23rd May 2012 17:50
May 23, 2012
Bank of America Announces Expiration and Final Results of Tender Offers for Certain Subordinated Notes
CHARLOTTE - Bank of America Corporation and its wholly-owned subsidiary Merrill Lynch & Co., Inc. (the "Offerors") today announced the expiration of their tender offers (the "Offers") for certain of their respective subordinated notes listed in the table below (collectively, the "Notes").
As of the "Expiration Date" for the Offers, which was midnight, New York City time, on May 22, 2012, a total of approximately $2.085 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certain of the Notes are denominated) in aggregate principal amount of the Notes had been validly tendered and not withdrawn. All such tendered Notes will be accepted for purchase.
The following table lists the series of Notes that were subject to the Offers and the aggregate principal amount of each series of Notes tendered and not withdrawn as of the Expiration Date:
Title of Notes | CUSIP Number/ ISIN | Issuer/ Obligor | Principal Amount Tendered(in millions) |
6.05% Subordinated Notes, due February 15, 2038 | 06050XA94 | BofA | USD 20 |
6.50% Subordinated Notes, due September 2037 | 060505DL5 | BofA | USD 57 |
6 7/8% Subordinated Debentures due 20281 | 338915AH4 | BofA | USD 104 |
6.22% Subordinated Notes due September 15, 2026 | 59022CAB9 | ML&Co. | USD 219 |
4.625% Subordinated Notes, due February 2017 | XS0286040331 | BofA | EUR 98 |
7¼% Subordinated Notes, due 20252 | 638585AP4 | BofA | USD 99 |
6.80% Subordinated Notes, due 20282 | 638585BF5 | BofA | USD 53 |
4.81% Fixed/Floating Rate Callable Subordinated Notes, due June 2016 | CA060505CF98 | BofA | CAD 0 |
4.75% Fixed/Floating Rate Callable Subordinated Notes, due May 2017 | XS0301928262 | BofA | EUR 218 |
4.00% Fixed/Floating Rate Callable Subordinated Notes, due March 2018 | XS0249443879 | BofA | EUR 181 |
3.375% Fixed/Floating Rate Callable Subordinated Notes, due June 14, 2022 | CH0031026625 | BofA | CHF 129 |
Floating Rate Subordinated Notes, due 2016 | 060505CN2 | BofA | USD 134 |
6.70% Subordinated Debentures due 20281 | 338915AM3 | BofA | USD 28 |
5.25% Subordinated Notes, due November 2016 | XS0274375673 | BofA | GBP 185 |
5.42% Subordinated Notes, due March 15, 2017 | 060505DA9 | BofA | USD 144 |
8.125% Subordinated Fixed Rate Notes due June 2, 2028 | XS0365909125 | ML&Co. | GBP 102 |
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1 Originally issued by Fleet Financial Group, Inc.
2 Originally issued by NationsBank Corporation.
Payment for Notes of any series will be made in the same currency in which such series of Notes is denominated. Payment is expected to occur on May 25, 2012. 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 following series of Notes that were subject to the Offers are listed on the London Stock Exchange: BofA 4.625% Subordinated Notes, due February 2017 (ISIN: XS0286040331); BofA 4.75% Fixed/Floating Rate Callable Subordinated Notes, due May 2017 (ISIN: XS0301928262); BofA 4.00% Fixed/Floating Rate Callable Subordinated Notes, due March 2018 (ISIN: XS0249443879); BofA 5.25% Subordinated Notes, due November 2016 (ISIN: XS0274375673); and ML&Co. 8.125% Subordinated Fixed Rate Notes due June 2, 2028 (ISIN: XS0365909125). The BofA 3.375% Fixed/Floating Rate Callable Subordinated Notes, due June 14, 2022 (ISIN: CH0031026625) are listed on the SIX Swiss Exchange. The remaining series of Notes that were subject to the Offers are not listed on any securities exchange or regulated market.
BofA Merrill Lynch acted as dealer manager for the Offers.
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 to Purchase and the related applicable Letter of Transmittal.
Forward-Looking Statements
Certain statements in this announcement 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 announcement 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.
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