15th Aug 2013 12:52
August 15, 2013
Bank of America Announces Expiration and Resultsof 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 expiration of their offers to purchase (the "Maximum Offer") for up to $2.863 billion cash (the "Maximum Payment Amount") 11 series of their respective senior notes that have maturities in 2014 and are listed in the table below (the "Maximum Offer Notes").
As of the "Expiration Date" for the Maximum Offer, which was 11:59 p.m., New York City time, on August 14, 2013, a total of approximately $6.2 billion (or its equivalent in the currencies in which certain of the Notes are denominated) in aggregate principal amount of the Notes had been validly tendered and not withdrawn. The aggregate purchase price for such tendered Notes is $6.3 billion. Since 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 (the "Acceptance Priority Level") specified in the table below. Accordingly, 100% of series with Acceptance Priority Levels 1 through 6 and 4.5% of series with Acceptance Priority Level 7 will be accepted for purchase and none of the series with Acceptance Priority Levels 8 through 11 will be accepted for purchase. All tendered Maximum Offer Notes not accepted for purchase will be returned promptly.
The following table lists the series of Notes that were subject to the Maximum Offer, the aggregate principal amount of each series of Notes validly tendered and the aggregate principal amount of such series to be accepted for purchase:
Title of Notes | Issuer | CUSIP Number/ ISIN | Principal Amount Tendered (millions) | Principal Amount Accepted for Purchase (millions) | Acceptance Priority Level |
5.375% Fixed Rate Senior Notes due June 15, 2014 | BofA | 060505BM5/ US060505BM56 | USD 371.8 | USD 371.8 | 1 |
4.625% Fixed Rate Senior Notes due February 18, 2014 | BofA | XS0186317417 | EUR 404.5 | EUR 404.5 | 2 |
5.125% Fixed Rate Senior Notes due November 15, 2014 | BofA | 060505AU8/ US060505AU81 | USD 310.0 | USD 310.0 | 3 |
Floating Rate Senior Notes due September 15, 2014 | BofA | 06050MDZ7/ US06050MDZ77 | USD 288.8 | USD 288.8 | 4 |
5.450% Fixed Rate Senior Notes, due September 17, 2014 | BofA | 060505DM3/ CA060505DM31 | CAD 280.6 | CAD 280.6 | 5 |
Floating Rate Senior Notes due January 30, 2014 | BofA | 06051GEF2/ US06051GEF28 | USD 988.7 | USD 988.7 | 6 |
Floating Rate Senior Notes due February 21, 2014 | BAC CFC | 05518ZAM8/ CA05518ZAM82 | CAD 586.5 | CAD 26.2 | 7 |
Floating Rate Senior Notes due July 11, 2014 | BofA | 06051GEL9/ US06051GEL95 | USD 216.2 | USD 0.0 | 8 |
4.450% Fixed Rate Senior Notes due January 31, 2014 | ML&Co | XS0284283081 | EUR 283.5 | EUR 0.0 | 9 |
5.000% Fixed Rate Senior Notes due February 3, 2014 | ML&Co | 59018YSU6/ US59018YSU63 | USD 290.3 | USD 0.0 | 10 |
Floating Rate Senior Notes due January 31, 2014 | ML&Co | XS0284282356 | EUR 1,510.3 | EUR 0.0 | 11 |
Payment of the purchase price and accrued interest for Maximum Offer Notes will be made in the same currency in which such series of Maximum Offer Notes is denominated and is expected to occur on August 19, 2013.
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, the "Offer Documents").
BofA Merrill Lynch acted as sole the dealer manager. D.F. King & Co., Inc. acted as tender agent and information agent for the Maximum Offer. Questions may 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].
The following series of Maximum Offer Notes are listed on the London Stock Exchange: 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 Maximum Offer Notes 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 Maximum Offer Notes are not listed on any securities exchange.
This announcement shall not constitute a solicitation to buy or an offer to purchase any securities. The Offers were made only pursuant to the Offer Documents.
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.
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