8-KOther EventsExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Corporate Update (Jul 28, 2009)

Filed July 28, 2009For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

This 8-K filing by Bank of America Corporation (BAC) on July 28, 2009, primarily concerns an amendment and restatement of its Euro Medium-Term Note (EMTN) Program. The company has updated its existing program, which allows for the issuance of senior and subordinated debt securities in international capital markets. The maximum aggregate principal amount authorized for issuance under the EMTN Program remains at U.S. $65 billion, or its equivalent in other currencies. As of the filing date, Bank of America had approximately U.S. $38.7 billion in principal amount of notes outstanding under this program, indicating an available issuance capacity of roughly U.S. $26.3 billion. The filing also details the Agency Agreement associated with the EMTN Program, entered into on July 22, 2009, which governs the issuance of these debt securities. Investors should note that these notes are issued under Regulation S and are not registered under the Securities Act of 1933, meaning they are not offered or sold within the United States or to U.S. persons without appropriate registration or exemption.

Key Highlights

  • 1Bank of America Corporation amended and restated its Euro Medium-Term Note (EMTN) Program.
  • 2The maximum authorized aggregate principal amount under the EMTN Program is U.S. $65 billion (or equivalent).
  • 3As of the report date, approximately U.S. $38.7 billion of notes were outstanding under the EMTN Program.
  • 4This leaves approximately U.S. $26.3 billion available for future issuance under the program.
  • 5The filing references an Agency Agreement dated July 22, 2009, governing the issuance of notes under the EMTN Program.
  • 6Notes issued under the EMTN Program are generally not registered under the Securities Act of 1933 and are intended for international markets (Regulation S).

Frequently Asked Questions

This filing updates investors on amendments and specifics related to Bank of America's Euro Medium-Term Note (EMTN) Program. It clarifies the program's structure, authorized issuance limits, and outstanding debt under the program as of July 22, 2009.

The maximum aggregate principal amount authorized to be outstanding at any time under the EMTN Program is U.S. $65 billion, or the equivalent in other currencies.

As of July 22, 2009, Bank of America had approximately U.S. $38.7 billion of notes outstanding under the EMTN Program. This means there was approximately U.S. $26.3 billion remaining capacity for future debt issuance under this facility.

The notes are issued pursuant to Regulation S under the Securities Act of 1933 and are not registered under the Act. Therefore, they may not be offered or sold in the United States or to U.S. persons unless they are registered or an exemption from registration requirements applies.