Initial Investment Amount
|
$4,400,000,000 | ||||
Security
|
Common stock | ||||
Price per Share
|
$48.00 | ||||
Settlement Dates
|
December 28, 2007 (60%) and January 11, 2008 (40%) | ||||
Issuer
|
Merrill Lynch & Co., Inc. or the “Company” | ||||
Lock-Up
|
Subject to the ability to sub-sell up to 50% of
its investment to purchasers that take subject to
the lockup, Purchaser is not permitted to sell,
transfer or hedge, directly or indirectly, its
investment in the common stock at any time during
the one-year period following the closing. Any
purchaser acquiring more than $250,000,000 in
common stock is required to be approved in
advance by the Company. |
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Standstill
|
Customary standstill provisions, including a
prohibition on acquisitions of additional voting
securities that would cause Purchaser to own 10%
or more of the Company’s common stock. |
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Price “Reset”
|
If Company sells or agrees to sell any common
stock (or equity securities convertible into
common stock) within one year of closing at a
purchase, conversion or reference price per share
less than $48, then the Company must make a
payment to Purchaser to compensate Purchaser for
the aggregate excess amount per share paid by
Purchaser. At the Company’s option, the Company
may issue additional shares of common stock in
lieu of cash to Purchaser with a market value
equal to such excess amount. |
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Purchase Option
|
Subject to (1) Purchaser owning less than 10.0%
of the Company’s common stock, and (2) the
receipt of certain regulatory approvals, Company
agrees to grant Purchaser an option good through
March 28, 2008 to purchase up to an aggregate of
$12,500,000 of additional shares of common stock
(the “Option Shares”). The purchase price for the Option Shares shall equal $48 (if the option is exercised on or before the earlier of (x) two weeks after obtaining regulatory clearance and (y) January 31, 2008) and after such date the greater of $48 or (x) 90% of the then current market price per share of the common stock. |
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Registration
|
Customary registration rights. |
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