PRICING SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
(To MTN prospectus supplement, Registration No. 333-132911
general prospectus supplement
and prospectus, each dated March 31, 2006)
Pricing Supplement Number: 2741
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $825,000,000 Original Issue Date: May 8, 2007
CUSIP Number: 59018YD32 Stated Maturity Date: May 8, 2009
ISIN: US59018YD329
Issue Price: 100%
Interest Calculation: Day Count Convention:
- --------------------- ---------------------
|X| Regular Floating Rate Note |X| Actual/360
|_| Inverse Floating Rate Note |_| 30/360
(Fixed Interest Rate): |_| Actual/Actual
Interest Rate Basis:
- --------------------
|_| LIBOR |_| Commercial Paper Rate
|_| CMT Rate |_| Eleventh District Cost of
Funds Rate
|X| Prime Rate |_| CD Rate
|_| Federal Funds Rate |_| Other (see attached)
|_| Treasury Rate
Index Maturity: Not Applicable Minimum Interest Rate: Not Applicable
Spread: -2.84% Maximum Interest Rate: Not Applicable
Initial Interest Rate: Calculated as if the Spread Multiplier: Not Applicable
Original Issue Date was an
Interest Reset Date
Interest Reset Dates: Each Business Day, commencing on May 8, 2007, to but excluding
the Stated Maturity Date, subject to the following Business Day
convention.
Interest Payment Dates: Quarterly, on the 8th day of February, May, August and November,
commencing on August 8, 2007, subject to the following Business
Day convention.
Repayment at the Option of The Notes cannot be repaid prior to the Stated Maturity Date.
the Holder:
Redemption at the Option of The Notes cannot be redeemed prior to the Stated Maturity Date.
the Company:
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"),
ANZ Securities Inc. and LaSalle Financial Services, Inc. (the
"Underwriters") are acting as principals in this transaction.
MLPF&S is acting as the Lead Underwriter.
Pursuant to an agreement, dated May 3, 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
------------ -----------------------------
Merrill Lynch, Pierce, Fenner & Smith $808,500,000
Incorporated
ANZ Securities Inc. $8,250,000
LaSalle Financial Services, Inc. $8,250,000
----------
Total $825,000,000
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: 0.1750%
Dated: May 3, 2007