Bank of America Company (the "Corporation") informed its securities holders that it has filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission ("SEC") on December 30, 2019 (the "Form 8-K"), announcing that, on December 27, 2019, the Corporation filed with the Secretary of State of the State of Delaware (the "Secretary of State") a Certificate of Elimination (the "Certificate of Elimination") with respect to the following series of the Corporation's Preferred Stock, par value $0.01 per share (the "Preferred Stock"), each of which the Corporation has previously redeemed, repurchased or otherwise reacquired or has converted in accordance with its terms (the "Eliminated Securities"):
- 6.204% Non-Cumulative Preferred Stock, Series D
- 6.625% Non-Cumulative Preferred Stock, Series I
- 7.25% Non-Cumulative Preferred Stock, Series J
- Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K
- Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series M
- 8.20% Non-Cumulative Preferred Stock, Series H
- Fixed Rate Cumulative Perpetual Preferred Stock, Series N
- 6.375% Non-Cumulative Preferred Stock, Series 3
- 6.70% Non-Cumulative Perpetual Preferred Stock, Series 6
- 6.25% Non-Cumulative Perpetual Preferred Stock, Series 7
- 8.625% Non-Cumulative Preferred Stock, Series 8
- Fixed Rate Cumulative Perpetual Preferred Stock, Series Q
- Fixed Rate Cumulative Perpetual Preferred Stock, Series R
- Common Equivalent Junior Preferred Stock, Series S
- Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V
- 6.625% Non-Cumulative Preferred Stock, Series W
The Certificate of Elimination had the effect of eliminating all references to the Eliminated Securities from the Corporation's Amended and Restated Certificate of Incorporation. All authorized shares of the Eliminated Securities were restored to the status of authorized but unissued shares of the Preferred Stock. No shares of the Eliminated Securities were issued and outstanding at the time of filing the Certificate of Elimination.
On December 27, 2019, the Corporation also filed with the Secretary of State a Certificate of Retirement (the "Certificate of Retirement") with respect to the following securities of the Corporation: 1,972,730 shares (the "Retired Series C Shares") of ESOP Convertible Preferred Stock, Series C (the "Series C Preferred Stock"); and 6,568 shares (the "Retired Series BB Shares") of $2.50 Cumulative Convertible Preferred Stock, Series BB (the "Series BB Preferred Stock"), all of which have been previously redeemed, repurchased or otherwise reacquired by the Corporation. The effect of the Certificate of Retirement is to reduce the total number of authorized shares of Series C Preferred Stock and Series BB Preferred Stock by the amount of the Retired Series C Shares and Retired Series BB Shares, respectively. All the Retired Series C Shares and the Retired BB Shares were restored to the status of authorized but unissued shares of Preferred Stock.
Immediately following the filing of the Certificate of Elimination and Certificate of Retirement, the Corporation filed a Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State. In addition to removing the Eliminated Securities and reducing the total number of shares of Series C Preferred Stock and Series BB Preferred Stock by the amount of the Retired Series C Shares and Retired Series BB Shares, respectively, the Restated Certificate clarifies outdated provisions and consolidates numerous amendments since the Corporation originally filed its certificate of incorporation. Each of the Certificate of Elimination, Certificate of Retirement and Restated Certificate was effective as of December 27, 2019, upon filing.
Copies of the Restated Certificate, Certificate of Elimination and Certificate of Retirement are filed as Exhibits 3.1, 3.2 and 3.3 to the Form 8-K.
Bank of America Corporation makes available all of its SEC filings on its website: http://investor.bankofamerica.com/phoenix.zhtml?c=71595&p=irol-irhome.
The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SEC's website at http://www.sec.gov. A copy of the document will also be available on the National Storage Mechanism's website at: http://www.morningstar.co.uk/uk/NSM.
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Contacts:
Amanda D. Daniel, North Carolina Certified Paralegal, Bank of America, Office +1 980.388.5923.
