News | ||
Merrill Lynch & Co., Inc. | ||
World Headquarters North Tower World Financial Center New York, New York 10080 |
||
Release date: January 15, 2008 | ||
For information contact: | ||
Media Relations: | ||
Jessica Oppenheim | ||
(212) 449-2107 | ||
Jessica_oppenheim@ml.com | ||
Investor Relations: | ||
Sara Furber | ||
(866) 607-1234 | ||
Sara_furber@ml.com |
Security
|
Non Voting Mandatory Convertible Non-Cumulative Preferred Stock, Series 1 | |
Issuer
|
Merrill Lynch & Co., Inc. or the Company | |
Dividend
|
9% per annum | |
Reference Stock Price
|
$52.40 (equal to the 3-day average closing price per share of the Companys common stock ending on Friday, January 11, 2008). | |
Conversion Premium
|
17% | |
Maturity
|
2 3/4 years | |
Liquidation Preference
|
$100,000 per share | |
Mandatory Conversion at
Maturity (Shares per
Security)
|
If the Companys share price is below
100% of the Reference Stock Price (the
Minimum Conversion Price,) the Liquidation
Preference divided by the Minimum Conversion
Price. |
|
If the Companys share price is above
117% of the Reference Stock Price (the
Maximum Conversion Price), the Liquidation
Preference divided by the Maximum Conversion
Price. |
||
If the Companys share price is
between the Minimum Conversion Price and the
Maximum Conversion Price, the Liquidation
Preference divided by the Companys share
price. |
||
Lock-Up
|
Investors are not permitted to sell, transfer or hedge, directly or indirectly, their preferred stock (or underlying common stock) at any time during the one-year period following the closing. | |
Standstill
|
Customary two-year standstill that includes, among other things, a prohibition on (i) acquisitions of additional voting securities (or securities convertible into voting securities) that would cause an investor to own more than 9.9% of the Companys outstanding common stock (or securities convertible into common stock), (ii) proposals to acquire the Company or (iii) otherwise seeking to influence or control the Company. | |
Price Reset
|
Subject to certain conditions and exceptions, if the Company sells or agrees to sell more than $1bn of 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 $52.40, then the conversion ratio for the preferred stock shall be adjusted to compensate the investor on a full-ratchet basis. | |
Preemptive Rights
|
Subject to certain conditions and exceptions, if the Company offers to sell common stock (or securities convertible into common stock) in a public or private offering, each investor shall have the right to acquire from the Company, for the same price and on the same terms as such securities are offered, in the aggregate up to the amount of such securities required to enable the investor to maintain its then-current ownership interest in the Companys common stock. The investors do not have these preemptive rights until the aggregate gross proceeds of such offerings by the Company exceeds |
$1billion. | ||
Each investors preemptive rights terminate upon the earlier of: (i) the conversion of the investors preferred stock into common stock, and (ii) such time as the investor no longer owns at least 75% of the preferred stock it purchased, including as a result of hedging transactions. | ||
Registration
|
Customary registration rights. | |
Antidilution
|
Customary antidilution protection. |