Bank of America Corporation $4.75 Billion Fixed-to-Floating-Rate Senior Notes Offering Based on the Secured Overnight Financing Rate

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 $4.75 billion in senior notes, consisting of $2.75 billion aggregate principal amount of 1.898% fixed-to-floating-rate senior notes, due July 2031 (the “11-Year Notes”) and $2 billion aggregate principal amount reopening of 2.676% fixed-to-floating-rate senior notes, due June 2041 (the “21-Year Notes”). The 21-Year Notes issued in the reopening have the same terms as, and constitute a single series with, the $3 billion in principal amount of the 2.676% fixed-to-floating-rate senior notes, due June 2041 issued on June 19, 2020. During their respective floating-rate periods, the 11-Year Notes and the 21-Year Notes bear interest by reference to SOFR, compounded daily over each quarterly interest payment period.

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.