Merrill Lynch & Co., Inc., a corporation existing under the laws of
Delaware ("ML&Co.”), announced today the results of its offer to
purchase for cash any and all of its outstanding Exchange Liquid Yield
Option ™ Notes due 2032 (Zero Coupon – Floating Rate – Senior) (the
"Securities”). ML&Co.’s offer to purchase the Securities was subject to
the terms and conditions described in the Notice of Change in Control
and Offer to Purchase, dated January 22, 2009 (the "Offer to Purchase”),
and related Change in Control Purchase Notice (which together, as
amended and supplemented, constitute the "Change in Control Offer”).
The Bank of New York Mellon (formerly known as The Bank of New York, as
successor in interest to JPMorgan Chase Bank, N.A.), as trustee (the
"Trustee”) under the Indenture (as defined below) and as Paying Agent
for the Change in Control Offer, has advised ML&Co. that an aggregate of
$1,594,386,000 Original Principal Amount (as defined in the Indenture)
of the Securities were validly surrendered and not properly withdrawn in
the Change in Control Offer prior to the expiration of the Change in
Control Offer at 5:00 p.m., New York City time, on February 23, 2009. In
accordance with the terms of the Change in Control Offer, ML&Co.
accepted for payment $1,594,386,000 Original Principal Amount of the
Securities at a purchase price equal to $1,095.98 (the "Change in
Control Purchase Price”) per $1,000 Original Principal Amount of
Securities purchased. The Change in Control Purchase Price represents
the Contingent Principal Amount (as defined in the Indenture) on
February 23, 2009, which is the Original Principal Amount of such
Securities increased daily by the applicable Yield (as defined in the
Indenture). Today ML&Co. forwarded to the Paying Agent the appropriate
amount of cash required to pay the Change in Control Purchase Price for
accepted Securities.
Pursuant to the terms of the Change in Control Offer, the Securities not
tendered in the Change in Control Offer will remain outstanding, subject
to the existing terms and conditions governing such Securities,
including the Indenture dated as of December 14, 2004, between ML&Co.
and the Trustee, as amended and supplemented by the First Supplemental
Indenture, dated as of March 6, 2008, between ML&Co. and the Trustee,
and the Second Supplemental Indenture, dated as of January 1, 2009,
among ML&Co., the Trustee and Bank of America Corporation ("Bank of
America”) (as so amended and supplemented, the "Indenture”).
This announcement is for informational purposes only and is not an offer
to purchase, or the solicitation of an offer to purchase, the Securities.
Merrill Lynch is one of the world’s leading wealth management, capital
markets and advisory companies, with offices in 40 countries and
territories and total client assets of approximately $1.2 trillion at
December 26, 2008. As an investment bank, it is a leading global trader
and underwriter of securities and derivatives across a broad range of
asset classes and serves as a strategic advisor to corporations,
governments, institutions and individuals worldwide. Merrill Lynch has
approximately 50 percent ownership in BlackRock Inc., one of the world's
largest publicly traded investment management companies, with
approximately $1.3 trillion in assets under management at December 31,
2008. For more information on Merrill Lynch, please visit www.ml.com.
Merrill Lynch was acquired by Bank of America on January 1, 2009.
