Bank of America

Investor Relations

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

CHARLOTTE, N.C.--(BUSINESS WIRE)--Apr. 25, 2012-- 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/



(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


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 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 You may also obtain these documents without charge by accessing 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.

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 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. The communication of the Offers, the Offer to Purchase and any other documents or materials relating to the Offers are 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.

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 57 million consumer and small business relationships with approximately 5,700 retail banking offices and approximately 17,250 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. 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 the expected timing of payment for the tendered Securities. . 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.

For more Bank of America news, visit the Bank of America newsroom.

Source: Bank of America

Investors May Contact:
Patricia Noneman, Bank of America, 1.980.388.3591
Jonathan G. Blum, Bank of America, 1.212.449.3112
Reporters May Contact:
Jerry Dubrowski, Bank of America, 1.980.388.2840

Bank of America

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The information contained on this Investor Relations web site is provided for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The financial and other information that may be accessed on this Investor Relations web site speaks only as of the particular dates referenced in the information or the dates the information was originally issued. This information may have since become superseded as a result of later circumstances or events. Bank of America does not undertake any obligation, and disclaims any duty, to update this information. In addition, this information may contain forward-looking statements that are subject to various risks and uncertainties that could cause actual outcomes or results to differ materially from those expressed in or implied by any forward-looking statement. The risks and uncertainties that could affect the company's actual outcomes or results are discussed more fully in our most recent Annual Report on Form 10-K, as well as any updated risks and uncertainties contained in subsequent reports filed with the Securities and Exchange Commission.