|
PRICING
SUPPLEMENT
|
File
No.
333-132911
|
||||
|
(To
MTN prospectus
supplement,
|
Rule
424(b)(3)
|
||||
|
general
prospectus
supplement
|
|||||
|
and
prospectus, each dated March
31, 2006)
|
|||||
|
Pricing
Supplement Number:
2917
|
|||||
|
Principal
Amount:
|
$2,250,000,000 |
Original
Issue Date:
|
February 5, 2008 |
| CUSIP Number: | 59018YM40 |
Stated
Maturity Date:
|
February 5, 2013 |
| ISIN: | US59018YM403 | ||
| Issue Price: | 99.87% | ||
|
Interest
Rate:
|
5.45% | ||
|
Interest
Payment Dates:
|
February
5th and August 5th of each year, commencing on August 5th,
2008
subject
to following Business Day convention.
|
||
|
Day
Count Convention:
|
30/360 | ||
|
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, société 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”), Citigroup
Global Markets Inc., KeyBanc Capital Markets Inc., SunTrust Robinson
Humphrey, Inc., Wachovia Capital Markets, LLC, Wells Fargo
Securities, LLC, Fifth Third Securities, Inc., The Williams Capital
Group,
L.P. and Utendahl Capital Partners, L.P. (the “Underwriters”)
are acting as principals in this transaction. MLPF&S is acting as the
Lead Underwriter.
Pursuant
to an agreement, dated January 29, 2008 (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 Incorporated
|
$2,092,500,000
|
||||
|
Citigroup
Global Markets Inc.
|
$ |
22,500,000
|
|||
|
KeyBanc
Capital Markets Inc.
|
$ |
22,500,000
|
|||
|
SunTrust
Robinson Humphrey, Inc.
|
$ |
22,500,000
|
|||
|
Wachovia
Capital Markets, LLC
|
$ |
22,500,000
|
|||
|
Wells
Fargo Securities, LLC
|
$ |
22,500,000
|
|||
|
Fifth
Third Securities, Inc.
|
$ |
22,500,000
|
|||
|
The
Williams Capital Group, L.P.
|
$ |
11,250,000
|
|||
|
Utendahl
Capital Partners, L.P.
|
$ |
11,250,000
|
|||
|
|
|||||
|
Total……….
|
$ |
2,250,000,000
|
|||
|
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:
|
0.35%
|
||
|
Dated:
|
January
29,
2008
|
||