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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