18th Nov 2008 18:25
18 November 2008
Bank of America Corporation assumes indebtedness from Countrywide Financial Corporation and obligations from Countrywide Home Loans, Inc.
On 1 July 2008, Countrywide Financial Corporation completed its merger with Red Oak Merger Corporation, a wholly-owned subsidiary of Bank of America Corporation in accordance with the terms of the previously announced Agreement and Plan of Merger, dated as of 11 January 2008, pursuant to which Countrywide Financial Corporation merged with and into Red Oak Merger Corporation, with Red Oak Merger Corporation being the surviving corporation.
Also on 1 July 2008, Red Oak Merger Corporation, Countrywide Financial Corporation (as issuer), its wholly-owned subsidiary, Countrywide Home Loans, Inc. (as guarantor), and Deutsche Trustee Company Limited (as trustee), entered into a Second Supplemental Trust Deed amending the Trust Deed dated as of 15 August 2005 relating to the Euro Medium Term Note Programme. Pursuant to the Second Supplemental Trust Deed, the Red Oak Merger Corporation assumed all obligations of Countrywide Financial Corporation under the Trust Deed dated 15 August 2005 relating to the Euro Medium Term Note Programme.
Following the merger, Red Oak Merger Corporation changed its name to "Countrywide Financial Corporation".
On 7 November 2008, Bank of America Corporation, Countrywide Financial Corporation, Countrywide Home Loans, Inc. and Deutsche Trustee Company Limited entered into a Third Supplemental Trust Deed by virtue of which Bank of America Corporation assumed all indebtedness of Countrywide Financial Corporation (as issuer) and all obligations from Countrywide Home Loans, Inc., which included a guarantee under the 2005 Euro Medium Term Notes Trust Deed and, as a result, all of Countrywide Financial Corporation's debt listed on the London Stock Exchange (together referred to as the "Transfer of Obligations"). The Transfer of Obligations occurred following the conveyance by Countrywide Financial Corporation and Countrywide Home Loans, Inc. of substantially all of their properties and assets to Bank of America Corporation.
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