Bank of America Announces Cash Tender Offers for Certain Senior Notes Maturing in 2014 for up to US$5.0 Billion

CHARLOTTE, N.C.--()--Bank of America Corporation and its wholly-owned subsidiaries Merrill Lynch & Co., Inc. and BAC Canada Finance Company (together, the “Offerors”) today announced the commencement of offers to purchase for cash relating to 13 series of their respective senior notes that have maturities in 2014 and are listed in the tables below (the “Notes”).

The purchase price offered per USD1,000, EUR1,000 or CAD1,000 principal amount, as applicable, of each series of Notes will be either (1) in the case of each series of Notes with a floating rate of interest, the fixed price for such series specified in the tables below or (2) in the case of each series of Notes with a fixed rate of interest (“Fixed Rate Notes”), a price that will be determined by reference to the fixed spread for such series specified in the tables below, plus the yield (the “Reference Yield”) of the applicable reference benchmark specified in the tables below (based on the bid-side price of such reference benchmark, as quoted on the applicable Bloomberg page specified in the tables below on the applicable price determination date).

Any and All Offer

Bank of America is offering, 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 table below (the “Any and All Notes”):

Title of Notes    
Issuer
   

CUSIP Number/
ISIN

   

Principal
Amount
Outstanding
(in millions)

   

Fixed Spread/
Fixed Price1

   

Reference
Benchmark

   

Bloomberg
Reference
Page

Floating Rate
Senior Notes, due
February 5, 2014

BofA XS0285100391 EUR 1,775 1,002.11 N/A N/A
 

5.125% Fixed
Rate Senior Notes
due September
26, 2014

BofA XS0323119973 EUR 1,775 0 bps

4 ¼% DBR
due
7/4/2014

FIT GE0-1

_______________

1 Per EUR1,000.

The Any and All Offer is not subject to proration. The Any and All Offer will expire at 5:00 p.m., New York City time, on July 31, 2013, unless extended or earlier terminated (the “Any and All Expiration Date”). Any and All Notes may be validly withdrawn at any time until 5:00 p.m., New York City time, on July 31, 2013, unless extended.

The price for Fixed Rate Notes included in the Any and All Offer will be determined based on the Reference Yield at 2:00 p.m., London time, on July 31, 2013. The settlement date for Any and All Notes that are accepted for purchase will occur promptly after the Any and All Expiration Date and is expected to be on August 5, 2013.

Maximum Offer

The Offerors are offering, upon the terms and conditions described below (the “Maximum Offer”), to purchase the 11 series of Notes listed in the table below (the “Maximum Offer Notes”) for an aggregate purchase price of up to US$5.0 billion (or its equivalent in other currencies in which the Notes are denominated), less the aggregate purchase price for the Any and All Notes accepted for purchase in the Any and All Offer (the “Maximum Payment Amount”).

Title of Notes  
Issuer
 

CUSIP Number/
ISIN

 

Principal
Amount
Outstanding
(in millions)

 

Fixed
Spread/
Fixed
Price1

 

 

 

Reference
Benchmark

 

 

Bloomberg
Reference
Page

 

Acceptance
Priority
Level

5.375% Fixed Rate
Senior Notes due
June 15, 2014

BofA

060505BM5/
US060505BM56

 

USD 1,000 0 bps

0 ¾% U.S.
Treasury
Note due
6/15/2014

PX3 1
 

4.625% Fixed Rate
Senior Notes due
February 18, 2014

BofA XS0186317417 EUR 1,250 0 bps

4 ¼% DBR
due
1/4/2014

FIT GE0-1 2
 

5.125% Fixed Rate
Senior Notes due
November 15,
2014

BofA

060505AU8/
US060505AU81

 

USD 991 0 bps

0 ⅜% U.S.
Treasury
Note due
11/15/2014

PX4 3
 

Floating Rate
Senior Notes due
September 15, 2014

BofA

06050MDZ7/
US06050MDZ77

 

USD 575 1,005.68 N/A N/A 4
 

5.450% Fixed Rate
Senior Notes, due
September 17,
2014

BofA

060505DM3/
CA060505DM31

 

CAD 400 0 bps

2 ¼%
Government
of Canada
bond due
8/1/2014

FIT CAN0-
50

5
 

Floating Rate
Senior Notes
due January 30,
2014

 

BofA

06051GEF2/
US06051GEF28

 

USD 1,523 1,007.43 N/A N/A 6
 

Floating Rate
Senior Notes
due February 21,
2014

 

BAC
CFC

05518ZAM8/
CA05518ZAM82

 

CAD 650 1,008.33 N/A N/A 7
 

Floating Rate
Senior Notes
due July 11, 2014

 

BofA

06051GEL9/
US06051GEL95

 

USD 445 1,015.81 N/A N/A 8
 

4.450% Fixed Rate
Senior Notes due
January 31, 2014

ML&Co XS0284283081 EUR 1,000 0 bps

4 ¼% DBR
due
1/4/2014

FIT GE0-1 9
 

5.000% Fixed Rate
Senior Notes due
February 3, 2014

ML&Co

59018YSU6/
US59018YSU63

 

USD 832 0 bps

0 ¼% U.S.
Treasury
Note due
1/31/2014

PX3 10
 

Floating Rate
Senior Notes
due January 31,
2014

 

ML&Co XS0284282356 EUR 2,242 1,002.43 N/A N/A 11

_______________

1 Per USD1,000, EUR1,000 or CAD1,000, as applicable.

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”). Maximum Offer Notes may be validly withdrawn at any time until 11:59 p.m., New York City time, on August 14, 2013, unless extended (the “Maximum Offer Withdrawal Date”).

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.

The Offerors reserve the right to increase the Maximum Payment Amount without extending the Maximum Offer Withdrawal Date. 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.

The price for Fixed Rate Notes included in the Maximum Offer will be determined based on the Reference Yield on 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 and Canadian dollars). The settlement date for Maximum Offer Notes that are accepted for purchase will occur promptly following the Maximum Offer Expiration Date and is expected to be on August 19, 2013.

General

In addition to the purchase price for their Notes, all holders of Notes accepted for purchase will receive accrued and unpaid interest on such Notes from the last interest payment date up to, but not including, the applicable settlement date. The purchase price and accrued interest for 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 newsrelease, 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.

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www.bankofamerica.com

Contacts

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
jerome.f.dubrowski@bankofamerica.com

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Contacts

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
jerome.f.dubrowski@bankofamerica.com