Obligation BAC Capitales 1.141% ( US05518UAA51 ) en USD

BAC Capitales

100 % ▲

Etats-unis

US05518UAA51 ( en USD )

1.141% par an ( paiement trimestriel )

14/03/2043

Prospectus brochure de l'obligation BAC Capital US05518UAA51 en USD 1.141%, échéance 14/03/2043

1 000 USD

700 000 000 USD

05518UAA5

BBB- ( Qualité moyenne inférieure )

N/A

15/06/2026 ( Dans 72 jours )

BAC Capital est une société de gestion d'actifs spécialisée dans les investissements alternatifs, notamment le capital-investissement, l'immobilier et les infrastructures.

L'Obligation émise par BAC Capitales ( Etats-unis ) , en USD, avec le code ISIN US05518UAA51, paye un coupon de 1.141% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 14/03/2043
L'Obligation émise par BAC Capitales ( Etats-unis ) , en USD, avec le code ISIN US05518UAA51, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

BAC Capital Trust XIII Prospectus Supplement
424B5 1 d424b5.htm BAC CAPITAL TRUST XIII PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-133852 and 333-133852-08
CALCULATION OF REGISTRATION FEE

Proposed
Amount
Maximum
Proposed Maximum
Title of Each Class of Securities to be
to be
Offering Price Aggregate Offering
Amount of
Registered
Registered
Per Unit
Price
Registration Fee(1)
Floating Rate Preferred Hybrid
Income
Term Securities ("Preferred HITS") 700,000
$1,000

$700,000,000

$74,900 (4)
Junior Subordinated Notes (3)(4)(5) 700,100
$1,000

$700,100,000

$74,911 (4)(5)
Treasury HITS

(2)

(2)(3)

(2)(3)

(2)
Corporate HITS

(2)

(2)(3)

(2)(3)

(2)
Stock Purchase Contracts

7,001
(3)

(3)

(3)
Floating Rate Non-Cumulative
Preferred
Stock, Series F

7,001
(3)

(3)

(3)
Guarantee of Payment on HITS (6)

Total

$149,811
(1) Calculated in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.
(2) An indeterminate aggregate initial offering price or number of securities of each identified class is being
registered as may from time to time be issued.
(3) No separate consideration will be received by either registrant upon issuance, if any, of Treasury HITS or
Corporate HITS, for issuance of the stock purchase contracts or upon the purchase by the Trust of the Floating
Rate Non-Cumulative Preferred Stock, Series F, of the Company pursuant to the Stock Purchase Contracts.
(4) The Junior Subordinated Notes will be purchased by the Trust with the proceeds of the sale of the Preferred
HITS. Junior Subordinated Notes in aggregate principal amount of $700,000,000 will be purchased by the Trust
with the proceeds of the sale of the Preferred HITS. Junior Subordinated Notes in the amount of $100,000 will be
purchased by the Trust with the proceeds of the sale of the common securities to the Corporation.
(5) The registration fee being paid in connection with the Junior Subordinated Notes represents $74,911
representing the registration fee to be due in connection with the proceeds to be received upon the remarketing of
the Junior Subordinated Notes, as described in the prospectus supplement.
(6) Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is due for guarantees.
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BAC Capital Trust XIII Prospectus Supplement
Table of Contents

700,000
BAC Capital Trust XIII
Floating Rate Preferred Hybrid Income Term Securities
guaranteed to the extent set forth herein by
Bank of America Corporation
The Floating Rate Preferred Hybrid Income Term Securities, or "Preferred HITSTM," are a class of beneficial interests in BAC Capital
Trust XIII, a Delaware statutory trust, or the "Trust." Because the Trust is a pass-through vehicle, the Trust will distribute to holders of
Preferred HITS amounts that it receives on its assets, which we refer to as the "corresponding assets". Initially, the assets of the Trust
will consist of our Remarketable Floating Rate Junior Subordinated Notes due 2043, or "Junior Subordinated Notes," and a stock
purchase contract between the Trust and us.
Pursuant to each stock purchase contract, the Trust agrees to purchase, and we agree to sell to the Trust, on the stock purchase date, one
share of our Floating Rate Non-Cumulative Preferred Stock, Series F, $100,000 liquidation preference per share, or "Preferred Stock,"
for $100,000 and we agree to make contract payments to the Trust. The Trust will pledge to us the Junior Subordinated Notes and any
proceeds from the Junior Subordinated Notes to secure its obligation to pay the purchase price under each stock purchase contract. We
expect the stock purchase date to be March 15, 2012. In certain circumstances, the stock purchase date may occur on an earlier date or
as late as March 15, 2013.
If we do not defer contract payments under the stock purchase contracts or interest payments on the Junior Subordinated Notes or skip
dividend payments on the Preferred Stock, once issued, holders of Preferred HITS will receive distributions on each $1,000 liquidation
amount per Preferred HITS:
· from February 16, 2007 through the later of March 15, 2012 and the stock purchase date, at a rate per annum equal to Three-

Month LIBOR plus 0.40%, payable quarterly on each March 15 , June 15 , September 15 and December 15 (and on the stock
purchase date, if not on March 15, June 15, September 15 or December 15), commencing June 15, 2007, and
·

thereafter, at a rate per annum equal to the greater of (1) Three-Month LIBOR plus 0.40% and (2) 4.00%, payable quarterly on
each March 15, June 15, September 15 and December 15.
If any such distribution date is not a business day, the distribution will occur on the next business day. Distributions will be cumulative
through the stock purchase date and non-cumulative thereafter.
The Preferred HITS are perpetual. The Trust will redeem the Preferred HITS only to the extent that we redeem the Preferred Stock, or
prior to the later of March 15, 2012 and the stock purchase date, upon the occurrence of a "tax event," "capital treatment event" or an
"investment company event." Although we may redeem the Preferred Stock at our option at any time on or after the later of March 15,
2012 and the stock purchase date, any redemption is subject to prior approval of the Federal Reserve, as well as to our commitments in
the Replacement Capital Covenant that we describe in this prospectus supplement. Unless the Federal Reserve agrees otherwise in
writing, we will redeem the Preferred Stock only if it is replaced with other Tier 1 capital that is not a restricted core capital element.
The Trust will issue three classes of HITS. Initially, the only class of HITS that will be offered or will be outstanding will be the
Preferred HITS. You may exchange Preferred HITS and U.S. Treasury securities having a $1,000 principal amount per Preferred HITS
for like amounts of Treasury HITS and Corporate HITS. Each Treasury HITS corresponds to a 1/100th interest in a stock purchase
contract and $1,000 principal amount of U.S. Treasury securities. Each Corporate HITS corresponds to $1,000 principal amount of
Junior Subordinated Notes.
We have applied to list the Preferred HITS on the New York Stock Exchange under the symbol "BAC PF." Subject to approval for
listing, trading of the Preferred HITS on the New York Stock Exchange is expected to commence within a 30-day period after the initial
delivery of the Preferred HITS.
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BAC Capital Trust XIII Prospectus Supplement
Investing in the HITS involves risks. See " Risk Factors" beginning on page S-32 of this prospectus
supplement to read about factors you should consider before buying HITS.
Our Junior Subordinated Notes are unsecured. Our Junior Subordinated Notes and the HITS are not savings accounts, deposits, or
other obligations of a bank, are not guaranteed by Bank of America, N.A. or any other bank, are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency, and involve investment risks, including possible loss of principal.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Junior
Subordinated Notes or the HITS or passed on the adequacy or accuracy of this prospectus supplement or the accompanying prospectus.
Any representation to the contrary is a criminal offense.

Per Preferred HITS
Total

Public offering price (1)

$1,000

$700,000,000
Underwriting commissions

(2)

(2)
Proceeds to the Trust (1)

$1,000

$700,000,000
(1) Plus accumulated distributions, if any, from the original issue date.
(2) Bank of America will pay underwriting commissions of $7,000,000, which is $10 per each Preferred HITS.
The underwriters expect to deliver the Preferred HITS in book-entry form only, through the facilities of The Depository Trust Company
on or about February 16, 2007.
Sole structuring advisor
Banc of America Securities LLC

Bear, Stearns & Co. Inc.

UBS Investment Bank
Siebert Capital Markets

The Williams Capital Group, L. P.
Prospectus Supplement to Prospectus dated May 5, 2006
February 12, 2007
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BAC Capital Trust XIII Prospectus Supplement
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

About This Prospectus Supplement

S-4
Summary

S-5
BAC Capital Trust XIII

S-5
Bank of America

S-5
The Preferred HITS

S-6
The Stock Purchase Contracts

S-7
The Junior Subordinated Notes

S-8
The Preferred Stock

S-11
The Treasury HITS and Corporate HITS; Exchange of Preferred HITS for Treasury HITS and Corporate HITS
S-13
Distributions to Holders of the Preferred HITS, Treasury HITS and Corporate HITS

S-15
Deferral of Distributions on the HITS

S-17
Maturity and Redemption of the HITS

S-19
Remarketing

S-19
Failed Initial Remarketing

S-22
Early Settlement Event

S-23
Early Remarketing

S-23
Disposition of Corporate HITS in a Remarketing

S-24
Inability to Remarket the Junior Subordinated Notes for Settlement on or Before February 15, 2013

S-24
Successful Remarketing and Stock Purchase Date

S-26
Effectiveness of Stock Purchase Contracts in the Event of a Bankruptcy or Merger of Bank of America

S-27
Ranking of the Trust's Claims Against Bank of America in Event of Insolvency

S-27
Limitations on Our or the Trust's Right to Redeem or Repurchase the HITS

S-28
Dissolution of the Trust

S-29
Guarantee of HITS

S-29
U.S. Federal Income Tax Consequences Related to the HITS

S-30
U.S. Federal Income Tax Consequences Related to the Preferred Stock

S-31
Simultaneous Offering by BAC Capital Trust XIV

S-31
Risk Factors

S-32
Risks Relating to the HITS

S-32
Additional Risks Related to the Preferred HITS after the Stock Purchase Date

S-37
Bank of America Corporation

S-41
General

S-41
Regulatory Considerations

S-41
Acquisitions and Sales

S-41
Accounting Treatment and Regulatory Capital

S-42
General

S-42
Other Matters

S-42
Regulatory Capital Treatment

S-42
The Trust

S-43
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BAC Capital Trust XIII Prospectus Supplement
Use of Proceeds

S-44
Description of the HITS

S-45
General

S-45
Preferred HITS

S-46
Exchanging Preferred HITS and Qualifying Treasury Securities for Treasury HITS and Corporate HITS

S-47
Exchanging Treasury HITS and Corporate HITS for Preferred HITS and Qualifying Treasury Securities

S-50
Current Payments

S-50
Agreed Tax Treatment of the HITS

S-55
Remarketing of the Junior Subordinated Notes

S-55
Page
PROSPECTUS SUPPLEMENT

Mandatory Redemption of Preferred HITS upon Redemption of Preferred Stock

S-57
Mandatory Redemption of Corporate HITS upon Maturity of the Junior Subordinated Notes

S-57
Redemption of Corporate HITS for Junior Subordinated Notes in Connection with Remarketing

S-58
Conditional Right to Redeem upon a Tax Event, Capital Treatment Event or an Investment Company Event
S-58
Redemption Procedures

S-58
Replacement Capital Covenant

S-60
Liquidation Distribution upon Dissolution

S-68
Distribution of Trust Assets

S-69
Ranking of Trust Common Securities

S-70
Events of Default; Notice

S-71
Removal of Trustees

S-72
Co-Trustees and Separate Property Trustee

S-72
Merger or Consolidation of Trustees

S-72
Mergers, Consolidations, Amalgamations or Replacements of the Trust

S-72
Voting Rights; Amendment of the Declaration of Trust

S-73
Payment and Paying Agent

S-77
Registrar and Transfer Agent

S-77
Information Concerning the Property Trustee

S-77
Trust Expenses

S-78
Governing Law

S-78
Miscellaneous

S-78
Description of the Stock Purchase Contracts

S-79
Purchase of Preferred Stock

S-79
Contract Payments

S-79
Option to Defer Contract Payments

S-80
Direct Action by Holders of Preferred HITS or Treasury HITS

S-80
Termination

S-81
Pledged Securities and the Collateral Agreement

S-81
Additional Provisions of the Stock Purchase Contract Agreement and the Collateral Agreement

S-82
No Consent to Assumption

S-82
Consolidation, Merger, Sale or Conveyance

S-83
Governing Law

S-83
Information Concerning the Collateral Agent

S-83
Miscellaneous

S-83
Description of the Junior Subordinated Notes

S-84
General

S-84
Interest Rate and Maturity

S-85
Option to Defer Interest Payments

S-85
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BAC Capital Trust XIII Prospectus Supplement
Alternative Payment Mechanism

S-87
Subordination

S-88
Remarketing

S-91
Early Remarketing

S-94
Early Settlement Events

S-95
Payment; Exchange; Transfer

S-96
Denominations

S-96
Restrictions on Certain Payments, Including on Deferral of Interest

S-96
Redemption

S-97
Limitation on Mergers and Sales of Assets

S-99
Events of Default, Waiver and Notice

S-100
Actions Not Restricted by Indenture

S-101
No Protection in the Event of a Highly Leveraged Transaction

S-102

S-2
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BAC Capital Trust XIII Prospectus Supplement
Table of Contents
Page
PROSPECTUS SUPPLEMENT

Distribution of the Junior Subordinated Notes

S-102
Modification of Indenture

S-102
Governing Law

S-103
The Indenture Trustee

S-103
Miscellaneous

S-104
Description of the Guarantee

S-105
General

S-105
Effect of the Guarantee

S-106
Status of the Guarantee

S-106
Amendments and Assignment

S-106
Termination of the Guarantee

S-107
Events of Default

S-107
Information Concerning the Guarantee Trustee

S-107
Governing Law

S-108
Relationship Among HITS, Junior Subordinated Notes, Stock Purchase Contracts and Guarantee

S-108
Limited Purpose of Trust

S-110
Rights upon Dissolution

S-110
Description of the Preferred Stock

S-111
General

S-111
Rank

S-112
Dividends

S-112
Redemption

S-114
Redemption or Repurchase Subject to Restrictions

S-114
Rights upon Liquidation

S-115
Voting

S-115
Form

S-115
Title

S-116
Transfer Agent and Registrar

S-116
Authorized Classes of Preferred Stock

S-116
Rate Calculation

S-119
Book-Entry System

S-119
Page
PROSPECTUS SUPPLEMENT

Certain U.S. Federal Income Tax Consequences

S-123
Classification of the Trust

S-124
Taxation of a Preferred HITS

S-125
Taxation of the Junior Subordinated Notes

S-125
Taxation of the Stock Purchase Contracts

S-126
Taxation of the Interest-Bearing Deposit with Bank of America, N.A

S-127
Acquisition and Taxation of the Preferred Stock

S-127
Separation and Re-creation of Preferred HITS

S-128
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BAC Capital Trust XIII Prospectus Supplement
Sales, Exchanges or Other Taxable Dispositions of HITS

S-129
Dissolution of the Trust

S-130
Backup Withholding and Information Reporting

S-130
Information Reporting with Respect to the Preferred HITS

S-131
ERISA Considerations

S-132
General Fiduciary Matters

S-132
Prohibited Transaction and Related Issues

S-132
Underwriting

S-134
Where You Can Find More Information

S-136
Forward-Looking Statements

S-138
Legal Matters

S-138
Experts

S-139
Index of Defined Terms

S-140
PROSPECTUS

About This Prospectus

2
The Issuers

2
Use of Proceeds

2
Description of Securities

2
Where You Can Find More Information

2
Forward-Looking Statements

4
Legal Matters

4
Experts

5

S-3
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BAC Capital Trust XIII Prospectus Supplement
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement describes the specific terms of the Preferred HITS, Treasury HITS, Corporate HITS,
Junior Subordinated Notes, the Stock Purchase Contracts, the Preferred Stock and the Guarantee. You should rely
only on the information included or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. If information in this
prospectus supplement is inconsistent with the accompanying prospectus, the information in this prospectus
supplement supersedes the information in the accompanying prospectus.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation
of an offer to buy the Preferred HITS and the component securities of the HITS in any jurisdiction in which that
offer or solicitation is unlawful. The delivery of this prospectus supplement, at any time, does not create any
implication that there has been no change in our affairs since the date of this prospectus supplement or that the
information contained in this prospectus supplement is correct as of any time subsequent to that date.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement
to "Bank of America," "we," "us," "our," or similar references, mean Bank of America Corporation and any
reference to the "Trust" means BAC Capital Trust XIII.
We have not taken any action to permit a public offering of the Preferred HITS outside the United States or to
permit the possession or distribution of this prospectus supplement and the accompanying prospectus outside the
United States. Persons outside the United States who come into possession of this prospectus supplement and the
accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of
the Preferred HITS and the distribution of this prospectus supplement and the accompanying prospectus outside
the United States.
An index of defined terms used in this prospectus supplement appears at the end of this prospectus supplement.

S-4
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BAC Capital Trust XIII Prospectus Supplement
Table of Contents
SUMMARY
The following information concerning the Trust, Bank of America, the HITS, the Junior Subordinated Notes, the
Preferred Stock, the Stock Purchase Contracts, and the Guarantee summarizes, and should be read in conjunction
with, the information contained in this prospectus supplement and in the accompanying prospectus.
BAC Capital Trust XIII
BAC Capital Trust XIII, or the "Trust," is a statutory trust organized under Delaware law. Initially, the only
outstanding classes of beneficial interests in the Trust will be the Preferred HITS and the Trust Common
Securities. The Trust exists exclusively to:

· issue the HITS and the Trust Common Securities;

· invest the proceeds from the sale of Preferred HITS and the Trust Common Securities in our Junior

Subordinated Notes;

· enter into the Stock Purchase Contract Agreement with us and hold the Stock Purchase Contracts;

· hold Junior Subordinated Notes, certain U.S. Treasury securities, and an interest-bearing deposit with

Bank of America, N.A., and pledge them to secure its obligations under the Stock Purchase Contracts;

· purchase the Preferred Stock on the Stock Purchase Date pursuant to the Stock Purchase Contracts and

hold it;

· distribute to the holders of the Trust's securities the cash payments it receives on the Junior Subordinated

Notes, certain U.S. Treasury securities, the Stock Purchase Contracts or, after the Stock Purchase Date, the
Preferred Stock;

· sell Junior Subordinated Notes in a Remarketing or an Early Remarketing; and

· engage in other activities that are directly related to these activities.
The Bank of New York, a New York banking corporation, will act as the "Property Trustee" of the Trust. Three
individuals who are our officers and employees or are officers and employees of our affiliates will act as "regular
trustees" of the Trust. The principal executive office of the Trust is c/o Bank of America Corporation, Corporate
Treasury Securities Administration, Bank of America Corporate Center, NC1-007-07-06, 100 North Tryon
Street, Charlotte, North Carolina 28255, telephone number 1-866-804-5241. The Bank of New York (Delaware)
is the "Delaware Trustee" of the Trust with the address of: The Bank of New York (Delaware), 100 White Clay
Center, Route 273, Newark, Delaware 19711, telephone number (302) 283-8079.
Bank of America

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Document Outline

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- #1">BAC Capital Trust XIII Prospectus Supplement