Institutional Marketing Page - U.S.
“BofA Securities” is the marketing name for the global banking and global markets businesses of Bank of America Corporation. This communication is marketing material, desk strategy and/or trader commentary; has been created by the fixed income sales/trading desks of BofA Securities for sophisticated investors and market professionals for informational purposes only; is not a product of the BofA Global Research Department; and is not investment research or a research recommendation. Any opinions expressed in this commentary are those of the author who is a member of the fixed income sales/trading desks, and may differ from the opinions expressed by the BofA Global Research Department. This communication may constitute a solicitation to consider entering into a derivatives transaction solely for purposes of US CFTC Regulations §§ 1.71 and 23.605, and only where applicable, but is not a recommendation or an offer or solicitation for the purchase or sale of any security mentioned herein; does not constitute investment, legal, accounting or tax advice; and may not be used or relied upon as the basis for an investment decision. BofA Securities may have material interests that conflict with the interests of the recipient of this document. Further information regarding these possible conflicts of interest may be found at BofA Securities Electronic Communications Disclaimers. BofA Securities and its respective officers, directors, partners and employees, including persons involved in the preparation of this commentary, may from time to time maintain a long or short position in, or purchase or sell as market-makers or advisors, brokers or commercial and/or investment bankers in relation to the financial products, of companies mentioned in this document or be represented on the board of such companies. BofA Securities may have provided advisory, investment banking, lending or other services to companies referenced in this document. The information contained herein is as of the date referenced and is subject to change without notice, and BofA Securities does not undertake any obligation to update or correct such information. BofA Securities has obtained all market prices, data and other information from sources believed to be reliable, although the accuracy and completeness of the information cannot be guaranteed. None of BofA Securities, any of its affiliates or any officer, director, agent or employee of BofA Securities or any of its affiliates shall have any liability whatsoever for any direct, indirect or consequential damages or losses from any use of the information contained in this document.
Notice Regarding BWICs and Auction Processes
“BofA Securities” is the marketing name for the global banking and global markets businesses of Bank of America Corporation. BofA Securities reserves the right whether or not to submit your bid or offer in connection with a Bid or Offer Wanted in Competition (collectively, “BWIC”). Further, prior to or following receipt of bids, offers of other information from you or others, BofA Securities may submit its own bid or offer (or firm bid or firm offer, as defined below) and may have been granted a right to improve its bid or offer (e.g., a right of last look or right to match). BofA Securities acts as principal in any BWIC and is not your agent. BofA Securities may earn a mark-up/spread in transactions entered into with you. Except where BofA Securities has indicated that it is operating on a “firm bid” (or “firm offer”) basis, all bids or offers discussed or received from you are treated as indications of interest.
In the event that BofA Securities expressly agrees to accept and submit a customer’s bid or offer in a BWIC (a “firm bid” or “firm offer”), the firm bid (or firm offer) shall be binding on such customer unless BofA Securities receives and accepts a higher bid (or lower offer), or unless the firm bid (or firm offer) is unsuccessful. In the event that BofA Securities agrees to accept and submit identical firm bids (or firm offers) from multiple customers and BofA Securities is successful in the BWIC process, as a general practice, BofA Securities will allocate the instruments awarded proportionally, unless otherwise agreed or as otherwise communicated by BofA Securities.
In certain instances, BofA Securities may be engaged as an agent (“Auction Agent”) to coordinate or facilitate the sale (an “auction”) of financial instruments on behalf of a client (the “Seller”). As Auction Agent, BofA Securities acts solely as the agent of the Seller, and transactions with you resulting from the auction will be executed by BofA Securities as principal. All bids received from you are considered firm and binding on you until such time that BofA Securities informs you of the outcome of the auction or BofA Securities has received a higher bid. If BofA Securities informs you that your bid is successful then such bid shall be binding on you. At any time during the auction process, the Seller (at its own discretion and without notice) may elect to modify or terminate the auction process or award the instruments to one or more bidders or other parties or transact prior to the designated deadline(s) for bid submission or completion of the auction.
BofA Securities has no obligation to provide or procure for any party any information relating to the financial instruments. There may be additional information relevant to your decision to purchase or sell the financial instruments. BofA Securities makes no representation or warranty as to its access to or use of any information relating to the financial instruments. Any information provided to you by BofA Securities, the seller or any other party with respect to a BWIC, auction or other competitive biddingprocess is subject to change without notice. BofA Securities has obtained, compiled, or made available such information from sources we believe to be reliable but wecannot guarantee the information is accurate or complete or appropriate for any particular purpose. BofA Securities makes no representation or warranty as to the completeness, accuracy, suitability, or adequacy of such information, and BofA Securities assumes no responsibility for independent investigation, verification, or updating such information. Furthermore, BofA Securities makes no representation or warranty regarding its access, evaluation or use of information relating to the financialinstruments provided or otherwise made available in connection with BofA Securities’ role(s) in a BWIC, auction or other competitive bidding process.
BofA Securities and its affiliates act on an arm’s length basis and not in the capacity of your financial adviser or fiduciary in connection with the transactions, matters and information referenced herein. BofA Securities, its affiliates and their respective officers, directors, partners, agents, representatives and employees may from time to time maintain a long or short position in, or purchase or sell as market-makers or advisors, brokers or commercial and/or investment bankers in relation to, the financial products referenced herein, similar financial products, and/or financial products of companies or entities mentioned or referred to herein or be represented on the board of such companies and entities. BofA Securities and its affiliates may have commercial relationships with or provide advisory, investment banking, lending or other products and services to companies and entities (or their affiliates or related companies or entities) referenced or participating in the transactions or matters described herein.
OFFERING SHEET DISCLAIMER
“BofA Securities” is the marketing name for the global banking and global markets businesses of Bank of America Corporation. This document is for informational purposes only, and any prices are reflected herein are indicative only and subject to change without notice. Under no circumstances should this document be used or considered an offer to sell or a solicitation of any offer to buy securities or financial products mentioned in it. The information contained herein has been obtained or derived from sources believed by us to be reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. BofA Securities may be providing or may have provided advisory, investment banking, banking or other services to issuers or entities mentioned herein. BofA Securities and/or its officers and employees may from time to time acquire, hold or sell a position in the securities of financial products mentioned herein or in related futures or options. If BofA Securities is used in connection with the purchase or sale of any security or financial product mentioned herein, BofA Securities may act as principal for its own account or as agent for both the buyer and the seller. BofA Securities may have managed or comanaged a public offering of the securities mentioned in this document in the last three years. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation including, in the United States, BofA Securities Incorporated which is a registered broker-dealer and a member of FINRA and the SIPC.
"Bank of America” and "BofA Securities" are the marketing names used by the Global Banking and Global Markets divisions of Bank of America Corporation. Lending, other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Trading in securities and financial instruments, and strategic advisory, and other investment banking activities, are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are members of the NFA.
Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed.
These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the managements of the Company and/or other potentialtransaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials are for informational purposes only and do not purport to contain all of the information that may be required to evaluate any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates.
Bank of America Corporation and its affiliates (collectively, the “BAC Group”) comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts. These policies prohibit employees from offering research coverage, a favorable research rating or a specific price target or offering to change a research rating or price target as consideration for or an inducement to obtain business or other compensation. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States.
We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information) on and after the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply.
© Bank of America Corporation.
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