| ITEM 3.03. | Material Modification to Rights of Security Holders. |
The information contained in Item 8.01 of this Report on Form8-K (the “Report”) is incorporated by reference into this Item 3.03.
On September 17, 2018, notice was delivered to the holders of the Trust Securities (as defined below) that, on October 18, 2018 (the “Liquidation Date”), Merrill Lynch Capital Trust I and Countrywide Capital III (each, a “Trust” and collectively, the “Trusts”) will be liquidated, and the series of junior subordinated notes listed in the table below (the “Notes”) currently held by the Property Trustee of each Trust will be distributed pro rata to the holders of the series of trust preferred securities listed in the table below (the “Trust Preferred Securities”) and the trust common securities (the “Trust Common Securities” and together with the Trust Preferred Securities, the “Trust Securities”) issued by that Trust, all in accordance with the trust agreement relating to each Trust and the applicable indenture pursuant to which the Notes were issued (the “Liquidation”).
The following table sets forth information concerning each series of Notes that will be distributed to holders of the corresponding Trust Preferred Securities on the Liquidation Date.
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Notes to be Distributed | | Trust Preferred Securities to be Exchanged |
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| Income Capital Obligations NotesSM initially due December 15, 2066 of Bank of America Corporation (as successor to Merrill Lynch & Co., Inc.) (the “Merrill Notes”) (CUSIP No. 060505179) | | Merrill Lynch Capital Trust I Trust Preferred Securities (“Merrill Trust Preferred Securities”) (CUSIP No. 590199204) (NYSE: MER PrK) |
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| 8.05% Junior Subordinated Debentures due June 15, 2027 of Bank of America Corporation (as successor obligor to Countrywide Home Loans, Inc. by express assumption) and related guarantee (the “Countrywide Notes”) (CUSIP No. 06051GHP7) | | Countrywide Capital III Subordinated Capital Income Securities, Series B (the “Countrywide Capital Securities”) (CUSIP No. 22237AAB2) |
On the Liquidation Date, each $25 in liquidation amount of Merrill Trust Preferred Securities will be exchanged for $25 principal amount of Merrill Notes, and each $1,000 in liquidation amount of Countrywide Capital Securities will be exchanged for $1,000 principal amount of Countrywide Notes. Following the Liquidation, the Notes will remain subject to the provisions of the applicable existing indenture pursuant to which the Notes were issued, as amended to date.
No action by the holders of the Trust Preferred Securities is required in order to effect the distribution of the Notes in exchange for the Trust Preferred Securities. The exchange of the Trust Preferred Securities for the Notes will be effected by the property trustee of each Trust and the trustee under the applicable indenture pursuant to which the Notes were issued, through the facilities and following the procedures of The Depository Trust Company.
On December 17, 2018, the next business day following the scheduled interest payment date of December 15, 2018, holders of each series of Notes will receive an interest payment in an amount equal to the distribution that would have accrued on the Trust Securities as if the Liquidation had not occurred.
Bank of America Corporation (the “Corporation”) intends to apply to have the Merrill Notes listed on the New York Stock Exchange (“NYSE”) under the symbol MER PrK, which is the same symbol used for the Merrill Trust Preferred Securities, but there is no guarantee that the Corporation will be able to list the Merrill Notes. If approved for listing, the Corporation expects trading of the Merrill Notes on the NYSE to commence within 30 days after the Liquidation Date.
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