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Result of Tender Offer

1st Aug 2013 10:19

RNS Number : 7117K
Bank of America Corporation
01 August 2013
 



 

 

 

Bank of America Announces Purchase Price and Results to Date of

Pending Cash Tender Offers for 2014 Senior Notes

 

 

CHARLOTTE - 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.

 

The following series of Notes subject to the Offers are listed on the London Stock Exchange: Floating Rate Senior Notes, due February 5, 2014 (ISIN XS0285100391); 5.125% Fixed Rate Senior Notes due September 26, 2014 (ISIN XS0323119973); 4.450% Fixed Rate Senior Notes due January 31, 2014 (ISIN XS0284283081); and Floating Rate Senior Notes due January 31, 2014 (ISIN XS0284282356). The following series of Notes subject to the Offers are listed on the Luxembourg Stock Exchange: 5.375% Fixed Rate Senior Notes due June 15, 2014 (ISIN/CUSIP No. US060505BM56/060505BM5); 4.625% Fixed Rate Senior Notes due February 18, 2014 (ISIN XS0186317417); and 5.125% Fixed Rate Senior Notes due November 15, 2014 (ISIN/CUSIP No. US060505AU81/060505AU8). The other series of Notes subject to the Offers are not listed on any securities exchange.

 

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 [email protected]. 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 announcement 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.

 

Offer Restrictions. The making of the Offers and the distribution of this announcement and/or the Offer to Purchase and related documents or materials in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Offer to Purchase or any related documents or materials come are required by the Offerors, the dealer manager and the tender agent to inform themselves about, and to observe, any such restrictions.

 

Australia. No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of Australia (the "Corporations Act")) in relation to the Offers has been or will be lodged with the Australian Securities & Investments Commission ("ASIC") and the Offer to Purchase does not comply with Part 6D.2 or Part 7.9 of the Corporations Act. In addition, (a) no offers or applications will be made or invited (directly or indirectly) for the purchase or solicitation of tenders of any Notes in Australia (including an offer or invitation which is received by a person in Australia); and (b) this announcement, the Offer to Purchase or any other offering material or advertisement relating to any Notes has not been, and will not be, distributed or published in Australia, unless (i) the aggregate consideration payable by the applicable Offeror is at least A$500,000 (or its equivalent in other currencies, disregarding amounts lent by the applicable Offeror, the Dealer Manager or any of their associates) or the offer or invitation otherwise does not require disclosure in accordance with Part 6D.2 or Part 7.9 of the Corporations Act; (ii) such action complies with all applicable laws, directives, and regulations in Australia; (iii) such action does not require any document to be lodged with ASIC; and (iv) the offer and invitation is only directed at wholesale clients as defined in Section 761G of the Corporations Act or is otherwise made only in circumstances specified in regulation 7.9.97 of the Corporation Regulations 2001 (Cth) of Australia.

Belgium. None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offers has been or will be notified to or submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten/Autorité des services et marchés financiers), and the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Law of April 1, 2007 on public takeover bids (as amended or replaced from time to time). Accordingly, the Offers may not be advertised and will not be extended, and none of this announcement, the Offer to Purchase or any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

France. The Offers are not being made, directly or indirectly, to the public in France.  None of this announcement, the Offer to Purchase or any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of the investment service of portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, acting on their own account, all as defined in, and in accordance with, Articles L.411-2 and D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier, are eligible to participate in the Offers. The Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

 

Hong Kong. The Offers are not being made in the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong") by means of any document or in respect of any Notes other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the SFO, or (b) in other circumstances which do not result in any document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong (the "CO") or which do not constitute an offer to the public within the meaning of the CO.  Accordingly, none of this announcement, the Offer to Purchase or any advertisement, invitation or other document relating to the Notes or the Offers has been or shall be issued, and is not and shall not be in any person's possession for purposes of issuance, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to the Notes which are held by persons outside Hong Kong or by "professional investors" as defined in the SFO and any rules made under the SFO.

 

Italy. None of the Offers, this announcement, 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 announcement, the Offer to Purchase or 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.

 

The People's Republic of China. The Offers are not being made, directly or indirectly to the public in the People's Republic of China (the "PRC") or being offered or sold or delivered to any person within the PRC other than in full compliance with the relevant laws and regulations of the PRC, including but not limited to the PRC Securities Law, the PRC Company Law and/or the Provisional Administrative Measures on Derivatives Business of Banking Financial Institutions (as amended from time to time). None of this announcement, the Offer to Purchase or any material or information relating to the Offers has been or will be submitted to or approved or verified by or registered with the China Securities Regulatory Commission or other relevant governmental authorities in the PRC, and the Offer to Purchase or any material or information relating to the Offers may not be supplied to the public in the PRC or used in connection with any offer for the subscription, purchase or sale of the securities other than in compliance with the aforesaid in the PRC. In particular, no action has been taken which would permit the Offer to Purchase to be distributed or the Offers made in the PRC. PRC investors are responsible for obtaining all relevant government regulatory approvals/licenses, verification and/or registrations themselves (including, but not limited to, any which may be required from the China Securities Regulatory Commission and the State Administration of Foreign Exchange) and complying with all relevant PRC regulations, including, but not limited to, all relevant foreign exchange regulations and/or foreign investment regulations.

Singapore. None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offers has been or will be registered as a prospectus with the Monetary Authority of Singapore. The Offers do not constitute a public tender offer for the purchase of Notes or a public offering of securities in Singapore pursuant to Section 273(1)(e) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"). Accordingly, the Offers are not being made, and this announcement, the Offer to Purchase and any other documents or materials relating to the Offers, are not to be circulated or distributed, whether directly or indirectly, to persons located or resident in Singapore other than to (i) an institutional investor under Section 274 of the SFA, (ii) a relevant person as defined in Section 275(1) of the SFA, or to any person as referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Spain. The Notes are not admitted to trading in any regulated market in Spain. For the purposes of the Spanish law, neither Offer is considered as (i) a public offering of securities (as defined in Article 30 bis of Ley 24/1988, de 28 de julio, del Mercado de Valores, as amended and restated (the "Spanish Securities Markets Law")); or (ii) a voluntary takeover bid (as defined in Article 60 et seq. of Spanish Securities Markets Law and Royal Decree 1066/2007, regarding the public offering to purchase instruments). Consequently, none of the announcement, the Offer to Purchase or any other documents or materials relating to the Offers has been or will be verified or registered in the administrative registries of the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or "CNMV"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in Spain. The communication of such documents and/or materials is only being made to those persons in Spain falling within the definition of "qualified investors" as defined in article 39 of Royal Decree 1310/2005, regarding public offerings (Real Decreto 1310/2005, de 4 de noviembre, sobre Ofertas Públicas de Venta o Suscripción), as amended and restated. 

 

United Kingdom. This announcement, 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 announcement 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 announcement, 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.

 

Forward-Looking Statements

Certain statements in this announcement 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.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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