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.
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 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 +1.888.292.0070 (U.S.
toll-free) or +1.980.388.3646 (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 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.
Italy. None of the Offers, this news release, 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 news
release, 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, 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.
United Kingdom. This news release, 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 news release 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 news
release, 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.
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. We serve approximately 51 million
consumer and small business relationships with approximately 5,300
retail banking offices and approximately 16,350 ATMs and award-winning
online banking with 30 million active users and more than 13 million
mobile 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
3 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 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.
Visit the Bank of America newsroom for more Bank
of America news.
www.bankofamerica.com
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