8-KShareholder MattersOther Events

BANK OF AMERICA CORP /DE/ 8-K Report, Rights Modification (Sep 17, 2018)

Filed September 17, 2018For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

Bank of America Corporation (BAC) has filed an 8-K report on September 17, 2018, detailing the upcoming liquidation of two trusts: Merrill Lynch Capital Trust I and Countrywide Capital III. This event, scheduled for October 18, 2018 (the "Liquidation Date"), will result in the distribution of junior subordinated notes to the holders of the respective trust preferred securities and trust common securities. Specifically, holders of Merrill Lynch Capital Trust I's trust preferred securities will receive Bank of America's Income Capital Obligations NotesSM due 2066 (Merrill Notes), and holders of Countrywide Capital III's subordinated capital income securities will receive Bank of America's 8.05% Junior Subordinated Debentures due 2027 (Countrywide Notes). This exchange will occur automatically through The Depository Trust Company, requiring no action from security holders. The company intends to seek a listing for the Merrill Notes on the NYSE under the symbol MER PrK.

Key Highlights

  • 1Upcoming liquidation of Merrill Lynch Capital Trust I and Countrywide Capital III on October 18, 2018.
  • 2Trust preferred security holders will receive direct subordinated notes from Bank of America.
  • 3Holders of Merrill Trust Preferred Securities will receive Bank of America's Income Capital Obligations NotesSM due 2066.
  • 4Holders of Countrywide Capital Securities will receive Bank of America's 8.05% Junior Subordinated Debentures due 2027.
  • 5The exchange of trust securities for notes is automatic and requires no action from security holders.
  • 6Bank of America intends to list the Merrill Notes on the NYSE under the symbol MER PrK.
  • 7Interest payments on the distributed notes will be made on December 17, 2018, reflecting accrued interest as if the liquidation had not occurred.

Frequently Asked Questions

On October 18, 2018, two trusts, Merrill Lynch Capital Trust I and Countrywide Capital III, will be liquidated. This means the junior subordinated notes they hold will be distributed to the holders of the trust preferred securities and trust common securities associated with these trusts.

Holders of Merrill Lynch Capital Trust I's trust preferred securities (CUSIP No. 590199204) will receive Bank of America's Income Capital Obligations NotesSM due December 15, 2066 (Merrill Notes). Holders of Countrywide Capital III's subordinated capital income securities (CUSIP No. 22237AAB2) will receive Bank of America's 8.05% Junior Subordinated Debentures due June 15, 2027 (Countrywide Notes).

No, no action is required from the holders of the trust preferred securities. The exchange of trust securities for the notes will be facilitated automatically by the property trustee of each trust and the trustee under the applicable indenture, through the facilities of The Depository Trust Company.

Bank of America Corporation intends to apply to have the Merrill Notes listed on the New York Stock Exchange (NYSE) under the symbol MER PrK. However, there is no guarantee that the listing will be approved. If approved, trading is expected to commence within 30 days after the Liquidation Date.