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Bank of America Announces Purchase Price and Results to Date of Pending Cash Tender Offers for 2014 Senior Notes

Thursday, August 1, 2013 3:00 am EDT

Dateline:

CHARLOTTE, N.C.

Public Company Information:

NYSE:
BAC

Bank of America Corporation and its wholly-owned subsidiaries, Merrill Lynch & Co., Inc. and BAC Canada Finance Company (together, the “Offerors”), today announced the purchase prices and certain results to date relating to their previously announced offers to purchase for cash (the “Offers”) 13 series of their respective senior notes that have maturities in 2014 and are listed in the tables below (the “Notes”).

Pursuant to the terms of the Offers, the purchase prices for each series of Notes with a fixed rate of interest (“Fixed Rate Notes”) were determined as of Wednesday, July 31, 2013, at 2:00 p.m., London time (for Notes denominated in euros) or 2:00 p.m., New York City time (for Notes denominated in U.S. dollars or Canadian dollars). The purchase prices for the Fixed Rate Notes, which are listed in the tables below, were determined by reference to the applicable fixed spread for each series, plus the yield of the applicable reference benchmark for such series (based on the bid-side price of such reference benchmark, as quoted on the applicable Bloomberg page). The purchase prices for each series of Notes with a floating rate of interest, which are also listed in the tables below, were announced at the commencement of the Offers.

Any and All Offer

Bank of America had offered, upon the terms and conditions described below (the “Any and All Offer”), to purchase any and all of the two series of Notes listed in the first table below (the “Any and All Notes”):

Title of Notes  
Issuer
 

CUSIP
Number/
ISIN

 

Reference
Benchmark

 

Bloomberg
Reference
Page

 

Reference
Yield

 

Fixed
Spread

 

Purchase
Price1

Floating Rate
Senior Notes, due
February 5, 2014

BofA XS0285100391 N/A N/A N/A N/A 1,002.11
 

5.125% Fixed
Rate Senior Notes
due September
26, 2014

BofA XS0323119973

4 ¼% DBR
due 7/4/2014

FIT GE0-1 0.071% 0 bps 1,057.69

_______________

1 Per EUR1,000.

The Any and All Offer expired at 5:00 p.m., New York City time, on July 31, 2013. As of the expiration, tenders of EUR 963.8 million in aggregate principal amount of Floating Rate Senior Notes, due February 5, 2014 and EUR 614.2 million in aggregate principal amount of 5.125% Fixed Rate Senior Notes due September 26, 2014 were received, and all such tenders were accepted for purchase. The aggregate purchase price for the Any and All Notes that were tendered is US$2.137 billion, or its equivalent in euros. Payment for the tendered Any and All Notes is expected to occur on August 5, 2013.

Maximum Offer

The offer to purchase the 11 series of Notes listed in the table below (the “Maximum Offer Notes”) remains open, subject to the terms and condition described below (the “Maximum Offer”). In the Maximum Offer, the Offerors are offering to purchase the Maximum Offer Notes for an aggregate purchase price of up to US$2.863 billion, or its equivalent in other currencies in which the Maximum Offer Notes are denominated (the “Maximum Payment Amount”). The Maximum Payment Amount was determined based on the difference between US$5.0 billion and the aggregate purchase price for the Any and All Notes that were tendered and accepted for purchase.

The Maximum Offer will expire at 11:59 p.m., New York City time, on August 14, 2013, unless extended or earlier terminated (the “Maximum Offer Expiration Date”). Payment for Maximum Offer Notes that are accepted for purchase will be made promptly following the Maximum Offer Expiration Date and is expected to occur on August 19, 2013.

Title of
Notes

 
Issuer
 

CUSIP
Number/
ISIN

 

 

 

Reference
Benchmark

 

 

Bloomberg
Reference
Page

 

Reference
Yield

 

Fixed
Spread

 

Purchase
Price1

 

Acceptance
Priority
Level

5.375% Fixed
Rate Senior
Notes due
June 15,
2014

BofA

060505BM5/
US060505BM56

 

0 ¾% U.S.
Treasury
Note due
6/15/2014

PX3 0.140% 0 bps 1,043.00 1
 

4.625% Fixed
Rate Senior
Notes due
February 18,
2014

BofA XS0186317417

4 ¼% DBR
due 1/4/2014

FIT GE0-1 0.011% 0 bps 1,023.13 2
 

5.125% Fixed
Rate Senior
Notes due
November 15,
2014

BofA

060505AU8/
US060505AU81

 

0 ⅜% U.S.
Treasury
Note due
11/15/2014

PX4 0.193% 0 bps 1,061.00 3
 

Floating Rate
Senior Notes
due
September
15, 2014

BofA

06050MDZ7/
US06050MDZ77

 

N/A N/A N/A N/A 1,005.68 4
 

5.450% Fixed
Rate Senior
Notes, due
September
17, 2014

BofA

060505DM3/
CA060505DM31

 

2 ¼%
Government
of Canada
bond due
8/1/2014

FIT CAN0-50 1.138% 0 bps 1,046.09 5
 

Floating Rate
Senior Notes
due January
30, 2014

 

BofA

06051GEF2/
US06051GEF28

 

N/A N/A N/A N/A 1,007.43 6
 

Floating Rate
Senior Notes
due February
21, 2014

 

BAC
CFC

05518ZAM8/
CA05518ZAM82

 

N/A N/A N/A N/A 1,008.33 7
 

Floating Rate
Senior Notes
due July 11,
2014

 

BofA

06051GEL9/
US06051GEL95

 

N/A N/A N/A N/A 1,015.81 8
 

4.450% Fixed
Rate Senior
Notes due
January 31,
2014

ML&Co XS0284283081

4 ¼% DBR
due
1/4/2014

FIT GE0-1 0.011% 0 bps 1,020.06 9
 

5.000% Fixed
Rate Senior
Notes due
February 3,
2014

ML&Co

59018YSU6/
US59018YSU63

 

0 ¼% U.S.
Treasury
Note due
1/31/2014

PX3 0.085% 0 bps 1,022.38 10
 

Floating Rate
Senior Notes
due January
31, 2014

 

ML&Co XS0284282356 N/A N/A N/A N/A 1,002.43 11

_______________

1 Per USD1,000, EUR1,000 or CAD1,000, as applicable.

In no event will the Offerors be obligated to purchase Maximum Offer Notes with an aggregate purchase price exceeding the Maximum Payment Amount. Accordingly, if the aggregate purchase price payable for validly tendered Maximum Offer Notes exceeds the Maximum Payment Amount, tenders of Maximum Offer Notes will be accepted for purchase based on the acceptance priority levels specified in the second table above (the “Acceptance Priority Levels”) and may be subject to proration.

The Offerors will accept validly tendered Maximum Offer Notes in accordance with their respective Acceptance Priority Levels (in numerical priority order, with the highest priority being designated 1 and the lowest priority being designated 11). All validly tendered Maximum Offer Notes of a series having a higher Acceptance Priority Level will be accepted for purchase, subject to the Maximum Payment Amount, before any validly tendered Maximum Offer Notes of a series having a lower Acceptance Priority Level are accepted for purchase. If there are sufficient remaining funds to purchase some, but not all, of a particular series of Maximum Offer Notes based on the applicable Acceptance Priority Level, then tenders of that particular series will be accepted on a pro rata basis according to the aggregate principal amount of that series that was validly tendered, and no tenders of Maximum Offer Notes with a lower Acceptance Priority Level will be accepted.

Holders of Maximum Offer Notes that are accepted for purchase will also receive accrued and unpaid interest on their tendered Notes from the last interest payment date applicable to such Notes to, but not including, August 19, 2013. The determination of whether the aggregate purchase price for validly tendered Maximum Offer Notes would exceed the Maximum Payment Amount will be made without consideration of the concurrent payment of accrued interest on all Maximum Offer Notes that are accepted for purchase.

Maximum Offer Notes may be withdrawn at any time until 11:59 p.m., New York City time, on August 14, 2013, unless extended.

General

The purchase price and accrued interest for all Notes purchased in the Offers will be payable in the same currency in which such Notes are denominated.

The complete terms and conditions of the Offers are set forth in the offer to purchase (the “Offer to Purchase”) and related letters of transmittals, each dated July 18, 2013 (together with the Offer to Purchase and as they each may be amended or supplemented, the “Offer Documents”), which are being distributed to holders of the Notes. The Offers are subject to the satisfaction of certain conditions described in the Offer Documents.

D.F. King & Co., Inc. is acting as tender agent and information agent for the Offers. Requests for documents and questions regarding procedures for submission of tenders should be directed to D.F. King & Co., Inc. at +1.800.549.6746 (U.S. toll-free), +1.212.269.5550 (international), + 44.20.7920.9700 (United Kingdom) or bofa@dfking.com. You may also obtain these documents without charge by accessing http://www.dfking.com/bofa. Other questions regarding the Offers may be directed to BofA Merrill Lynch, the dealer manager for the Offers, at +1.888.292.0070 (U.S. toll-free) or +1.980.388.3646 (international).

This news release shall not constitute a solicitation to buy or an offer to purchase any securities. The Offers are being made only pursuant to the Offer Documents. 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 Offers.

Italy. None of the Offers, this news release, the Offer to Purchase or any other documents or materials relating to the Offers 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 Offers are not available to them, they may not tender Notes pursuant to the Offers and, as such, any tender instructions received from or on behalf of such persons shall be ineffective and void, and none of this news release, the Offer to Purchase nor any other documents or materials relating to the Offers or the Notes may be distributed or made available in Italy, in each case 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. This news release, the Offer to Purchase and any other documents or materials relating to the Offers may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. Accordingly, this news release and the Offer to Purchase are only for circulation to persons inside the United Kingdom who fall within one of the following categories: (i) any person who is a holder of any of the Notes; or (ii) any other person also falling within Article 43(2) or within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order") or falling within the definition of investment professionals (as defined in Article 19(5)) of the Financial Promotion Order; or (iii) any person to whom the communication may otherwise lawfully be made. This news release, the Offer to Purchase and any other documents or materials relating to the Offers are only available in the United Kingdom to such persons and the transactions contemplated in the Offer to Purchase will be available only to, and may be engaged in only with, such persons, and such financial promotion must not be relied or acted upon by persons in the United Kingdom unless they fall under the above categories.

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. We serve approximately 51 million consumer and small business relationships with approximately 5,300 retail banking offices and approximately 16,350 ATMs and award-winning online banking with 30 million active users and more than 13 million mobile 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 3 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 based on available information and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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”. 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 the uncertainties and risks discussed under Item 1A. “Risk Factors” of Bank of America’s Annual Report on Form 10-K for the year ended December 31, 2012 and in any of Bank of America’s other subsequent Securities and Exchange Commission filings.

Visit the Bank of America newsroom for more Bank of America news.

www.bankofamerica.com

Contact:

Investors May Contact:
Jonathan G. Blum, Bank of America, 1.212.449.3112
Reporters May Contact:
Jerry Dubrowski, Bank of America, 1.980.388.2840
jerome.f.dubrowski@bankofamerica.com