8-KMaterial AgreementsExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Material Agreement (Sep 18, 2008)

Filed September 18, 2008For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

This Form 8-K filing from Bank of America Corporation (BAC) on September 18, 2008, announces a significant material definitive agreement: the merger with Merrill Lynch & Co., Inc. (Merrill Lynch). The merger, approved by both companies' Boards of Directors, will see Merrill Lynch become a subsidiary of Bank of America, with Merrill Lynch common stock converted into Bank of America common stock at an exchange ratio of 0.8595 shares of BAC for each share of ML. Preferred stock will be exchanged or remain outstanding with adjusted convertibility terms. Outstanding Merrill Lynch stock options will also be converted. The filing also details the Stock Option Agreement, granting Bank of America an option to purchase up to 19.9% of Merrill Lynch's outstanding common shares under certain conditions at a specified price. The merger is subject to customary closing conditions, including stockholder approvals from both companies, regulatory approvals, and accuracy of representations and warranties. This strategic move, announced during a period of significant financial market turmoil, aimed to strengthen Bank of America's position in the financial services industry by integrating Merrill Lynch's brokerage and investment banking operations.

Key Highlights

  • 1Bank of America Corporation (BAC) entered into a definitive merger agreement with Merrill Lynch & Co., Inc. (Merrill Lynch) on September 15, 2008.
  • 2The merger will be structured as a stock-for-stock transaction, with Merrill Lynch shareholders receiving 0.8595 shares of Bank of America common stock for each share of Merrill Lynch common stock.
  • 3Preferred stock of Merrill Lynch will be exchanged for Bank of America preferred stock or remain outstanding with adjusted terms, and stock options will be converted.
  • 4Bank of America has been granted an option to purchase up to 19.9% of Merrill Lynch's outstanding common shares at $17.05 per share under specific circumstances.
  • 5The merger requires approval from the stockholders of both Bank of America and Merrill Lynch, as well as various governmental and regulatory approvals.
  • 6The agreement includes provisions for termination under specific circumstances, such as failure to obtain regulatory approvals or stockholder votes, or material breaches of the agreement.
  • 7Three existing directors from Merrill Lynch will be appointed to Bank of America's Board of Directors upon completion of the merger.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce and provide details about the material definitive agreement between Bank of America Corporation and Merrill Lynch & Co., Inc. for the merger of the two companies.

Under the terms of the Merger Agreement, each share of Merrill Lynch common stock will be converted into 0.8595 shares of Bank of America common stock.

The consummation of the merger is subject to several customary conditions, including the approval of the merger by the stockholders of both Bank of America and Merrill Lynch, obtaining necessary governmental and regulatory approvals, the accuracy of representations and warranties of both parties, and material compliance with their respective obligations under the merger agreement.

Yes, in connection with the merger agreement, Merrill Lynch has granted Bank of America an irrevocable option to purchase up to 19.9% of Merrill Lynch's outstanding common shares at a price of $17.05 per share, exercisable under certain circumstances.