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Investor Relations
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Bank of America and Merrill Lynch have merged. This site contains historical information about Merrill Lynch. For new information about the combined company, please refer to the Bank of America website at www.bankofamerica.com. |
Capital Profile
Merrill Lynch & Co., Inc. and Subsidiaries (Unaudited)Strategic and Other Significant TransactionsBank of America On January 1, 2009, we were acquired by Bank of America through the merger of a wholly owned subsidiary of Bank of America with and into ML & Co. with ML & Co. continuing as the surviving corporation and a wholly owned subsidiary of Bank of America. Upon completion of the acquisition, each outstanding share of ML & Co. common stock was converted into 0.8595 shares of Bank of America common stock. As of the completion of the acquisition, ML & Co. Series 1 through Series 8 preferred stock were converted into Bank of America preferred stock with substantially identical terms to the corresponding series of Merrill Lynch preferred stock (except for additional voting rights provided to the Bank of America securities). Our 9.00% Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock, Series 2, and 9.00% Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock, Series 3 that was outstanding immediately prior to the completion of the acquisition remained issued and outstanding subsequent to the acquisition, but are now convertible into Bank of America common stock. Capital TransactionsOn December 24, 2007, Merrill Lynch reached agreements with each of Temasek and Davis Selected Advisors LP ("Davis") to sell an aggregate of 116.7 million shares of newly issued ML & Co. common stock, par value $1.33 1/3 per share, at $48.00 per share, for an aggregate purchase price of approximately $5.6 billion. Davis purchased 25 million shares of Merrill Lynch common stock on December 27, 2007 at a price per share of $48.00, or an aggregate purchase price of $1.2 billion. Temasek purchased 55 million shares on December 28, 2007 and the remaining 36.7 million shares on January 11, 2008 for an aggregate purchase price of $4.4 billion. In addition, Merrill Lynch granted Temasek an option to purchase an additional 12.5 million shares of common stock under certain circumstances. This option was exercised, with 2.8 million shares issued on February 1, 2008 and 9.7 million shares issued on February 5, 2008, in each case at a purchase price of $48.00 per share for an aggregate purchase price of $600 million. On various dates in January and February 2008, we issued an aggregate of 66,000 shares of newly issued 9% Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock, Series 1, par value $1.00 per share and liquidation preference $100,000 per share, to several long-term investors at a price of $100,000 per share, for an aggregate purchase price of approximately $6.6 billion. On April 29, 2008, Merrill Lynch issued $2.7 billion of new perpetual 8.625% Non-Cumulative Preferred Stock, Series 8. On July 28, 2008, we announced a public offering of 437 million shares of common stock (including the exercise of the over-allotment option) at a price of $22.50 per share, for an aggregate amount of $9.8 billion. In satisfaction of our obligations under the reset provisions contained in the investment agreement with Temasek, we paid Temasek $2.5 billion, which is recorded as a non-tax deductible expense in the Consolidated Statement of (Loss)/Earnings for the year-ended December 26, 2008. Concurrent with the $9.8 billion common stock offering, holders of $4.9 billion of the $6.6 billion of our mandatory convertible preferred stock agreed to exchange their preferred stock for approximately 177 million shares of common stock, plus $65 million in cash. Holders of the remaining $1.7 billion of mandatory convertible preferred stock agreed to exchange their preferred stock for new mandatory convertible preferred stock. The price reset feature for all securities exchanged was eliminated. In connection with the elimination of the price reset feature of the $6.6 billion of preferred stock, we recorded additional preferred dividends of $2.1 billion in 2008.
The above is excerpted from the Merrill Lynch Form 10-K Share RepurchasesThe table below sets forth the information with respect to purchases made by or on behalf of Merrill Lynch or any "affiliated purchaser" of Merrill Lynch's commonb stock during the year ended December 26, 2008.
(1) No repurchases were made for 2008.
The above is excerpted from the Merrill Lynch Form 10-K Liquidity Risk ManagementDuring the fourth quarter of 2008, our excess liquidity pool was reduced primarily from the repayment of maturing long-term debt and funding business requirements. Following the completion of the Bank of America acquisition, ML & Co. became a subsidiary of Bank of America and established intercompany lending and borrowing arrangements to facilitate centralized liquidity management. Included in these intercompany agreements is an initial $75 billion one year, revolving unsecured line of credit that allows ML & Co. to borrow funds from Bank of America for operating needs. Immediately following the acquisition, we placed a substantial portion of our excess liquidity with Bank of America through an intercompany lending agreement. We maintained excess liquidity at ML & Co. and selected subsidiaries in the form of cash and high quality unencumbered liquid assets, which represents our "Global Liquidity Sources" and serves as our primary source of liquidity risk protection. As of December 26, 2008 and December 28, 2007, the aggregate Global Liquidity Sources were $156 billion and $200 billion, respectively, consisting of the following:
The excess liquidity pool is maintained at, or readily available to, ML & Co. and our principal non-U.S. broker-dealer and can be deployed to meet cash outflow obligations under stressed liquidity conditions. The excess liquidity pool includes cash and cash equivalents, investments in short-term money market mutual funds, U.S. government and agency obligations and other liquid securities. At December 26, 2008 and December 28, 2007, the total carrying value of the excess liquidity pool, net of related hedges, was $56 billion and $79 billion, respectively, which included liquidity sources at subsidiaries that we believe are available to ML & Co.
The above is excerpted from the Merrill Lynch Form 10-K |
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References to "Merrill Lynch" are references to any company in the Merrill Lynch & Co., Inc. group of companies, which are wholly-owned by Bank of America Corporation.