Bond America Bank Corporation 0% ( XS0309286283 ) in USD

Issuer America Bank Corporation
Market price refresh price now   100 %  ⇌ 
Country  United States
ISIN code  XS0309286283 ( in USD )
Interest rate 0%
Maturity 05/07/2037



Prospectus brochure of the bond Bank of America Corporation XS0309286283 en USD 0%, maturity 05/07/2037


Minimal amount 100 000 USD
Total amount 40 000 000 USD
Detailed description Bank of America Corporation is a multinational financial services corporation headquartered in Charlotte, North Carolina, offering a wide range of financial products and services to individuals, small businesses, and large corporations worldwide.

The Bond issued by America Bank Corporation ( United States ) , in USD, with the ISIN code XS0309286283, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 05/07/2037







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BASE PROSPECTUS
April 1, 2008
Merrill Lynch S.A.
(Incorporated as a société anonyme under the laws of Luxembourg)
4.5.1.1
EUR15,000,000,000
Euro Medium-Term Note Program
for the issue of Notes
with a minimum maturity of one week
Payment of principal and interest on the Notes will be unconditionally and irrevocably guaranteed by
Merrill Lynch & Co., Inc.
(Incorporated under the laws of the State of Delaware, U.S.A.)
On May 19, 1999, Merrill Lynch S.A. (the "Company" or the "Issuer") established a EUR5,000,000,000 Euro Medium-Term Note Program (the
"Program") and issued an offering circular on that date describing the Program. This Base Prospectus supersedes all offering circulars issued prior to the date
hereof. Any Notes to be issued under the Program on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not
affect Notes already in issue. The Company has also prepared a registration document (the "Registration Document") for use in connection with the issue of Notes
under the Program. Notes issuable under the Program by way of Registration Document shall be documented in a securities note (the "Securities Note"). The
Registration Document and any Securities Note prepared in connection therewith do not form part of this Base Prospectus.
Under this EUR15,000,000,000 Euro Medium Term Note Program, the Company may from time to time issue Notes (the "Notes") denominated in any
currency agreed by the Company and the relevant Purchaser(s) (as defined below). The Notes will be fully, unconditionally and irrevocably guaranteed (the
6.1
"Guarantee") as to payment of principal, interest and any additional amounts (or delivery of other consideration) by Merrill Lynch & Co., Inc. (the "Guarantor").
The Notes will have maturities of one week or longer (or such other minimum or maximum maturity as may be allowed or required from time to time by the
6.2
relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant currency) and, subject as set out herein, the maximum aggregate
principal amount of all Notes from time to time outstanding will not exceed EUR15,000,000,000 (or its equivalent in other currencies), calculated as described
herein.
The Notes will be issued to one or more of the dealers specified under "Summary" (each a "Dealer" and, together the "Dealers") on a continuing basis.
Notes may also be issued to other dealers and to third parties other than dealers. The Dealers and such other dealers and third parties are referred to as "Purchasers".
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent
authority for the purpose of Directive 2003/71/EC (the "Prospectus Directive") for the approval of this Base Prospectus. Application has been made to the
Luxembourg Stock Exchange for Notes issued under this Base Prospectus to be admitted to trading on the Luxembourg Stock Exchange's regulated market and
to be listed on the official list of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in
Financial Instruments Directive (Directive 2004/39/EC).
The Notes and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act").
The Notes are in bearer form and therefore are subject to U.S. tax law requirements. The Notes and the Guarantee may not at any time be reoffered, resold, pledged,
exchanged or otherwise transferred directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person (see "Subscription and Sale").
In relation to each separate issue of Notes, the final offer price and amount of such Notes will be determined by the Company and the relevant Dealers
in accordance with prevailing market conditions at the time of the issue of the Notes and will be set out in the applicable Final Terms.
This Base Prospectus may be used for the purposes of Notes issued under the Program to be admitted to trading on the regulated market of the
Luxembourg Stock Exchange appearing on the list of regulated markets issued by the European Commission and to be admitted to listing on the official list of the
5.6.1
Luxembourg Stock Exchange during this twelve month period. The CSSF has been requested to provide the UK Listing Authority with a certificate of approval
attesting that the Base Prospectus has been drawn up in accordance with Luxembourg Law of July 10, 2005 relative aux prospectus pour valeurs mobilières which
12.6.1
implements the Prospectus Directive into Luxembourg law for Notes to be admitted to the Official List of the UK Listing Authority (the "Official List") and
admitted to trading on the London Stock Exchange's Regulated Market. The Company may issue Notes (i) that bear interest at fixed rates or floating rates or at
no interest at all, (ii) whose principal, interest or other consideration (which may include cash, securities and/or other property) payable thereon or deliverable
pursuant thereto are linked to the level of one or more indices, currencies, equities, debt securities, commodities or funds, or the credit of one or more specified
entities or any combination thereof, or to an index, portfolio or formula based on any combination thereof, and (iii) the terms of which permit the Company to pay
and/or discharge its obligations with respect to such Notes by the payment or delivery of cash, shares, securities and/or other property or any combination of cash,
shares, securities and/or other property. Notice of the aggregate principal amount of, interest (if any) payable with respect to, the Issue Price (as defined in the
applicable Final Terms) of, and any other terms and conditions not contained herein which are applicable to, each Tranche (as defined under "Terms and Conditions
of the Notes") of Notes together with certain other information required by the Prospectus Directive will be set forth in the applicable final terms (the "Final
Terms") or which, with respect to Notes to be listed on the regulated market of the Luxembourg Stock Exchange appearing on the list of regulated markets issued
by the European Commission and/or admitted to the official list of the Luxembourg Stock Exchange, will be delivered to the CSSF or the London Stock Exchange,
as the case may be, about the date of issue of such Notes. Under the Luxembourg Law of July 10, 2005 relative aux prospectus pour valeurs mobilières which
implements the Prospectus Directive, prospectuses relating to money market instruments having a maturity at issue of less than 12 months and complying also
with the definition of securities are not subject to the approval provisions of Part II of such law. Copies of each Final Terms will be available from the specified
office of each of the Paying Agents (as defined under "Form of the Notes"), subject to conditions set forth herein (see "Terms and Conditions of the Notes"). The
relevant Final Terms will indicate the stock exchange or market, if any, on which each Tranche of Notes will be listed and/or admitted to trading.
The Notes of each Tranche will initially be represented by one or more temporary global Notes which will be deposited on the issue date thereof with
(i) if the temporary global Note is intended to be issued in new global note ("NGN") form as specified in the applicable Final Terms, a common safekeeper for
Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and, (ii) if the temporary global Note is
intended to be issued in classic global note ("CGN") form as specified in the applicable Final Terms, a common depositary on behalf of Euroclear and Clearstream,
Luxembourg and/or such other clearing system as otherwise agreed, as further described under "Form of the Notes" herein. Beneficial interests in a temporary
global Note will be exchangeable for beneficial interests in a permanent global Note or, in certain circumstances described herein, for definitive Notes, and
beneficial interests in a permanent global Note will be exchangeable for definitive Notes. Beneficial interests in temporary and permanent global Notes will be
exchangeable only in the manner and upon compliance with the procedures described under "Form of the Notes" herein. Temporary and permanent global Notes
and definitive Notes will be issued in bearer form only and in such denominations as may be agreed between the Company and the relevant Purchaser(s).
See "Risk Factors" on pages 13 to 25 for a discussion of certain risks that should be considered in connection with an investment in the Notes
offered hereby.
The Program has been rated by Fitch Ratings ("Fitch"), Moody's Investors Service, Inc. ("Moody's"), Ratings and Investment Information, Inc. ("R&I")
and Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"). The Notes of each Tranche issued under the Program may be
rated or unrated. Where the Notes of a Tranche are rated, such rating will not necessarily be the same as the rating(s) assigned to the Program. A security rating
is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. See
"Ratings" in "Form of Retail Final Terms" on pages 81 to 82 for a brief explanation of the meaning of the ratings.
The Company may agree with any Purchaser(s) that the Notes may be issued in a form other than that contemplated under "Terms and Conditions of
the Notes" herein, in which event a base prospectus or a supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect
of the agreement reached in relation to such Notes.
This base prospectus and all documents incorporated herein by reference will be published in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
Arranger
Merrill Lynch International
Dealers
Merrill Lynch International
Merrill Lynch Capital Markets AG
Merrill Lynch (Singapore) Pte. Ltd.


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This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. This Base
Prospectus has been approved by the CSSF as a Base Prospectus for the purposes of Article 5.4 of the Prospectus Directive.
This Base Prospectus is not a prospectus for purposes of Section 12(a)(2) or any other provision of or rule under the Securities
Act.
Each of the Company and the Guarantor accepts responsibility for the information contained in this Base Prospectus.
4.1.1
To the best of the knowledge and belief of the Company and the Guarantor (each of which has taken all reasonable care to
4.1.2
ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit 5.1.1
5.1.2
anything likely to affect the import of such information.
12.1.1
12.1.2
None of the Dealers has separately verified the information contained herein. Accordingly, no representation, warranty
or undertaking, express or implied, is made and no responsibility is accepted by the Dealers as to the accuracy or completeness
of the information contained in this Base Prospectus or any other information provided by the Company or the Guarantor in
connection with the Notes. No Dealer accepts liability in relation to the information contained in this Base Prospectus or any
other information provided by the Company or the Guarantor in connection with the Notes.
No person has been authorized to give any information or to make any representation not contained in or not consistent
with this Base Prospectus or any other information supplied by the Company or the Guarantor in connection with the Notes
and, if given or made, such information or representation must not be relied upon as having been authorized by the Company,
the Guarantor, or the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Notes is intended to provide
the basis of any credit or other evaluation and should not be considered as a recommendation by the Company, the Guarantor,
or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Notes
should purchase any of the Notes. Each investor contemplating purchasing any of the Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Company and the
Guarantor. Neither this Base Prospectus nor any other information supplied in connection with the Notes constitutes an offer
or invitation by or on behalf of the Company, the Guarantor, or any of the Dealers to any person to purchase any Notes other
than the Notes described in the relevant Final Terms to this Base Prospectus relating thereto.
The delivery of this Base Prospectus does not at any time imply that the information contained herein concerning the
Company or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. None
of the Dealers undertakes to review the financial condition or affairs of the Company and the Guarantor and their respective
subsidiaries during the life of the Program. Investors should review, inter alia, the most recent financial statements of the
Company and the Guarantor when deciding whether or not to purchase any of the Notes.
The distribution of this Base Prospectus and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Base Prospectus or any Notes come must inform themselves about, and
observe, any such restrictions. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or
sale of the Notes in the United States of America, the United Kingdom, Japan, France and Singapore (see "Subscription and
Sale").
In this Base Prospectus, references to "U.S.$", "USD" and "U.S. Dollars" are to United States dollars, references to
"EUR", "Euro", "" and "euro" are to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty establishing the European Community, as amended by the Treaty on European Union
and the Treaty of Amsterdam (such first mentioned Treaty as so amended, the "Treaty"), references to "Danish Krone", "DKr"
and "DKK" are to the lawful currency of the Kingdom of Denmark, references to "Norwegian Krone", "NKr" and "NOK" are
to the lawful currency of the Kingdom of Norway, references to "Sterling" and "£" are to United Kingdom Pounds Sterling,
references to "Swedish Krona", "SKr" and "SEK" are to the lawful currency of the Kingdom of Sweden and references to
"Yen" and "" are to Japanese Yen.
In connection with the issue of any Tranche of Notes, the Relevant Dealer(s) (if any) named as the stabilizing
manager(s) (or persons acting on behalf of any stabilizing manager(s)) in the applicable Final Terms or Prospectus (as
the case may be) (the "Stabilizing Manager") may over-allot Notes (provided that, in the case of any Tranche of Notes
to be admitted to trading on the London Stock Exchange's Regulated Market and/or the regulated market of the
Luxembourg Stock Exchange and/or any other regulated market (within the meaning of the Markets in Financial
Instruments Directive) (Directive 2004/39/EC) in the European Economic Area, the aggregate principal amount of
Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the Tranche of Notes) or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing
Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate
public disclosure of the final terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at
any time, but it must end no later than the earlier of 30 days after the issue date of the Tranche of Notes and 60 days
after the date of the allotment of the Tranche of Notes. Any stabilization action or over-allotment shall be conducted in
accordance with all applicable laws and rules.
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TABLE OF CONTENTS
Page
Page
Documents Incorporated by Reference ......................
1
Financial Statements of Merrill Lynch S.A. ............ 153
Summary ....................................................................
5
Selected Financial Data--Merrill Lynch S.A. .......... 165
Risk Factors ................................................................ 13
Business Overview--Merrill Lynch & Co., Inc. ...... 167
General Description of the Program .......................... 26
Selected Financial Data--Merrill Lynch & Co., Inc. 168
Form of the Notes ...................................................... 28
Management--Merrill Lynch & Co., Inc. ................ 170
Form of Wholesale Final Terms ................................ 30
Executive Officers--Merrill Lynch & Co., Inc......... 171
Form of Retail Final Terms ........................................ 57
Subscription and Sale ................................................ 172
Terms and Conditions of the Notes ............................ 88
United States Income and Estate Taxes .................... 177
Description of the Guarantee...................................... 149
Luxembourg Taxation................................................ 180
Use of Proceeds .......................................................... 151
European Union Savings Tax Directive .................... 183
Business Overview--Merrill Lynch S.A. .................. 152
General Information .................................................. 184
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been previously published or are published simultaneously
with the Base Prospectus shall be deemed to be incorporated in, and to form part of, this Base Prospectus:
(a)
the Guarantor's 2007 Annual Report on Form 10-K for the year ended December 28, 2007 (the 4.3.1
"2007 Annual Report") (excluding the documents listed as Exhibits on pages E-1 to E-4 4.13.1
(Exhibit Index) except for Exhibit 99.8), which includes the audited consolidated balance 4.13.2
sheets of the Guarantor and its subsidiaries as of December 28, 2007 and December 29, 2006, 4.13.3.1
and the related consolidated statements of (loss)/earnings, changes in stockholders' equity, 4.13.4.1
comprehensive (loss)/income and cash flows for each of the three years in the period ended
December 28, 2007, the financial statement schedule (listed as Exhibit 99.8) and the auditors'
reports dated February 25, 2008 thereon (the "2007 Auditors' Report");
(b)
the Guarantor's 2006 Annual Report on Form 10-K for the year ended December 29, 2006 (the
"2006 Annual Report") (excluding the documents listed as Exhibits on pages E-1 to E-4
(Exhibit Index) except for Exhibit 99.9), which includes the audited consolidated balance
sheets of the Guarantor and its subsidiaries as of December 29, 2006 and December 30, 2005,
and the related consolidated statements of earnings, changes in stockholders' equity,
comprehensive income and cash flows for each of the three years in the period ended December
29, 2006, the financial statement schedule (listed as Exhibit 99.9) and the auditors' reports
dated February 26, 2007 thereon (the "2006 Auditors' Report");
(c)
the Guarantor's Current Report on Form 8-K dated February 25, 2008, in relation to
restatements of the Company's cash flows for each of the years ended December 30, 2005 and
December 29, 2006 and the first, second and third quarters of 2007 (the "February 2008
Current Report") (except for any other documents or information incorporated by reference
into the February 2008 Current Report);
(d)
the Guarantor's 2008 Proxy Statement dated March 14, 2008 in connection with its Annual
Meeting of Shareholders (the "Proxy Statement"); and
(e)
the Company's audited financial statements for the year ended December 31, 2006 and the
auditor's report dated March 22, 2007 thereon (the "2006 Accounts")
save that any statement contained in a document which is deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purposes of this Base Prospectus to the extent that a
statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication
or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Base Prospectus.
To the extent that this document is used in connection with an issue or offering of Notes under the
Program in circumstances where the Prospectus Directive does not apply, the following documents, which
may be produced or issued from time to time after the date hereof, shall upon publication be deemed to form
part of this document. For the avoidance of doubt, such documents will not form part of this Base Prospectus
for the purposes of Article 5.4 of the Prospectus Directive:
(i)
the most recent annual report on Form 10-K and proxy statement of the Guarantor filed with
the United States Securities and Exchange Commission (the "Commission"); and
(ii)
any other reports filed by the Guarantor with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the rules and regulations thereunder subsequent to the date of the financial
statements included in the annual report on Form 10-K referred to in sub-paragraph (a) above
including, without limitation, any quarterly report on Form 10-Q.
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This Base Prospectus should be read and construed with any supplement hereto and, in relation to any
Series (as defined under "Terms and Conditions of the Notes" below), should be read and construed together
with the relevant Final Terms.
The Company will provide, without charge, to each person to whom a copy of this Base Prospectus
has been delivered, upon the oral or written request of such person, a copy of any or all of the documents
which or portions of which are incorporated by reference herein. Written or oral requests for such documents
should be directed to the principal office of Deutsche Bank AG, London Branch, the issuing and principal
paying agent for the Notes. In addition, if and for so long as any Notes are admitted to trading on the
Luxembourg Stock Exchange's regulated market and admitted to listing on the official list of the
Luxembourg Stock Exchange, such documents will be available free of charge from the specified office of
the Luxembourg Listing Agent. Copies of documents incorporated by reference in this Base Prospectus can
also be obtained from the Guarantor's Corporate Secretary's office at 222 Broadway, 17th Floor New York,
New York 10038-2510, USA.
The Guarantor's 2007 Annual Report, 2007 Auditors' Report, 2006 Annual Report, 2006 Auditors'
Report, Proxy Statement and the Company's 2006 Accounts have been incorporated in their entirety. The
Company's audited financial statements for the year ended December 31, 2007 and the auditor's report
dated March 20, 2008 thereon (the "2007 Accounts") are included in this Base Prospectus. The following
table sets out the principal disclosure requirements which are satisfied by the information contained in the
relevant document and is not exhaustive. Each page reference refers to the corresponding page in the 2007
Annual Report, the 2006 Annual Report, the 2007 Auditors' Report, the 2006 Auditors' Report, the Proxy
Statement, and the 2006 Accounts, as indicated. Each reference to A4 refers to the corresponding rule in
Annex IV "Minimum Disclosure Requirements for the Debt and Derivative Securities Registration Document
(Schedule) (Debt and Derivative Securities with a Denomination per unit of less than EUR50,000)."
2007 Annual Report
Selected Financial Data
page 19
A4.3.1
Introduction
pages 20-21
A4.6.1.1/A4.6.2
Strategic Transactions
page 23
A4.6.1.2
Risk Factors that Could Affect our Business
pages 24-27
A4.4
Results of Operations
pages 40-41, 44, 48-49
A4.6.1.2/A4.6.2
Consolidated Statements of (Loss)/Earnings
page 81
A4.3.1/A4.13.1/A4.13.2
Consolidated Balance Sheets
pages 49, 82-83
A4.3.1/A4.13.1/A4.13.2
Consolidated Statements of Changes in
Stockholders' Equity page
84
A4.3.1/A4.13.1/A4.13.2
Consolidated Statements of Comprehensive
(Loss)/Income page
85
A4.3.1/A4.13.1/A4.13.2
Consolidated Statements of Cash Flows
page 86
A4.3.1/A4.13.1/A4.13.2
Notes to Consolidated Financial Statements
pages 87-155
A4.3.1/A4.13.1/A4.13.2
Notes to Consolidated Financial
Statements ­ Note 1. Summary of Significant
Accounting Policies ­ Description of Business
page 87
A4.6.1.1/A4.6.2/A4.7.1
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Notes to Consolidated Financial
Statements ­ Note 10. Stockholders' Equity and
Earnings per Share
pages 130-133
A4.14.1.1
Notes to Consolidated Financial
Statements ­ Note 11. Commitments,
Contingencies and Guarantees
pages 133-135
A4.13.6
Legal Proceedings
pages 162-164
A4.13.6
Executive Officers of Merrill Lynch & Co., Inc.
page 167
A4.10.1
Corporate Governance
page 168
A4.11.2
Report of Independent Registered
Public Accounting Firm
page 80
A4.3.1/A4.13.1/A4.13.2/ A4.16.1
2006 Annual Report
Selected Financial Data
page 20
A4.3.1
Overview
pages 21-22
A4.6.2
Risk Factors that Could Affect our Business
pages 23-24
A4.4
Business Segments
pages 31-39
A4.6.1.1/A4.6.1.2
Consolidated Balance Sheets
pages 40-43, 72-73
A4.13.1/A4.13.2
Stockholders' Equity and Earnings per Share
pages 43, 108-110
A4.14.1.1
Consolidated Statements of Earnings
page 71
A4.13.1/A4.13.2
Consolidated Statements of Comprehensive Income
page 75
A4.13.1/A4.13.2
Consolidated Statements of Cash Flow
page 76
A4.13.1/A4.13.2
Consolidated Financial Statements and Notes thereto
pages 71-129
A4.13.1/A4.13.2
Notes to Consolidated Financial
Statements ­ Note 1 Summary of Significant
Accounting Policies ­ Description of Business
page 77
A4.6.1.1/A4.7.1
Litigation
pages 26, 110-111 and 135-137
A4.13.6
Executive Officers
page 139
A4.10.1
Corporate Governance
page 140
A4.11.2
Report of Independent Registered
Public Accounting Firm
pages 69-70
A4.3.1/A4.13.1/A4.13.2/ A4.16.1
February 2008 Current Report
Current Report on Form 8-K dated February 25, 2008
All
A4.3.1/A4.13.1/A4.13.2
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2006 Accounts
Auditor's Report
pages 1-2
A4.13.1
Balance Sheet
page 3
A4.13.1
Profit and Loss Account
page 4
A4.13.1
Notes to the Accounts
pages 5 -16
A4.13.1
Cash Flow Statement
page 16
A4.13.1
Proxy Statement
Board Committees
pages 17-18
A4.11.1
Other Matters--Certain Relationships and
Transactions
page 60
A4.12.1
Any other information not listed above but contained in such document is incorporated by reference
for informational purposes only.
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SUMMARY
This summary must be read as an introduction to this Base Prospectus. Any decision to invest in any
Notes should be based on a consideration of this Base Prospectus as a whole, including the documents
incorporated by reference, by any investor. Following the implementation of the relevant provisions of the
Prospectus Directive (Directive 2003/71/EC) in each Member State of the European Economic Area (each,
an "EEA Member State"), the Company and the Guarantor disclaim civil liability in any and each such
EEA Member State solely on the basis of this summary, including any translation hereof, unless it is
misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus.
Where a claim relating to information contained in this Base Prospectus is brought before a Court in an EEA
Member State, the plaintiff may, under the national legislation of the EEA Member State where the claim is
brought, be required to bear the costs of translating the Base Prospectus before the legal proceedings are
initiated.
Words and expressions defined under "Terms and Conditions of the Notes" shall have the same
meanings in this summary.
Issuer:
Merrill Lynch S.A. (the "Company").
Guarantor:
Merrill Lynch & Co., Inc.
6.1
6.2
Arranger:
Merrill Lynch International.
Dealers:
Merrill Lynch International.
Merrill Lynch Capital Markets AG.
Merrill Lynch (Singapore) Pte. Ltd.
Notes may also be issued to other dealers and third parties.
Issuing and Principal Paying Agent:
Deutsche Bank AG, London Branch.
Amount:
Up to EUR15,000,000,000 (or its equivalent).
Distribution:
Notes may be distributed outside the United States to persons
other than U.S. persons (as such terms are defined in
Regulation S under the Securities Act) by way of private or
public placement on a syndicated or non-syndicated basis,
subject to the selling restrictions under "Subscription and
Sale".
Form of Notes:
Each Tranche of Notes will initially be represented by one or
more temporary global Notes deposited with a common
safekeeper or a common depositary (as the case may be) on
behalf of Euroclear and/or Clearstream, Luxembourg.
Beneficial interests in a temporary global Note will be
exchangeable for a permanent global Note or for definitive
Notes only in the manner and upon compliance with the
procedures described under "Form of the Notes". Notes
will be issued in bearer form.
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Terms of Notes:
General:
Notes may be issued on a fully-paid or partly-paid basis at an
issue price which is at par or a discount to, or a premium
over, par.
Notes may be denominated in any currency specified in the
relevant Final Terms with any agreed maturity, subject to
compliance with all applicable legal and/or regulatory
restrictions. Notes with maturities of 183 days or less will
have a minimum denomination of U.S.$500,000 (or its
equivalent).
Notes may: (i) bear interest at a fixed or floating rate; (ii) not
bear interest; (iii) bear interest and/or provide that the
redemption amount is calculated by reference to a specified
factor such as movements in one or more indices or
currency exchange rates, changes in share(s), fund or
commodity prices or changes in the credit of one or more
underlying entities or be linked to an index, portfolio or
formula based on any combination thereof; (iv) be
redeemed by physical delivery of specified asset(s) (each
such specified factor or specified asset, a "Reference Item"
and any Reference Item linked Notes, "Reference Item
Linked Notes"); (v) include any combination of the
foregoing; and/or (vi) have such other terms and conditions
as specified in the applicable Final Terms.
Interest periods, interest rates and the terms of and/or amounts
payable on redemption will be specified in the applicable
Final Terms.
The Final Terms will indicate either that the relevant Notes
cannot be redeemed prior to their stated maturity (other
than in specified instalments, if applicable; for taxation
reasons; following the occurrence of certain regulatory
related events; following an Event of Default and
acceleration of the Notes; in the case of Index Linked
Notes, Equity Linked Notes and Fund Linked Notes,
following the occurrence of certain events as described
below), or that such Notes will be redeemable at the option
of the Company and/or the Noteholders.
Index Linked Notes:
Index Linked Interest Notes and Index Linked Redemption
Notes ("Index Linked Notes") may, at the discretion of the
Company, be subject to early redemption or adjustment if
an Index is modified or cancelled and there is no successor
index acceptable to the Calculation Agent, if the Index's
sponsor fails to calculate and announce the Index, or if
certain events (such as illegality, disruptions or cost
increases) occur with respect to the Company's hedging
arrangements.
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If certain disruption events occur with respect to valuation of
an Index such valuation will be postponed and may be made
by the Calculation Agent. Payments may also be postponed.
Equity Linked Notes:
Equity Linked Interest Notes and Equity Linked Redemption
Notes ("Equity Linked Notes") may, at the discretion of
the Company (as applicable), be subject to early
redemption or adjustment (including valuation and in
certain circumstances Share substitutions) if certain
corporate events (such as events affecting the value of a
Share (including Share divisions or consolidations,
extraordinary dividends and capital calls); de-listing of a
Share; insolvency, merger or nationalisation of a Share
issuer; a tender offer or redenomination of a Share) occur,
if certain events (such as illegality, disruptions or cost
increases) occur with respect to the Company's hedging
arrangements, or if insolvency filings are made with respect
to a Share issuer.
If certain disruption events occur with respect to valuation of
a Share, such valuation will be postponed and may be made
by the Calculation Agent. Payments may also be postponed.
Fund Linked Notes:
Fund Linked Interest Notes and Fund Linked Redemption
Notes ("Fund Linked Notes") may, at the discretion of the
Company, be subject to early redemption or adjustment
(including as to valuations and Reference Fund
substitutions) if certain corporate events (such as
insolvency or nationalisation of a Reference Fund;
litigation against, or regulatory events occurring with
respect to, a Reference Fund; suspensions of Reference
Fund subscriptions or redemptions; certain changes in net
asset value or violations of leverage restrictions of a
Reference Fund; Reference Fund reporting disruptions; or
modifications to the investment objectives or changes in the
nature or administration of a Reference Fund) occur, if
certain valuation or settlement disruption events occur with
respect to a Reference Fund, or if certain events (such as
illegality, disruptions or cost increases) occur with respect
to the Company's hedging arrangements.
Physical Delivery Notes:
In order to receive the relevant asset(s), a Noteholder must
deliver an Asset Transfer Notice on or prior to a specified
cut-off date and pay all taxes, duties and/or expenses arising
from delivery. If certain disruption events occur on
settlement, the relevant settlement date may be postponed
and in certain circumstances the Company will be entitled
to make payment of a cash amount in lieu of physical
delivery.
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Document Outline