Bank of America

Investor Relations

Bank of America Announces Expiration and Final Results of Tender Offers for Certain Subordinated Notes

CHARLOTTE, N.C.--(BUSINESS WIRE)--May. 23, 2012-- Bank of America Corporation and its wholly-owned subsidiary Merrill Lynch & Co., Inc. (the "Offerors") today announced the expiration of their tender offers (the "Offers") for certain of their respective subordinated notes listed in the table below (collectively, the "Notes").

As of the "Expiration Date" for the Offers, which was midnight, New York City time, on May 22, 2012, a total of approximately $2.085 billion (or its equivalent in the currencies in which certain of the Notes are denominated) in aggregate principal amount of the Notes had been validly tendered and not withdrawn. All such tendered Notes will be accepted for purchase.

The following table lists the series of Notes that were subject to the Offers and the aggregate principal amount of each series of Notes tendered and not withdrawn as of the Expiration Date:

Title of Notes   CUSIP Number/




  Principal Amount Tendered
(in millions)
6.05% Subordinated Notes, due February 15, 2038   06050XA94   BofA   USD 20
6.50% Subordinated Notes, due September 2037 060505DL5 BofA USD 57
6 7/8% Subordinated Debentures due 20281 338915AH4 BofA USD 104
6.22% Subordinated Notes due September 15, 2026 59022CAB9 ML&Co. USD 219
4.625% Subordinated Notes, due February 2017 XS0286040331 BofA EUR 98
7¼% Subordinated Notes, due 20252 638585AP4 BofA USD 99
6.80% Subordinated Notes, due 20282 638585BF5 BofA USD 53
4.81% Fixed/Floating Rate Callable Subordinated Notes, due June 2016 CA060505CF98 BofA CAD 0
4.75% Fixed/Floating Rate Callable Subordinated Notes, due May 2017 XS0301928262 BofA EUR 218
4.00% Fixed/Floating Rate Callable Subordinated Notes, due March 2018 XS0249443879 BofA EUR 181
3.375% Fixed/Floating Rate Callable Subordinated Notes, due June 14, 2022 CH0031026625 BofA CHF 129
Floating Rate Subordinated Notes, due 2016 060505CN2 BofA USD 134
6.70% Subordinated Debentures due 20281 338915AM3 BofA USD 28
5.25% Subordinated Notes, due November 2016 XS0274375673 BofA GBP 185
5.42% Subordinated Notes, due March 15, 2017 060505DA9 BofA USD 144
8.125% Subordinated Fixed Rate Notes due June 2, 2028 XS0365909125 ML&Co. GBP 102


1 Originally issued by Fleet Financial Group, Inc.
2 Originally issued by NationsBank Corporation.

Payment for Notes of any series will be made in the same currency in which such series of Notes is denominated. Payment is expected to occur on May 25, 2012. Holders of Notes accepted for purchase will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date applicable to such Notes 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 Letters of Transmittal (the "Letters of Transmittal").

BofA Merrill Lynch acted as dealer manager for the Offers.

This news release shall not constitute a solicitation to buy or an offer to purchase any securities. The Offers were made only pursuant to the Offer to Purchase and the related applicable Letter of Transmittal.

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 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.

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

Source: Bank of America Corporation

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 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.