Issuer:
|
Bank of America Corporation (the Company) | ||||
Security:
|
$19,290,000,000 of Common Equivalent Securities, each consisting of (i) one depositary share (each, a Depositary Share), representing a 1/1,000th interest in a share of the Companys Common Equivalent Junior Preferred Stock, Series S (the Common Equivalent Stock), each share of which, upon the approval of the Companys stockholders of an amendment to the Amended and Restated Certificate of Incorporation of the Company (the Amendment) to increase the number of authorized shares of the Companys common stock, par value $0.01 per share (the Common Stock), from 10,000,000,000 to such amount as is authorized by the Board of Directors of the Company, which amount shall not be less than a sum sufficient to effect the conversion of the Common Equivalent Stock, will automatically convert in full into shares of Common Stock, at a conversion rate of 1,000 shares of Common Stock for each share of Common Equivalent Stock; and (ii) a contingent warrant to purchase 0.0467 of a share of Common Stock (the contingent warrants in the aggregate allow for the purchase of 60,056,200 shares of Common Stock) at an exercise price of $0.01 per share that will become exercisable for a 30-day period (at the end of which such contingent warrant will immediately and automatically expire) if the Companys stockholders reject the Amendment. | ||||
Ticker:
|
BAC PR S | ||||
Public offering price per Common Equivalent Security:
|
$15.00 | ||||
Number of Common
Equivalent Securities
issued:
|
1,286,000,000 | ||||
Number of shares of
Common Stock issuable
upon conversion of
the Common Equivalent
Stock represented by
Depositary Shares
forming part of the
Common Equivalent
Securities issued in
this Offering:
|
In the aggregate, upon issuance, 1,286,000,000 shares of Common Stock will be issuable upon conversion of the Common Equivalent Stock (or one share of Common Stock for each Depositary Share). | ||||
Use of proceeds:
|
The Company intends to use the net proceeds of this offering, together with existing funds, to repurchase the TARP preferred stock held by the Treasury Department pursuant to the Companys participation in TARP. | ||||
Book-runner:
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||||
Co-manager and
qualified independent
underwriter:
|
UBS Securities LLC | ||||
Underwriting
|
The prospectus supplement related to this offering may be used by Merrill Lynch, Pierce, Fenner & Smith Incorporated in connection with offers and sales of the Common Equivalent Securities and shares of Common Stock in market-making transactions, to the extent permissible. | ||||
CUSIP/ISIN:
|
060505419 / US0605054198 | ||||