8-KOther EventsExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Corporate Update (Nov 12, 2008)

Filed November 12, 2008For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

This 8-K filing from Bank of America Corporation (BAC) on November 12, 2008, primarily details the ongoing merger with Merrill Lynch & Co., Inc., announced on September 15, 2008. The filing confirms the terms of the merger, where Merrill Lynch will become a subsidiary of Bank of America, and its common stock will be converted into Bank of America stock at an exchange ratio of 0.8595 shares of BAC common stock per share of Merrill Lynch common stock. Preferred stock terms are also outlined, with Merrill Lynch's preferred stock either exchanged for BAC preferred stock or remaining outstanding and convertible into BAC stock. The consummation of this significant merger is subject to customary closing conditions, including shareholder and regulatory approvals. The filing also attaches key financial information, including unaudited pro forma condensed combined financial statements for the merged entity and historical financial statements of Merrill Lynch. Investors should note the cautionary statement regarding forward-looking statements, emphasizing the inherent uncertainties in predicting future financial conditions and the actual effects of the merger.

Key Highlights

  • 1Bank of America and Merrill Lynch are proceeding with their announced merger, with Merrill Lynch to become a subsidiary of Bank of America.
  • 2The agreed-upon exchange ratio for the merger is 0.8595 shares of Bank of America common stock for each share of Merrill Lynch common stock.
  • 3Merrill Lynch's preferred stock will be exchanged for Bank of America preferred stock or remain outstanding with adjusted conversion terms into Bank of America common stock.
  • 4The merger is contingent upon obtaining necessary shareholder and regulatory approvals, as well as meeting other customary closing conditions.
  • 5The filing includes unaudited pro forma condensed combined financial statements reflecting the anticipated financial position of the combined entity.
  • 6Historical financial statements of Merrill Lynch are provided as an exhibit to facilitate analysis of the acquired company.
  • 7A cautionary statement highlights the forward-looking nature of many statements within the filing and the inherent risks and uncertainties involved.

Frequently Asked Questions

The main purpose of this filing is to provide an update on the ongoing merger between Bank of America Corporation and Merrill Lynch & Co., Inc., detailing the terms of the merger agreement, the exchange ratio, and the conditions for its completion. It also includes supplementary financial exhibits.

The exchange ratio is 0.8595 shares of Bank of America common stock for each share of Merrill Lynch common stock. Preferred stock terms are also specified, with exchanges or adjustments to reflect the merger.

The completion of the merger is subject to several customary conditions, including approval from the stockholders of both Bank of America and Merrill Lynch, necessary governmental filings and regulatory approvals, expiration of applicable waiting periods, accuracy of representations and warranties (subject to a material adverse effect standard), and compliance by each party with their obligations under the merger agreement.

This filing includes unaudited pro forma condensed combined financial statements that show the expected financial position of the combined company after the merger. It also provides historical financial statements of Merrill Lynch & Co., Inc. to aid in investor analysis.