8-KSecurities & ListingOther EventsExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Unregistered Securities Sale (May 27, 2009)

Filed May 27, 2009For 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 May 27, 2009, detailing significant capital-raising activities and updates related to its ongoing efforts. The company announced agreements to exchange approximately $5.9 billion in perpetual preferred stock for roughly 436 million shares of common stock. This exchange is part of a broader strategy to bolster its capital position during a challenging economic period. Furthermore, Bank of America indicated the potential to issue up to an additional 564 million shares of common stock through similar exchanges, subject to market conditions. This filing provides transparency on the company's proactive measures to manage its balance sheet and meet regulatory and market expectations through the conversion of preferred equity into common equity.

Key Highlights

  • 1Bank of America entered into agreements to exchange $5.9 billion of preferred stock for approximately 436 million shares of common stock.
  • 2These exchanges involve non-government perpetual preferred shareholders.
  • 3The issuance of common stock represents about 5.7% of the company's outstanding shares as of April 30, 2009, adjusted for prior offerings.
  • 4The company may issue up to an additional 564 million shares of common stock through further preferred stock exchanges.
  • 5The common stock issuance is being conducted under Section 3(a)(9) of the Securities Act of 1933, exempting it from registration as it involves an exchange by the issuer with existing security holders without commission.
  • 6The company announced these capital raising efforts via a news release dated May 27, 2009 (Exhibit 99.1).

Frequently Asked Questions

The primary purpose is to strengthen Bank of America's capital position by converting preferred equity into common equity. This move is a proactive measure to enhance the company's financial stability and meet capital requirements in the prevailing economic climate.

The exchange results in the issuance of new common shares, which can dilute the ownership stake of existing common shareholders. In this filing, approximately 436 million shares were issued, representing about 5.7% of the outstanding common stock at the time. The potential for further issuance could lead to additional dilution.

Section 3(a)(9) of the Securities Act of 1933 provides an exemption from registration requirements for securities exchanged by the issuer directly with its existing security holders, provided no commission or remuneration is paid for soliciting the exchange. This allows Bank of America to efficiently raise capital without the costs and complexities of a registered offering.

The potential to issue up to an additional 564 million shares of common stock signals Bank of America's ongoing need for capital or its strategy to further optimize its capital structure. Investors should monitor future filings for details on any further exchanges and their impact on dilution and the company's financial leverage.