Bank of America Corporation is commencing an offer to exchange up to 200 million shares of common stock for outstanding depositary shares of certain series of preferred stock.
The exchange offer is subject to the terms and conditions described in the Offer to Exchange dated 28 May 2009, and the related Letter of Transmittal, which will be filed with the Securities and Exchange Commission.
The exchange offer will expire at midnight, New York City time, on 24 June 2009, unless extended or earlier terminated by Bank of America. Holders of the depositary shares eligible for the exchange will be able to tender their depositary shares, or withdraw their previously tendered depositary shares, any time prior to the expiration of the exchange offer.
The exchange offer would increase Bank of America’s Tier 1 common capital by an amount equal to the aggregate liquidation preference of the depositary shares exchanged. The shares issuable in the Exchange Offer are part of Bank of America’s previously announced plan to exchange common stock for (non-government) perpetual preferred stock. Bank of America believes that these actions will assist in meeting its USD33.9 billion indicated Supervisory Capital Assessment Program (SCAP) buffer set by the Federal Reserve.
Bank of America is offering to issue shares of common stock in the exchange offer in the applicable consideration amount per depositary share. The number of shares of common stock issuable for each exchanged depositary share will be equal to this consideration amount divided by the average of the daily per share volume-weighted average price of Bank of America common stock for each of the five consecutive trading days ending on and including 22 June 2009 (the second business day prior to the scheduled expiration date of the exchange offer).
Bank of America will announce this common stock average price no later than 9 a.m., New York City time, on 23 June 2009. One of the conditions of the exchange offer that must be satisfied or waived is that the common stock average price be USD10 or greater.
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