Merrill Lynch & Co., Inc., a corporation existing under the laws of
Delaware (“ML&Co.”), announced today its offer to holders to purchase
any and all of its outstanding Exchange Liquid Yield Option ™ Notes due
2032 (Zero Coupon – Floating Rate – Senior) (the “Securities”) at a
purchase price equal to $1,095.98 (the “Change in Control Purchase
Price”) per $1,000 Original Principal Amount (as defined in the
Indenture as described below) of Securities purchased. The Change in
Control Purchase Price represents the Contingent Principal Amount (as
defined in the Indenture) on the Change in Control Purchase Date (as
defined below), which is the Original Principal Amount of such
Securities increased daily by the applicable Yield (as defined in the
Indenture). ML&Co.’s offer to purchase the Securities shall be subject
to the terms and conditions described in the Notice of Change in Control
and Offer to Purchase, dated January 22, 2009 (the “Offer to Purchase”),
and related Change in Control Purchase Notice (which together, as they
may be amended and supplemented from time to time, constitute the
“Change in Control Offer”). ML&Co. will pay the Change in Control
Purchase Price in cash. The Change in Control Offer and withdrawal
rights will expire at 5:00 p.m., New York City time, on February 23,
2009 (the “Change in Control Purchase Date”), unless the Change in
Control Offer is extended.
The Change in Control Offer is being made pursuant to obligations in the
Indenture governing the Securities, dated as of December 14, 2004,
between ML&Co. and The Bank of New York Mellon (formerly known as The
Bank of New York, as successor in interest to JPMorgan Chase Bank,
N.A.), as trustee (the “Trustee”), as amended by the First Supplemental
Indenture, dated as of March 6, 2008, between ML&Co. and the Trustee,
and the Second Supplemental Indenture, dated as of January 1, 2009,
among ML&Co., the Trustee and Bank of America Corporation (“BAC”) (as so
amended, the “Indenture”).
ML&Co. is offering to purchase the Securities to satisfy its obligation
under the Indenture to repurchase the Securities following a “Change in
Control” (as defined in the Indenture) of ML&Co. A “Change in Control”
occurred when, in accordance with ML&Co.’s agreement and plan of merger
with BAC, a wholly-owned subsidiary of BAC merged with and into ML&Co.
on January 1, 2009 (the “Merger”) and, in connection therewith, the
holders of ML&Co. common stock (other than BAC) received 0.8595 of a
share of BAC common stock for each share of ML&Co.
