Bank of America Corporation and its wholly-owned subsidiary Merrill
Lynch & Co., Inc. (the "Offerors") today announced that they have
increased the maximum aggregate consideration in their pending tender
offer (the "Offer") for certain subordinated notes listed in the table
below (collectively, the "Notes") to $3.5 billion or its equivalent in
the currencies in which certain of the Notes are denominated (as
amended, the "Maximum Tender Consideration"). Previously, the Maximum
Tender Consideration had been $1.5 billion (or its equivalent).
As previously announced, a total of approximately $3.593 billion or its
equivalent in aggregate principal amount of the Notes had been tendered
and not withdrawn as of the "Early Tender Deadline" for the Offer, which
was 5:00 p.m., New York City time, on February 1, 2012.
The Offer will expire at 12:00 midnight, New York City time, on February
15, 2012, unless extended (the "Expiration Date").
Tendered Notes may be subject to proration if the aggregate principal
amount tendered on or prior to the Expiration Date would cause the
aggregate cash consideration (excluding accrued interest) to exceed the
Maximum Tender Consideration. The Notes tendered in each series will be
accepted in numerical order according to the Acceptance Priority Level
for that series as set forth in the table below. However, based on the
increased size of the Offer and assuming no additional Notes are
tendered subsequent to the Early Tender Deadline, all Notes that were
tendered as of the Early Tender Deadline would be accepted for purchase.
The following table lists the series of Notes that are subject to the
Offer, certain terms of the Offer and the aggregate principal amount of
each series of Notes tendered and not withdrawn as of the Early Tender
Deadline:
| Title of Notes |
| CUSIP Number/ ISIN |
| Issuer/ Obligor |
| Total Consideration1 |
| Acceptance Priority Level |
| Principal Amount Tendered (in millions) |
|
6.50% Subordinated Notes, due September 2037
| |
060505DL5
| |
BofA
| |
952.08
| |
1
| |
USD 307
|
|
6.22% Subordinated Notes due September 15, 2026
| |
59022CAB9
| |
ML&Co.
| |
950.78
| |
2
| |
USD 517
|
|
6 7/8% Subordinated Debentures due 20282 | |
338915AH4
| |
BofA
| |
972.51
| |
3
| |
USD 130
|
|
8.125% Subordinated Fixed Rate Notes due June 2, 2028
| |
XS0365909125
| |
ML&Co.
| |
954.10
| |
4
| |
GBP 130
|
|
7¼% Subordinated Notes, due 20253 | |
638585AP4
| |
BofA
| |
1,000.00
| |
5
| |
USD 194
|
|
4.625% Subordinated Notes, due February 2017
| |
XS0286040331
| |
BofA
| |
917.50
| |
6
| |
EUR 238
|
|
6.80% Subordinated Notes, due 20283 | |
638585BF5
| |
BofA
| |
950.15
| |
7
| |
USD 74
|
|
5.25% Subordinated Notes, due November 2016
| |
XS0274375673
| |
BofA
| |
936.73
| |
8
| |
GBP 46
|
|
5.15% Subordinated Notes, due May 2017
| |
CA060505DE15
| |
BofA
| |
941.98
| |
9
| |
CAD 162
|
|
5.42% Subordinated Notes, due March 15, 2017
| |
060505DA9
| |
BofA
| |
976.66
| |
10
| |
USD 416
|
|
6.70% Subordinated Debentures due 20282 | |
338915AM3
| |
BofA
| |
939.43
| |
11
| |
USD 65
|
|
Subordinated 5.50% Fixed Rate Registered Notes due November 22, 2021
| |
XS0275719135
| |
ML&Co.
| |
805.39
| |
12
| |
GBP 34
|
|
Floating Rate Subordinated Notes, due 2016
| |
060505CN2
| |
BofA
| |
810.39
| |
13
| |
USD 94
|
|
5.70% Subordinated Notes due May 2, 2017
| |
59022CCS0
| |
ML&Co.
| |
981.74
| |
14
| |
USD 197
|
|
6.050% Subordinated Notes due May 16, 2016
| |
5901884M7
| |
ML&Co.
| |
1,000.00
| |
15
| |
USD 224
|
|
Subordinated 4.625% Fixed Rate Registered Notes due September 14,
2018
| |
XS0267828308
| |
ML&Co.
| |
818.85
| |
16
| |
EUR 13
|
|
4.00% Fixed/Floating Rate Callable Subordinated Notes, due March 2018
| |
XS0249443879
| |
BofA
| |
825.00
| |
17
| |
EUR 185
|
|
4.75% Fixed/Floating Callable Subordinated Notes, due May 2017
| |
XS0301928262
| |
BofA
| |
835.00
| |
18
| |
EUR 208
|
|
5¼% Subordinated Notes, due 2015
| |
060505BG8
| |
BofA
| |
986.21
| |
19
| |
USD 45
|
_______________
1 The Total Consideration is expressed per 1,000 USD, EUR,
GBP or CAD, as applicable. The Total Consideration includes the Early
Tender Payment described below.
2 Originally issued by Fleet Financial Group, Inc.
3 Originally issued by NationsBank Corporation.
The "Total Consideration" listed in the table above includes a cash
payment of 30.00 in USD, EUR, GBP or CAD, as applicable, per 1,000
principal amount in USD, EUR, GBP or CAD, as applicable. This "Early
Tender Payment" will be made only for Notes that were validly tendered
prior to the Early Tender Deadline and that are accepted for purchase.
Notes that are tendered after the Early Tender Deadline will only be
eligible to receive the "Tender Offer Consideration" for each series,
which is an amount equal to the applicable Total Consideration for that
series, minus the Early Tender Payment.
Payment for Notes of any series that is accepted for purchase will be
made in the same currency in which such series of Notes is denominated.
Payment is expected to occur within two business days after the
Expiration Date. Holders of Notes accepted for purchase will also
receive accrued and unpaid interest on their purchased Notes from the
last interest payment date applicable to such Notes to, but not
including, the payment date.
Except for the increase in the Maximum Tender Consideration described
above, all other terms and conditions of the Offer remain unchanged.
Withdrawal rights with respect to tendered Notes have expired.
Accordingly, tendered Notes may no longer be withdrawn.
The complete terms and conditions of the Offer are described in the
Offer to Purchase, dated January 19, 2012 (the "Offer to Purchase"), and
the related Letters of Transmittal (the "Letters of Transmittal").
D.F. King & Co., Inc. is acting as tender agent and information agent
for the Offer. Requests for documents and questions regarding procedures
for submission of tenders should be directed to D.F. King & Co., Inc. at
800.549.6746 (U.S. toll-free), 212.269.5550 (international) or bofa@dfking.com.
You may also obtain these documents without charge by accessing http://www.dfking.com/bofa.
Other questions regarding the Offer may be directed to BofA Merrill
Lynch, the dealer manager for the Offer, at 888.292.0070 (U.S.
toll-free) or 980.388.3646 (international).
This news release shall not constitute a solicitation to buy or an offer
to purchase any securities. The Offer is being made only pursuant to the
Offer to Purchase and the related applicable Letter of Transmittal. No
offer, solicitation, purchase or sale will be made in any jurisdiction
in which such an offer, solicitation, or sale would be unlawful. None of
the Offerors, the dealer manager, the tender agent or the information
agent is making any recommendation as to whether holders should tender
their Notes in the Offer.
Italy.The Offer is not being made in Italy.None
of the Offer, the Offer to Purchase or any other documents or materials
relating to the Offer has been submitted to the clearance procedures of
the Commissione Nazionale per le Società e la Borsa (CONSOB) and/or the
Bank of Italy pursuant to Italian laws and regulations.Accordingly,
holders of Notes are notified that, to the extent holders are located or
resident in Italy, the Offer is not available to them, they may not
tender Notes pursuant to the Offer and, as such, any tender instructions
received from or on behalf of such persons shall be ineffective and
void, and neither the Offer to Purchase nor any other documents or
materials relating to the Offer or the Notes may be distributed or made
available in Italy, except (i) to qualified investors (investitori
qualificati), as defined pursuant to Article 100 of Legislative Decree
No. 58 of 24 February 1998, as amended (the "Italian Financial Services
Act") and Article 34-ter, first paragraph, letter b), of CONSOB
Regulation No. 11971 of 14 May 1999, as amended (the "Regulation No.
11971"), or (ii) in other circumstances which are exempted pursuant to
Article 35-bis of the Regulation No. 11971. Any offer or distribution of
documents or materials relating to the Offer to Purchase in Italy under
(i) or (ii) above must be (a) made by an investment firm, bank or
financial intermediary permitted to conduct such activities in Italy in
accordance with the Italian Financial Services Act, CONSOB Regulation
No. 16190 of 29 October 2007 (as amended from time to time) and
Legislative Decree No. 385 of 1 September 1993, as amended; and (b) in
compliance with any other applicable laws and regulations or requirement
imposed by CONSOB or other Italian authorities.
United Kingdom.The communication of the Offer, the
Offer to Purchase and any other documents or materials relating to the
Offer is not being made by, and such documents and/or materials have not
been approved by, an authorized person for the purposes of section 21 of
the Financial Services and Markets Act 2000.Accordingly, such
documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom.The
communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order"), persons who are
within Articles 42 and 43 of the Financial Promotion Order or any other
persons to whom it may otherwise lawfully be made under the Financial
Promotion Order.
Bank of America
Bank of America is one of the world's largest financial institutions,
serving individual consumers, small- and middle-market businesses and
large corporations with a full range of banking, investing, asset
management and other financial and risk management products and
services. The company provides unmatched convenience in the United
States, serving approximately 57 million consumer and small business
relationships with approximately 5,700 retail banking offices and
approximately 17,750 ATMs and award-winning online banking with 30
million active users. Bank of America is among the world's leading
wealth management companies and is a global leader in corporate and
investment banking and trading across a broad range of asset classes,
serving corporations, governments, institutions and individuals around
the world. Bank of America offers industry-leading support to
approximately 4 million small business owners through a suite of
innovative, easy-to-use online products and services. The company serves
clients through operations in more than 40 countries. Bank of America
Corporation stock (NYSE: BAC) is a component of the Dow Jones Industrial
Average and is listed on the New York Stock Exchange.
Forward-Looking Statements
Certain statements in this news release represent the current
expectations, plans or forecasts of Bank of America and are
forward-looking. Forward-looking statements can be identified by the
fact that they do not relate strictly to historical or current facts.
These statements often use words like "expects," "anticipates,"
"believes," "estimates," "targets," "intends," "plans," "predict,"
"goal" and other similar expressions or future or conditional verbs such
as "will," "may," "might," "should," "would" and "could." The
forward-looking statements made in this press release include, without
limitation, statements concerning the expected timing of payment for the
tendered Notes. . Forward-looking statements speak only as of the date
they are made, and Bank of America undertakes no obligation to update
any forward-looking statement to reflect the impact of circumstances or
events that arise after the date the forward-looking statement was made.
These statements are not guarantees of future results or performance and
involve certain risks, uncertainties and assumptions that are difficult
to predict and are often beyond Bank of America's control. Actual
outcomes and results may differ materially from those expressed in, or
implied by, any of these forward-looking statements. You should not
place undue reliance on any forward-looking statement and should
consider all of the following uncertainties and risks, as well as those
more fully discussed under Item 1A. "Risk Factors" of Bank of America's
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2011, Item 1A. "Risk Factors" of Bank of America's Annual Report on Form
10-K for the year ended December 31, 2010 and in any of Bank of
America's other subsequent Securities and Exchange Commission filings:
Satisfaction of the conditions to the Offer and the timing of the
payment for the tendered Notes.
For more Bank of America news, visit the Bank
of America newsroom.
www.bankofamerica.com
