REG - Bank of America Corp - Tender Offer

Thu Apr 26, 2012 6:02am EDT

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RNS Number : 1345C
Bank of America Corporation
26 April 2012
 

 

April 25, 2012

 

 

Bank of America Announces Commencement of Cash Tender Offers for Certain Capital Securities

 

CHARLOTTE - Bank of America Corporation and its wholly-owned subsidiaries BANA Holding Corporation and NB Holdings Corporation (the "Offerors") today announced the commencement of separate offers to purchase (the "Offers") certain trust capital securities listed in the table below (collectively, the "Securities") for aggregate cash consideration of up to US$750 million or its equivalent in British pounds (the "Maximum Tender Consideration").

 

The following table lists the various series of Securities that are subject to the Offers and describes certain terms of the Offers:

 

Title of Securities

Dividend Rate

Issuing Trust

CUSIP Number/

ISIN

Offeror

Aggregate Liquidation Preference Outstanding
(in millions)

Total Consideration1

Floating Rate Capital Securities

3mo L + 55 bps

NB Capital Trust III

62874FAA7

BofA

USD 206

850.00

Floating Rate Capital Securities, Series 3

3mo L + 57 bps

BankAmerica Capital III

066047AA9

BofA

USD 173

850.00

Floating Rate Capital Securities

 

3mo L + 60 bps

BankBoston Capital Trust IV

06605YAA9

BofA

USD 155

850.00

Floating Rate Capital Securities

3mo L + 62.5 bps

Barnett Capital Trust III

06808NAE0 / 06808NAA8

NB Holdings

USD 175

850.00

Floating Rate Capital Securities

 

3mo L + 75 bps

BankBoston Capital Trust III

06605VAA5

BofA

USD 104

850.00

Floating Rate Capital Securities

 

3moL + 80 bps

BAC Capital Trust XV

05518WAA1

BofA

USD 54

800.00

Floating Rate Capital Securities, Series B

3mo L + 80 bps

MBNA Capital B

55263KAA9

BofA

USD 108

850.00

Floating Rate Capital Securities

 

3mo L + 100 bps

Fleet Capital Trust V

33889WAA4

BofA

USD 98

850.00

Fixed/Floating Rate Noncumulative Trust Preferred Securities

 

3mo L + 105.5 bps

BAC LB Capital Funding Trust I2

00371G105

BANA Holding

USD 162

800.00

5¼% Capital Securities

5.250%

BAC Capital Trust VII

XS0226849221

BofA

GBP 66

923.75

5⅝% Capital Securities

 

5.625%

BAC Capital Trust VI

05518F209

BofA

USD 170

1,010.00

6⅝% Capital Securities

 

6.625%

BAC Capital Trust XI

056335AA0

BofA

USD 763

1,129.38

_______________

1      The Total Consideration is expressed per 1,000 USD or GBP, as applicable. The Total Consideration includes the Early Tender Payment described below.

2      Formerly known as ABN AMRO North America Capital Funding Trust I.

 

If the Offers are oversubscribed, the Securities will be accepted on a pro rata basis according to the aggregate principal amount of tenders of Securities of all series, taken together as a single class. The Offerors reserve the right, but are not obligated, to increase the Maximum Tender Consideration.

 

The "Total Consideration" listed in the table above includes a cash payment of 30.00 in USD or GBP, as applicable, per 1,000 principal amount in USD or GBP, as applicable. This "Early Tender Payment" will be made only for Securities that are validly tendered prior to the "Early Tender Deadline" at 5:00 p.m., New York City time, on May 8, 2012, unless extended, and that are accepted for purchase. Securities that are tendered after the "Early Tender Deadline" will only be eligible to receive the "Tender Offer Consideration" for each series, which is an amount equal to the applicable Total Consideration for that series, minus 30.00 in USD or GBP, as applicable, per 1,000 principal amount in USD or GBP, as applicable.

 

The Offers will expire at midnight, New York City time, on May 22, 2012, unless extended.  Tendered Securities may be withdrawn until 5:00 p.m., New York City time, on May 8, 2012, unless extended.  

 

Payment for Securities of any series that is accepted for purchase will be made in the same currency in which such series of Securities is denominated. Payment is expected to occur within three business days after the expiration date. Holders of Securities accepted for purchase will also receive accrued and unpaid distributions on their purchased Securities from the last distribution payment date applicable to such Securities 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 Letter of Transmittal (the "Letter of Transmittal"). The Offers are not conditioned upon any minimum principal amount of Securities being tendered.

 

The MBNA Capital B Floating Rate Capital Securities, Series B (CUSIP Number: 55263KAA9) are listed on the New York Stock Exchange.  The BAC Capital Trust VII 5 ¼% Capital Securities (ISIN: XS0226849221) are listed on the London Stock Exchange.  The remaining series of Securities are not listed on any securities exchange or regulated market.

 

The Federal Reserve Bank of Richmond, in consultation with the Board of Governors of the Federal Reserve System, has informed the company that it has approved the proposed capital action.

 

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 800.549.6746 (U.S. toll-free), 212.269.5550 (international) 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 888.292.0070 (U.S. toll-free) or 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 to Purchase and the related Letter of Transmittal. 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 Securities 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 Bank of America Corporation, 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 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 Chapter 7 of the Corporations Act.  In addition, (a) no offers or applications will be made or invited for the purchase or solicitation of tenders of any Securities in Australia (including an offer or invitation which is received by a person in Australia); and (b) the Offer to Purchase or any other offering material or advertisement relating to any Securities will not be distributed or published in Australia, unless (i) such action complies with all applicable laws, directives, and regulations (including, without limitation, Part 6D.2 of the Corporations Act or the licensing requirements set out in Chapter 7 of the Corporations Act); (ii) such action does not require any document to be lodged with ASIC; and (iii) the offer and invitation is only directed at professional investors as defined in Section 9 of the Corporations Act or wholesale clients as defined in Section 761G of the Corporations Act or is otherwise made only in circumstances specified in Corporations Regulation 7.9.97.

Belgium.  Neither the Offer to Purchase nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (each as amended or replaced from time to time) (together, the "Belgian Public Offer Law").  Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Offer to Purchase nor 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 Public Offer Law (as amended or replaced from time to time), acting on their own account.  Insofar as Belgium is concerned, the Offer to Purchase has 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 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.  Neither the Offer to Purchase nor 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 investment services relating to 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, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 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.

 

Italy.  The Offers are not being made in Italy.  None of the Offers, 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 Securities are notified that, to the extent holders are located or resident in Italy, the Offers are not available to them, they may not tender Securities pursuant to the Offers and, as such, any tender instructions received from or on behalf of such persons shall be ineffective and void, and neither the Offer to Purchase nor any other documents or materials relating to the Offers or the Securities may be distributed or made available in Italy, in either 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.

 

Singapore.  Neither the Offer to Purchase nor 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 Securities 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 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.

United Kingdom.  The communication of the Offers, the Offer to Purchase and any other documents or materials relating to the Offers is not being made by, and such documents and/or materials have not been approved by, an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000.  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), persons who are within Articles 42 and 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

 

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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