Bank of America Announces Cash Tender Offers for Certain Senior Notes Maturing in 2014 for up to US$4.0 Billion
Bank of America Announces Cash Tender Offers for Certain Senior Notes Maturing in 2014 for up to US$4.0 Billion
Bank of America Corporation and its wholly-owned subsidiary BAC Canada Finance Company (together, the “Offerors”) today announced the commencement of offers to purchase for cash (the “Offers”) certain of their respective senior notes that have maturities in 2014 and are listed in the table below (collectively, the “Notes”) for aggregate cash consideration of up to US$4.0 billion or its equivalent in the currencies in which certain of the Notes are denominated (the “Maximum Tender Consideration”).
The following table lists the various series of Notes that are subject to the Offers and describes certain terms of the Offers:
|Title of Notes||
|Tender Offer Consideration1||
|Floating Rate Senior Notes due February 5, 2014||XS0285100391||EUR 811||970.83||30.00||1,000.83||1|
|5.375% Senior Notes due June 15, 2014||060505BM5/ US060505BM56||USD 628||1,002.00||30.00||1,032.00||2|
|4.625% Senior Notes due February 18, 2014||XS0186317417||EUR 845||983.21||30.00||1,013.21||3|
|Floating Rate Senior Notes due January 30, 2014||06051GEF2/ US06051GEF28||USD 534||973.72||30.00||1,003.72||4|
|Floating Rate Senior Notes due September 15, 2014||06050MDZ7/ US06050MDZ77||USD 286||974.27||30.00||1,004.27||5|
|Floating Rate Senior Notes due February 21, 20142||05518ZAM8/ CA05518ZAM82||CAD 624||975.39||30.00||1,005.39||6|
|5.125% Senior Notes due September 26, 2014||XS0323119973||EUR 1,161||1,014.09||30.00||1,044.09||7|
|5.125% Senior Notes due November 15, 2014||060505AU8/ US060505AU81||USD 681||1,020.84||30.00||1,050.84||8|
|3.250% Senior Notes due December 10, 2014||CH0018606365||CHF 500||1,006.09||30.00||1,036.09||9|
|Floating Rate Senior Notes due January 31, 20143||XS0284282356||EUR 2,242||971.06||30.00||1,001.06||10|
|5.450% Senior Notes due September 17, 2014||060505DM3/ CA060505DM31||CAD 119||1,008.22||30.00||1,038.22||11|
|4.450% Senior Notes due January 31, 20143||XS0284283081||EUR 1,000||980.56||30.00||1,010.56||12|
|5.000% Senior Notes due February 3, 20143||59018YSU6/ US59018YSU63||USD 832||982.06||30.00||1,012.06||13|
|Floating Rate Senior Notes due July 11, 2014||06051GEL9/ US06051GEL95||USD 445||981.96||30.00||1,011.96||14|
|Floating Rate Senior Notes due May 30, 20143||XS0302633598||EUR 2,240||970.00||30.00||1,000.00||15|
|4.875% Senior Notes due May 30, 20143||XS0302633168||EUR 1,375||996.93||30.00||1,026.93||16|
1 Total Consideration is expressed per 1,000 USD, EUR, CHF or CAD, as applicable. The Total Consideration includes the Early Tender Payment described below.
2 The Floating Rate Senior Notes due February 21, 2014 are obligations of BAC Canada Finance Company; all other issues of Notes are obligations of Bank of America Corporation.
3 Originally issued by Merrill Lynch & Co., Inc.
Notes must be validly tendered prior to 5:00 p.m., New York City time, on October 30, 2013, unless extended (the “Early Tender Deadline”), in order to be eligible to receive the “Total Consideration” listed in the table above, which includes the “Early Tender Payment” of 30.00 in USD, EUR, CHF or CAD, as applicable, per 1,000 principal amount in USD, EUR, CHF or CAD, as applicable. The Offers will expire at 11:59 p.m., New York City time, on November 14, 2013, unless extended (the “Expiration Date”).
Notes that are tendered after the Early Tender Deadline and prior to the Expiration Date will only be eligible to receive the “Tender Offer Consideration” listed in the table above, which is equal to the applicable Total Consideration less the Early Tender Payment. Tendered Notes may be withdrawn until 5:00 p.m., New York City time, on October 30, 2013, unless extended (the “Withdrawal Deadline”).
In no event will the Offerors be obligated to purchase Notes with an aggregate purchase price exceeding the Maximum Tender Consideration. Accordingly, if the aggregate purchase price payable for validly tendered Notes exceeds the Maximum Tender Consideration, tenders of Notes will be accepted for purchase based on the acceptance priority levels specified in the table above (the “Acceptance Priority Levels”) and may be subject to proration. The Offerors reserve the right to increase the Maximum Tender Consideration without extending the Withdrawal Deadline.
The Offerors will accept validly tendered 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 16). All validly tendered Notes of a series having a higher Acceptance Priority Level will be accepted for purchase, subject to the Maximum Tender Consideration, before any validly tendered 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 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 Notes with a lower Acceptance Priority Level will be accepted. However, all Notes tendered prior to the Early Tender Deadline will be accepted in priority to any Notes tendered after the Early Tender Deadline (regardless of their Acceptance Priority Level).
The settlement date for all Notes that are tendered prior to the Early Tender Deadline, and that are accepted for purchase, will occur within three business days after the Early Tender Deadline and is expected to be November 4, 2013. The settlement date for any Notes that are tendered after the Early Tender Deadline but prior to the Expiration Date, and that are accepted for purchase, will occur within three business days after the Expiration Date and is expected to be November 19, 2013.
Payment for Notes of any series that is accepted for purchase will be made in the same currency in which such series of Notes is denominated. Holders of Notes accepted for purchase will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but not including, the applicable settlement date.
The complete terms and conditions of the Offers are described in the Offer to Purchase, dated October 17, 2013 (the "Offer to Purchase"), and the related Letters of Transmittal (the "Letters of Transmittal"). The Offers are not conditioned upon any minimum principal amount of Notes being tendered.
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 firstname.lastname@example.org. 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 applicable 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 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 neither 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, 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 Offers 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 5,200 retail banking offices and approximately 16,200 ATMs and award-winning online banking with 30 million active users and more than 14 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 listed on the New York Stock Exchange.
Certain statements in this news release 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.” 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, 2012 and in any of Bank of America’s other subsequent Securities and Exchange Commission filings.
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Investors May Contact:
Jonathan G. Blum, Bank of America, 1.212.449.3112
Reporters May Contact:
Jerry Dubrowski, Bank of America, 1.980.388.2840