8-KShareholder MattersCorporate ChangesOther Events

BANK OF AMERICA CORP /DE/ 8-K Report, Rights Modification (Nov 6, 2006)

Filed November 6, 2006For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

Bank of America Corporation (BAC) filed an 8-K on November 6, 2006, to report on significant corporate actions, primarily related to the issuance of new securities. The company announced the public offering of Depositary Shares representing interests in its Floating Rate Non-Cumulative Preferred Stock, Series E. This issuance, along with the concurrent offering of Floating Rate Callable Senior Notes due November 2009, indicates strategic capital raising activities by BAC during this period. Furthermore, the filing details a material modification to the rights of securityholders. The issuance of the Series E Preferred Stock imposes restrictions on BAC's ability to declare or pay dividends, or repurchase its Junior Stock (including common stock), if full dividends on the Series E Preferred Stock are not met. This highlights the preferential rights and potential limitations associated with the new preferred stock for existing common stockholders.

Key Highlights

  • 1Announcement of public offering of 74,000,000 Depositary Shares, each representing a 1/1000th interest in Floating Rate Non-Cumulative Preferred Stock, Series E.
  • 2Approval of an over-allotment option for underwriters to purchase up to an additional 11,100,000 Depositary Shares.
  • 3Public offering of $1,750,000,000 in aggregate principal amount of Floating Rate Callable Senior Notes due November 2009.
  • 4Filing of a Certificate of Designations with the Delaware Secretary of State to establish the terms of the Series E Preferred Stock.
  • 5Restrictions placed on the declaration/payment of dividends and repurchase of Junior Stock (including common stock) if dividends on Series E Preferred Stock are not met.
  • 6All offerings were conducted under a Registration Statement on Form S-3, utilizing delayed offering procedures.
  • 7Legal opinions were obtained regarding the legality of the issued Series E Preferred Stock, Depositary Shares, and the Senior Notes.

Frequently Asked Questions

Bank of America is offering Depositary Shares representing interests in its Floating Rate Non-Cumulative Preferred Stock, Series E, and Floating Rate Callable Senior Notes due November 2009.

The Series E Preferred Stock has preferential rights. If Bank of America fails to pay full dividends on the Series E Preferred Stock, it will face restrictions on its ability to pay dividends on or repurchase its Junior Stock, which includes common stock. This could impact future distributions or buybacks for common shareholders.

The company is issuing $1,750,000,000 in aggregate principal amount of Floating Rate Callable Senior Notes due November 2009.

The Depositary Shares are units offered to the public, each representing a fraction (1/1000th) of a share of the Series E Preferred Stock. This is a common structure to make preferred stock more accessible to a broader range of investors.