Bank of America Corporation BofA Finance LLC and certain other BAC-affiliated issuers have issued and outstanding certain floating or fixed-to-floating rate debt securities, preferred stock represented by depositary shares and trust preferred securities that are governed by New York or Delaware law, for which U.S. dollar LIBOR, for one- or three-month tenors, serves as the benchmark rate used in connection with the calculation or determination of applicable interest, dividend or distribution payments.
On March 5, 2021, the U.K.’s Financial Conduct Authority announced that after June 30, 2023, USD LIBOR for such tenors (along with other remaining tenors of USD LIBOR) would cease publication or no longer be representative. In connection with the cessation of representative USD LIBOR, on March 15, 2022, Congress enacted the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”), and the Board of Governors of the Federal Reserve System (the “Board”) has issued final rules thereunder (the “LIBOR Rule”).
BAC is issuing this press release to announce its expectation that, on the first London banking date after June 30, 2023 (the “LIBOR Replacement Date”), the CME Term SOFR Reference Rate published for the one- or three-month tenor (that corresponds to the applicable USD LIBOR tenor), as administered by CME Group Benchmark Administration, Ltd. (or any successor administrator thereof) (“CME Term SOFR”), plus the applicable tenor spread adjustment described below (such rate being the “Board-selected benchmark replacement” under the LIBOR Rule) will be the reference rate for calculations or determinations of applicable interest, dividend or distribution payments for each of the USD LIBOR Securities listed in the Annexes to this press release. The replacement of USD LIBOR as the benchmark rate for each of the USD LIBOR Securities, with CME Term SOFR for the applicable corresponding tenor, plus the applicable tenor spread adjustment, will be effective for determinations under the terms of the USD LIBOR Securities that are made on and after the LIBOR Replacement Date, but will not affect any determinations made prior to the LIBOR Replacement Date.
