BANK OF AMERICA

Investor Relations

Bank of America Announces Commencement of Cash Tender Offer for Certain Subordinated Notes

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CHARLOTTE, N.C.--(BUSINESS WIRE)--Jan. 19, 2012-- Bank of America Corporation and its wholly-owned subsidiary Merrill Lynch & Co., Inc. (the “Offerors”) today announced the commencement of an offer to purchase (the “Offer”) certain subordinated notes listed in the table below (collectively, the “Notes”) for aggregate cash consideration of up to US$1.5 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 Offer and describes certain terms of the Offer:

Title of Notes   CUSIP Number/

ISIN

  Issuer/

Obligor

 

Principal

Amount

Outstanding
(in millions)

 

Total

Consideration1

 

Acceptance

Priority

Level

6.50% Subordinated Notes, due September 2037

060505DL5 BofA   USD 497 952.08 1

6.22% Subordinated Notes due September 15, 2026

59022CAB9 ML&Co. USD 1,322 950.78 2

6 7/8% Subordinated Debentures due 20282

338915AH4 BofA USD 483 972.51 3

8.125% Subordinated Fixed Rate Notes due June 2, 2028

XS0365909125 ML&Co. GBP 375 954.10 4
7¼% Subordinated Notes, due 20253 638585AP4 BofA USD 449 1,000.00 5
4.625% Subordinated Notes, due February 2017 XS0286040331 BofA EUR 805 917.50 6
6.80% Subordinated Notes, due 20283 638585BF5 BofA USD 398 950.15 7
5.25% Subordinated Notes, due November 2016 XS0274375673 BofA GBP 500 936.73 8
5.15% Subordinated Notes, due May 2017 CA060505DE15 BofA CAD 500 941.98 9
5.42% Subordinated Notes, due March 15, 2017 060505DA9 BofA USD 1,669 976.66 10
6.70% Subordinated Debentures due 20282 338915AM3 BofA USD 250 939.43 11
Subordinated 5.50% Fixed Rate Registered Notes due November 22, 2021 XS0275719135 ML&Co. GBP 300 805.39 12
Floating Rate Subordinated Notes, due 2016 060505CN2 BofA USD 500 810.39 13
5.70% Subordinated Notes due May 2, 2017 59022CCS0 ML&Co. USD 958 981.74 14
6.050% Subordinated Notes due May 16, 2016 5901884M7 ML&Co. USD 1,867 1,000.00 15
Subordinated 4.625% Fixed Rate Registered Notes due September 14, 2018 XS0267828308 ML&Co. EUR 650 818.85 16
4.00% Fixed/Floating Rate Callable Subordinated Notes, due March 2018 XS0249443879 BofA EUR 1,577 825.00 17
4.75% Fixed/Floating Callable Subordinated Notes, due May 2017 XS0301928262 BofA EUR 1,250 835.00 18
5¼% Subordinated Notes, due 2015 060505BG8 BofA USD 700 986.21 19

_______________

1 The Total Consideration is expressed per 1,000 USD, EUR, GBP or CAD, as applicable. The Total Consideration includes the Early Tender Payment described below.
2 Originally issued by Fleet Financial Group, Inc.
3 Originally issued by NationsBank Corporation.

If the Offer is oversubscribed, the Notes in each series will be accepted in numerical order according to the Acceptance Priority Level for that series, as listed in the table above. Accordingly, all tenders of Notes with an Acceptance Priority Level of “1” will be accepted before any tenders of Notes with an Acceptance Priority Level of “2” are accepted, and so on until the Maximum Tender Consideration has been allocated. In the event that, after accepting all tenders of Notes with a particular Acceptance Priority Level, the remaining portion of the Maximum Tender Consideration is sufficient to accept some, but not all, tenders of Notes with the next Acceptance Priority Level, then tenders of Notes in that next series will be accepted on a pro rata basis according to the aggregate principal amount of tenders of that series. After allocating the Maximum Tender Consideration in this manner, no tenders of Notes with any subsequent Acceptance Priority Level will be accepted. 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, EUR, GBP or CAD, as applicable, per 1,000 principal amount in USD, EUR, GBP or CAD, as applicable. This “Early Tender Payment” will be made only for Notes that are validly tendered prior to the “Early Tender Deadline” at 5:00 p.m., New York City time, on February 1, 2012, unless extended, and that are accepted for purchase. Notes 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, EUR, GBP or CAD, as applicable, per 1,000 principal amount in USD, EUR, GBP or CAD, as applicable.

The Offer will expire at midnight, New York City time, on February 15, 2012, unless extended. Tendered Notes may be withdrawn until 5:00 p.m., New York City time, on February 1, 2012, unless extended.

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. Payment is expected to occur within two business days after the expiration date. 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 Offer are described in the Offer to Purchase, dated January 19, 2012 (the "Offer to Purchase"), and the related Letters of Transmittal (the "Letters of Transmittal"). The Offer is 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 Offer. 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 bofa@dfking.com. You may also obtain these documents without charge by accessing http://www.dfking.com/bofa. Other questions regarding the Offer may be directed to BofA Merrill Lynch, the dealer manager for the Offer, 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 Offer is 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 Offer.

Italy. The Offer is not being made in Italy. None of the Offer, the Offer to Purchase or any other documents or materials relating to the Offer 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 Offer is not available to them, they may not tender Notes pursuant to the Offer 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 Offer 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 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 Offer, the Offer to Purchase and any other documents or materials relating to the Offer is 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 17,750 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. 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 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 Offer and the timing of the payment for the tendered Notes.

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

www.bankofamerica.com

Source: Bank of America

Investors May Contact:
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