Filed Pursuant to Rule 424 (b)(3)
Registration No. 333-132911
PRICING SUPPLEMENT
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(To MTN prospectus supplement,
general prospectus supplement
and prospectus, each dated March 31, 2006)
Pricing Supplement Number: 2691
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $585,000,000 Original Issue Date: March 23, 2007
CUSIP Number: 59018YB26 Stated Maturity Date: March 23, 2010
ISIN: US59018YB265
Issue Price: 100%
Interest Calculation: Day Count Convention:
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|X| Regular Floating Rate Note |X| Actual/360
|_| Inverse Floating Rate Note |_| 30/360
(Fixed Interest Rate): |_| Actual/Actual
Interest Rate Basis:
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|X| LIBOR |_| Commercial Paper Rate
|_| CMT Rate |_| Eleventh District Cost of Funds Rate
|_| Prime Rate |_| CD Rate
|_| Federal Funds Rate |_| Other (see attached)
|_| Treasury Rate
Designated LIBOR Page:
Reuters Page LIBOR01
Index Maturity: Three Months Minimum Interest Rate: Not Applicable
Spread: +0.10% Maximum Interest Rate: Not Applicable
Initial Interest Rate: Calculated as if the Original Spread Multiplier: Not Applicable
Issue Date was an Interest Reset Date
Interest Reset Dates: Quarterly, on the 23rd of March, June, September and December, commencing on June 23, 2007,
subject to modified following Business Day convention.
Interest Payment Dates: Quarterly, on the 23rd of March, June, September and December, commencing on June 23, 2007,
subject to modified following Business Day convention.
Repayment at the
Option of the Holder: The Notes cannot be repaid prior to the Stated Maturity Date.
Redemption at the
Option of the Company: The Notes cannot be redeemed prior to the Stated Maturity Date.
Form: The Notes will be issued in fully registered book-entry form.
As described in the accompanying general prospectus
supplement, upon issuance, all of the Notes will be
represented by one or more fully registered global Notes. Each
global Note will be deposited with, or on behalf of, The
Depository Trust Company, otherwise known as DTC, or any
successor to it (the "depository"), as depositary, and
registered in the name of Cede & Co., DTC's partnership
nominee. Unless and until it is exchanged in whole or in part
for Notes in definitive form, no global Note may be
transferred except as a whole by the depository to a nominee
of the depository or by a nominee of the depository to the
depository or another nominee of the depository or by the
depository or any nominee to a successor of the depository or
a nominee of its successor. Investors may elect to hold
interests in the global Notes through either the depository,
in the United States, or Clearstream Banking, societe anonyme
("Clearstream, Luxembourg"), or Euroclear Bank S.A./N.V., as
operator of the Euroclear System ("Euroclear"), if they are
participants in these systems, or indirectly through
organizations which are participants in these systems.
Clearstream, Luxembourg and Euroclear will hold interests on
behalf of their participants through customers' securities
accounts in Clearstream, Luxembourg's and Euroclear's names on
the books of their respective depositaries, which in turn will
hold interests in customers' securities accounts in the
depositaries' names on the books of the depository. At the
present time, Citibank, N.A. acts as U.S. depositary for
Clearstream, Luxembourg and JPMorgan Chase Bank, N.A. acts as
U.S. depositary for Euroclear (each a "U.S. Depositary").
Beneficial interests in the global securities will be held in
denominations of $1,000 and integral multiples thereof. Except
as set forth below or in the accompanying general prospectus
supplement, the global securities may be transferred, in whole
but not in part, only to another nominee of the depository or
to a successor of the depository or its nominee.
Clearstream, Luxembourg advises that it is incorporated under
the laws of Luxembourg as a professional depositary.
Clearstream, Luxembourg holds securities for its participating
organizations ("Clearstream, Luxembourg Participants") and
facilitates the clearance and settlement of securities
transactions between Clearstream, Luxembourg Participants
through electronic book-entry changes in accounts of
Clearstream, Luxembourg Participants, thereby eliminating the
need for physical movement of certificates. Clearstream,
Luxembourg provides to Clearstream, Luxembourg Participants,
among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream, Luxembourg
interfaces with domestic markets in several countries. As a
professional depositary, Clearstream, Luxembourg is subject to
regulation by the Luxembourg Monetary Institute. Clearstream,
Luxembourg Participants are recognized financial institutions
around the world, including underwriters, securities brokers
and dealers, banks, trust companies, clearing corporations and
certain other organizations and may include the underwriters.
Indirect access to Clearstream, Luxembourg is also available
to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a
Clearstream, Luxembourg Participant either directly or
indirectly.
Distributions with respect to the Notes held beneficially
through Clearstream, Luxembourg will be credited to cash
accounts of Clearstream, Luxembourg Participants in accordance
with its rules and procedures, to the extent received by the
U.S. Depositary for Clearstream, Luxembourg.
Euroclear advises that it was created in 1968 to hold
securities for participants of Euroclear ("Euroclear
Participants") and to clear and settle transactions between
Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the
need for physical movement of certificates and any risk from
lack of simultaneous transfers of securities and cash.
Euroclear includes various other services, including
securities lending and borrowing and interfaces with domestic
markets in several countries. Euroclear is operated by
Euroclear Bank S.A./N.V., as operator of the Euroclear System
(the "Euroclear Operator"), under contract with Euroclear
Clearance Systems S.C., a Belgian cooperative corporation (the
"Cooperative").
The Euroclear Operator conducts all operations, and all
Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for Euroclear
on behalf of Euroclear Participants. Euroclear Participants
include banks (including central banks), securities brokers
and dealers and other professional financial intermediaries
and may include the underwriters. Indirect access to Euroclear
is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear
Participant, either directly or indirectly.
Securities clearance accounts and cash accounts with the
Euroclear Operator are governed by the Terms and Conditions
Governing Use of Euroclear and the related Operating
Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and
Conditions govern transfers of securities and cash within
Euroclear, withdrawals of securities and cash from Euroclear,
and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts
under the Terms and Conditions only on behalf of Euroclear
Participants, and has no record of or relationship with
persons holding through Euroclear Participants.
Distributions with respect to notes held beneficially through
Euroclear will be credited to the cash accounts of Euroclear
Participants in accordance with the Terms and Conditions, to
the extent received by the U.S. Depositary for Euroclear.
Secondary market trading between depository participants will
occur in the ordinary way in accordance with the depository's
rules. Secondary market trading between Clearstream,
Luxembourg Participants and Euroclear Participants will occur
in the ordinary way in accordance with the applicable rules
and operating procedures of Clearstream, Luxembourg and
Euroclear and will be settled using the procedures applicable
to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or
indirectly through the depository on the one hand, and
directly or indirectly through Clearstream, Luxembourg or
Euroclear Participants, on the other, will be effected within
the depository in accordance with the depository's rules on
behalf of the relevant European international clearing system
by its U.S. Depositary; however, such cross-market
transactions will require delivery of instructions to the
relevant European international clearing system by the
counterparty in such system in accordance with its rules and
procedures and within its established deadlines (European
time). The relevant European international clearing system
will, if the transaction meets its settlement requirements,
deliver instructions to its U.S. Depositary to take action to
effect final settlement on its behalf by delivering or
receiving notes in the depository, and making or receiving
payment in accordance with normal procedures. Clearstream,
Luxembourg Participants and Euroclear Participants may not
deliver instructions directly to their respective U.S.
Depositaries.
Because of time-zone differences, credits of notes received in
Clearstream, Luxembourg or Euroclear as a result of a
transaction with a depository participant will be made during
subsequent securities settlement processing and dated the
business day following the depository settlement date. Such
credits, or any transactions in the notes settled during such
processing, will be reported to the relevant Euroclear
Participants or Clearstream, Luxembourg Participants on that
business day. Cash received in Clearstream, Luxembourg or
Euroclear as a result of sales of notes by or through a
Clearstream, Luxembourg Participant or a Euroclear Participant
to a depository participant will be received with value on the
business day of settlement in the depository but will be
available in the relevant Clearstream, Luxembourg or Euroclear
cash account only as of the business day following settlement
in the depository.
Although the depository, Clearstream, Luxembourg and Euroclear
have agreed to the foregoing procedures in order to facilitate
transfers of securities among participants of the depository,
Clearstream, Luxembourg and Euroclear, they are under no
obligation to perform or continue to perform such procedures
and they may discontinue the procedures at any time.
All information in this pricing supplement on Clearstream,
Luxembourg and Euroclear is derived from Clearstream,
Luxembourg or Euroclear, as the case may be, and reflects the
policies of these organizations; and these policies are
subject to change without notice.
Trustee: The Bank of New York
Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"),
HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC
(the "Underwriters"), are acting as principals in this
transaction. MLPF&S is acting as the Lead Underwriter.
Pursuant to an agreement, dated March 20, 2007 (the
"Agreement"), between Merrill Lynch & Co., Inc. (the
"Company") and the Underwriters, the Company has agreed to
sell to each of the Underwriters and each of the Underwriters
has severally and not jointly agreed to purchase the principal
amount of Notes set forth opposite its name below:
Underwriters Principal Amount of the Notes
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Merrill Lynch, Pierce, Fenner & Smith $573,300,000
Incorporated
HSBC Securities (USA) Inc. $5,850,000
Wells Fargo Securities, LLC $5,850,000
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Total $585,000,000
Pursuant to the Agreement, the obligations of the Underwriters
are subject to certain conditions and the Underwriters are
committed to take and pay for all of the Notes, if any are
taken.
The Underwriters have advised the Company that they propose
initially to offer all or part of the Notes directly to the
public at the Issue Price listed above. After the initial
public offering, the Issue Price may be changed.
The Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
Underwriting
Discount: 0.25%
Dated: March 20, 2007