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Bank Of America Announces Commencement Of Cash Tender Offers For Certain Subordinated Notes

Bank of America Corporation and its wholly-owned subsidiary Merrill Lynch & Co., Inc. (the “Offerors”) today announced the commencement of separate offers to purchase (the “Offers”) certain of their respective subordinated notes listed in the table below (collectively, the “Notes”) for aggregate cash consideration of up to US$1.0 billion or its equivalent in the currencies in which certain of the Notes are denominated (the “Maximum Tender Consideration”).

The following table lists the various series of Notes that are subject to the Offers and describes certain terms of the Offers:

Title of Notes
 

CUSIP Number/

ISIN
 

Issuer/

Obligor
 

Principal

Amount

Outstanding

(in millions)
 

 

Total

Consideration 1
 

 

Acceptance

Priority

Level
6.05% Subordinated Notes, due February 15, 2038 06050XA94 BofA USD 119 1,026.65 1
6.50% Subordinated Notes, due September 2037 060505DL5 BofA USD 130 1,085.65 2
6 7/8% Subordinated Debentures due 2028 2 338915AH4 BofA USD 353 1,056.97 3
6.22% Subordinated Notes due September 15, 2026 59022CAB9 ML&Co. USD 659 1,088.15 4
4.625% Subordinated Notes, due February 2017 XS0286040331 BofA EUR 562 989.97 5
7¼% Subordinated Notes, due 2025 3 638585AP4 BofA USD 250 1,115.98 6
6.80% Subordinated Notes, due 2028 3 638585BF5 BofA USD 295 1,029.60 7
4.81% Fixed/Floating Rate Callable Subordinated Notes, due June 2016 CA060505CF98 BofA CAD 493 849.91 8
4.75% Fixed/Floating Rate Callable Subordinated Notes, due May 2017 XS0301928262 BofA EUR 1,023 849.50 9
4.00% Fixed/Floating Rate Callable Subordinated Notes, due March 2018 XS0249443879 BofA EUR 1,360 843.13 10
3.375% Fixed/Floating Rate Callable Subordinated Notes, due June 14, 2022 CH0031026625 BofA CHF 206 845.16 11
Floating Rate Subordinated Notes, due 2016 060505CN2 BofA USD 375 857.96 12
6.70% Subordinated Debentures due 2028 2 338915AM3 BofA USD 185 1,005.93 13
5.25% Subordinated Notes, due November 2016 XS0274375673 BofA GBP 454 1,015.18 14
5.42% Subordinated Notes, due March 15, 2017 060505DA9 BofA USD 1,238 1,025.39 15
8.125% Subordinated Fixed Rate Notes due June 2, 2028 XS0365909125 ML&Co. GBP 228 1,066.59 16

_______________

1 The Total Consideration is expressed per 1,000 USD, EUR, GBP, CHF 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.

If the Offers are oversubscribed, the Notes in each series will be accepted in numerical order according to the Acceptance Priority Level for that series, as listed in the table above. Accordingly, all tenders of Notes with an Acceptance Priority Level of “1” will be accepted before any tenders of Notes with an Acceptance Priority Level of “2” are accepted, and so on until the Maximum Tender Consideration has been allocated. In the event that, after accepting all tenders of Notes with a particular Acceptance Priority Level, the remaining portion of the Maximum Tender Consideration is sufficient to accept some, but not all, tenders of Notes with the next Acceptance Priority Level, then tenders of Notes in that next series will be accepted on a pro rata basis according to the aggregate principal amount of tenders of that series. After allocating the Maximum Tender Consideration in this manner, no tenders of Notes with any subsequent Acceptance Priority Level will be accepted. The Offerors reserve the right, but are not obligated, to increase the Maximum Tender Consideration.

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