EX-99.1: PRESS RELEASE
Published on January 16, 2008
News | ||
Merrill Lynch & Co., Inc. | ||
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World Headquarters North Tower World Financial Center New York, New York 10080 |
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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 |
MERRILL LYNCH ENHANCES ITS CAPITAL
POSITION WITH AGREEMENT TO ISSUE $6.6 BILLION IN
PREFERRED STOCK TO LONG-TERM INVESTORS
POSITION WITH AGREEMENT TO ISSUE $6.6 BILLION IN
PREFERRED STOCK TO LONG-TERM INVESTORS
NEW YORK, January 15 Merrill Lynch (NYSE: MER) today announced it has enhanced its capital
position by reaching agreements to issue $6.6 billion of mandatory convertible preferred stock in
private placements to long-term investors, primarily from Korean Investment Corporation, Kuwait
Investment Authority, and Mizuho Corporate Bank.
I am very pleased with todays announcement, said John A. Thain, chairman and CEO of Merrill
Lynch. One of my main priorities over the last several weeks has been to ensure Merrill Lynchs
balance sheet is strong, and these transactions make certain that Merrill Lynch is
well-capitalized. In addition, the benefits of Merrill Lynchs collaboration with these high
quality, long-term investors are significant. Through their global reach and diverse client
relationships, we are looking forward to more strategic opportunities around the world.
-MORE-
Additional terms relating to the sale of the preferred stock are attached to this press
release.
Regarding the Kuwait Investment Authority, Mr. Thain said, Kuwait Investment Authority is one
of the oldest and most successful sovereign investors in the world, and we are very pleased to be
partnering with them. The Middle East is one of the worlds fastest growing regions, and we look
forward to our relationship with Kuwait Investment Authority providing Merrill Lynch with
additional opportunities to grow its presence there.
Merrill Lynch has a long-standing relationship with Mizuho Corporate Bank and this investment
provides us with significant strategic advantages. Because of their extensive corporate client base
in Japan and their deep network in China, the Pacific Rim and globally, we expect future
collaboration with Mizuho to be very productive, said Mr. Thain.
TPG-Axon Capital, The New Jersey Division of Investment, The Olayan Group, and T. Rowe Price
Associates Inc. on behalf of various clients are also investors and are subject to the same terms
listed on the attached term sheet.
All the above mentioned investors will be passive investors in Merrill Lynch and none of the
investors will have any rights of control or role in the governance of Merrill Lynch.
As previously disclosed, Merrill Lynch plans to announce fourth-quarter and full-year 2007
results on January 17.
* * *
Merrill Lynch is one of the worlds leading wealth management, capital markets and advisory
companies, with offices in 40 countries and territories and total client assets of almost $2
trillion. As an investment bank, it is a leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves
as a strategic advisor to corporations, governments, institutions and individuals
worldwide. Merrill Lynch owns approximately half of BlackRock, one of the worlds largest publicly
traded investment management companies, with more than $1 trillion in assets under management. For
more information on Merrill Lynch, please visit www.ml.com
* * *
Mizuho Corporate Bank is a core subsidiary company of Mizuho Financial Group, which is a
leading Japanese financial group.
The Bank has a unique business model offering a blend of commercial and investment banking
services and is regarded as a top bank in the wholesale banking area, leveraging a solid customer
base and strong relationships with prominent domestic companies.
In addition to its overseas operations in the US, Europe and Asia, the Bank acquired US FHC
status in 2006 and has committed to further strengthening its investment banking business globally.
The Bank is rated A+ and Aa2 from S&P and Moodys, respectively.
* * *
Kuwait has the oldest Sovereign Wealth Fund in the world. It started as the Kuwait Investment
Board in London in 1953. In 1982, Kuwait Investment Authority in Kuwait was established as an
autonomous government body responsible for the management of the assets of the country.
The KIAs main role is to transfer a single non recurring asset, which has a high volatility
and risk, into a diversified portfolio of financial assets. For more information on KIA, please
visit www.kia.gov.kw
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Preferred Stock Terms
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
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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. |