PRICING SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
- ------------------ Registration Statement No. 333-132911
(To MTN prospectus supplement,
general prospectus supplement
and prospectus, each dated March 31, 2006)
Pricing Supplement Number: 2765
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $2,000,000,000 Original Issue Date: June 5, 2007
CUSIP Number: 59018YE72 Stated Maturity Date: June 5, 2012
ISIN: US59018YE723
Issue Price: 100%
Interest Calculation: Day Count Convention:
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X Regular Floating Rate Note X Actual/360
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Inverse Floating Rate Note 30/360
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(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: +0.23% Maximum Interest Rate: Not Applicable
Initial Interest Rate: Calculated as if the Original Issue Spread Multiplier: Not Applicable
Date was an Interest Reset Date
Interest Reset Dates: Quarterly, on the 5th of March, June, September
and December, commencing on September 5, 2007,
subject to modified following Business Day
convention.
Interest Payment Dates: Quarterly, on the 5th of March, June, September
and December, commencing on September 5, 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"), Jefferies & Company, Inc. and BBVA
Securities, Inc. (the "Underwriters"), are acting
as principals in this transaction. MLPF&S is
acting as the Lead Underwriter.
Pursuant to an agreement, dated May 31, 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 $1,960,000,000
Incorporated
BBVA Securities, Inc. $20,000,000
Jefferies & Company, Inc. $20,000,000
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Total......... $2,000,000,000
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: 0.3500%
Dated: May 31, 2007