Bank of America Corporation announced today that it is soliciting consents (the "Consent Solicitation") to proposed amendments (each a "Proposed Amendment") from the holders of the outstanding securities listed in the table below (collectively, the “Capital Securities”).
| CUSIP | Issuing Trust | Title of Securities | Aggregate Liquidation Amount Outstanding | Liquidation Amount per Security | ||||||||||
| 06605HAA6 | BankAmerica Institutional Capital A | 8.07% Capital Securities, Series A | $450,000,000 | $1,000 | ||||||||||
| 065912AA5 | BankAmerica Institutional Capital B | 7.7% Capital Securities, Series B | $300,000,000 | $1,000 | ||||||||||
| 066048AA7 | BankAmerica Capital II | 8% Cumulative Semi-Annual Income Preferred Securities, Series 2 | $450,000,000 | $1,000 | ||||||||||
| 066047AA9 | BankAmerica Capital III | Floating Rate Capital Securities, Series 3 | $400,000,000 | $1,000 | ||||||||||
| 55263BAA9 | MBNA Capital A | 8.278% Capital Securities, Series A | $250,000,000 | $1,000 | ||||||||||
| 55263KAA9 | MBNA Capital B | Floating Rate Capital Securities, Series B | $280,000,000 | $1,000 | ||||||||||
| 55266J200 | MBNA Capital D | 8.125% Trust Preferred Securities, Series D | $300,000,000 | $25 | ||||||||||
| 55270B201 | MBNA Capital E | 8.10% Trust Originated Preferred Securities, Series E | $200,000,000 | $25 |
Bank of America is soliciting consents from security holders of record as of November 14, 2011, to amend the declaration of trust governing each series of Capital Securities.
Bank of America is offering to pay each holder who validly delivers, and does not revoke, its consent before the consent solicitation expires, a cash payment of $2.50 for each $1,000 in liquidation amount or $0.0625 for each $25 in liquidation amount (the “Consent Fee”) of Capital Securities, subject to satisfaction or waiver of certain conditions. With respect to each series of Capital Securities, the consent of holders of at least a majority in aggregate principal amount of such series (the "Requisite Consent") is required. Payment of the Consent Fee for any particular Capital Securities is not conditioned on the receipt of the Requisite Consent of any other Capital Securities.
The effect of the Proposed Amendment for any series of Capital Securities will be, if any Capital Securities of such series are acquired by Bank of America, to permit the delivery of such securities to the property trustee for cancellation in exchange for a like amount of the underlying junior subordinated debt, which would then be presented to the applicable debt trustee for cancellation.
The Consent Solicitation will expire at 5 p.m., New York City time, on November 23, 2011, unless extended with respect to one or more series of Capital Securities (the "Expiration Date"). Subject to the satisfaction of the conditions to the Consent Solicitation, including the receipt of the Requisite Consent, the Proposed Amendments will become effective upon the execution and delivery of the implementing amendments to the declaration of trust promptly following the Expiration Date. Holders of the Capital Securities are referred to the Consent Solicitation Statement dated November 15, 2011, and the related Consent Letter, which are being sent to holders, for the complete terms and conditions of the Consent Solicitation.
D.F. King & Co., Inc. serves as information agent and tabulation agent for the Consent Solicitation. Requests for documents should be directed to D.F. King & Co., Inc. at 800.549.6746 (U.S. toll-free) or 212.269.5550 (collect). Questions regarding the Consent Solicitation may be directed to BofA Merrill Lynch, the solicitation agent for the Consent Solicitation at 888.292.0070 (toll-free) or 980.388.3646 (collect).
This announcement is for information purposes only and is not an offer to purchase or sell, a solicitation of an offer to purchase or sell, or a solicitation of consents with respect to any securities. The solicitation is being made solely pursuant to the above-described Consent Solicitation Statement dated November 15, 2011, and the related letter of consent.
The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.
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. The company provides unmatched convenience in the United States, serving approximately 58 million consumer and small business relationships with approximately 5,700 retail banking offices and approximately 17,750 ATMs and award-winning online banking with 30 million active 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 4 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 and are forward-looking statements within 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.” The forward-looking statements made in this press release include, without limitation, statements concerning: completion of the consent solicitations, the future amendment to the trust documentation and the future acquisition of trust securities by Bank of America. 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 following uncertainties and risks, as well as those more fully discussed under Item 1A. “Risk Factors” of Bank of America’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, Item 1A. “Risk Factors” of Bank of America’s Annual Report on Form 10-K for the year ended December 31, 2010 and in any of Bank of America’s other subsequent Securities and Exchange Commission filings: satisfaction of the conditions to the Consent Solicitation, including the receipt of the Requisite Consent; and the Proposed Amendments becoming effective upon the execution and delivery of the implementing amendments to the declaration of trust.
For more Bank of America news, visit the Bank of America newsroom.
Contacts:
Kevin Stitt, Bank of America, 1.980.386.5667
Lee
McEntire, Bank of America, 1.980.388.6780
Reporters May Contact:
Jerry
Dubrowski, Bank of America, 1.980.388.2840
jerome.f.dubrowski@bankofamerica.com
