Bank of America Corporation $2 Billion Equality Progress Sustainability Bond

Davis Polk advised the lead manager, sole book-runner and representative of the several underwriters in connection with an SEC-registered offering by Bank of America Corporation of $2 billion aggregate principal amount of 0.981% fixed-to-floating-rate senior notes, due September 2025. During the floating rate period, the notes bear interest by reference to SOFR, compounded daily over each quarterly interest payment period.

The proceeds from the sale of the notes will fund Eligible Social Assets and Eligible Green Assets designed to advance racial equality, economic opportunity and environmental sustainability, the first offering of its kind in the financial services industry. Eligible Social Assets include financing and investments in specified target markets that seek to help reduce inequalities for Black and Hispanic communities in the United States. Eligible Green Assets include financing, leasing and investments that promote a transition to a low-carbon economy. The transaction represents the first sustainability bond issued by a U.S. bank holding company where the social portion of the use of proceeds will be dedicated to financial empowerment of Black and Hispanic-Latino communities.

The Davis Polk tax team also advised Bank of America Corporation in connection with the foregoing offering.

 The Davis Polk corporate team included partners John G. Crowley and John Banes and associates Michael J. Russo and John K. Rostom. Partners Lucy W. Farr and Po Sit and associates Joseph M. Gerstel and Shay Moyal provided tax advice. All members of the Davis Polk team are based in the New York office.