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Bank of America Announces Commencement of Cash Tender Offers for Certain Subordinated Notes

Category:

Wednesday, April 25, 2012 4:41 pm EDT

Dateline:

CHARLOTTE, N.C.

Public Company Information:

NYSE:
BAC

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

Consideration1

 

 

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 20282 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 20253 638585AP4 BofA USD 250 1,115.98 6
6.80% Subordinated Notes, due 20283 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 20282 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.

The “Total Consideration” listed in the table above includes a cash payment of 30.00 in USD, EUR, GBP, CHF or CAD, as applicable, per 1,000 principal amount in USD, EUR, GBP, CHF or CAD, as applicable. This “Early Tender Payment” will be made only for Notes that are validly tendered prior to the “Early Tender Deadline” at 5:00 p.m., New York City time, on May 8, 2012, unless extended, 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 30.00 in USD, EUR, GBP, CHF or CAD, as applicable, per 1,000 principal amount in USD, EUR, GBP, CHF or CAD, as applicable.

The Offers will expire at midnight, New York City time, on May 22, 2012, unless extended. Tendered Notes may be withdrawn until 5:00 p.m., New York City time, on May 8, 2012, unless extended.

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 three 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.

The complete terms and conditions of the Offers are described in the Offer to Purchase, dated April 25, 2012 (the "Offer to Purchase"), and the related Letters of Transmittal (the "Letters of Transmittal"). The Offers are not conditioned upon any minimum principal amount of Notes being tendered.

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 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 Offers may be directed to BofA Merrill Lynch, the dealer manager for the Offers, 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 Offers are 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 Offers.

Italy. The Offers are not being made in Italy. None of the Offers, 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 neither 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, 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 Offers, the Offer to Purchase and any other documents or materials relating to the Offers are 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 17,250 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 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, 2011 and in any of Bank of America’s other subsequent Securities and Exchange Commission filings.

For more Bank of America news, visit the Bank of America newsroom.

www.bankofamerica.com

Contact:

Investors May Contact:
Patricia Noneman, Bank of America, 1.980.388.3591
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