Bank of America Corporation $1 Billion Preferred Stock Offering

Davis Polk advised the lead manager, sole book-runner and representative of the several underwriters in connection with Bank of America Corporation’s $1 billion SEC-registered offering of 1,000,000 depositary shares, each representing a 1/25th interest in a share of Bank of America Corporation’s perpetual fixed-to-floating-rate non-cumulative preferred stock, Series JJ.

The waterfall of benchmark replacements and related adjustments that would apply upon a discontinuation of LIBOR are based on the Alternative Reference Rates Committee’s recommended fallback language.

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. The tax team included partner Po Sit and associate Joseph M. Gerstel. All members of the Davis Polk team are based in the New York office.