Bank of America Merrill LynchProject on Investment Banking Submitted by Pankaj Gaurav,

IMT Hyderabad

Bank of America is one of the world's largest financial institutions, serving individual consumers, small- and middle-market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk management products and services.

The company provides unmatched convenience in the United States, serving approximately 50 million consumer and small business relationships with approximately 5,100 retail banking offices and approximately 16,300 ATMs and award-winning online banking with 30 million active users and more than 14 million mobile users.

Bank of America is among the world's leading wealth management companies and is a global leader in corporate and investment banking and trading across a broad range of asset classes, serving corporations, governments, institutions and individuals around the world. The company serves clients through operations in more than 40 countries

Introduction

• Brian Moynihan | Chief Executive Officer

• Catherine P. Bessant | Global Technology and Operations Executive

• David C. Darnell | Co-Chief Operating Officer

• Anne M. Finucane | Global Strategy and Marketing Officer

• Gary Lynch, Global General Counsel, Head of Compliance & Regulatory Relations

• Gary G. Lynch | Global General Counsel, Head of Compliance & Regulatory Relations

• Bruce Thompson, Chief Financial Officer

• Bruce R. Thompson | Chief Financial Officer

Executive Team

The Bank of Italy was founded in San Francisco by Amadeo Giannini in 1904

March 7, 1927, Giannini consolidated his Bank of Italy (101 branches) with

the then newly formed Liberty Bank of America (175 branches).

In 1928, A. P. Giannini merged with Bank of America Los Angeles to create what will become the largest banking institution in the country. The merger was completed in early 1929 and took

the name Bank of America.

A Brief History

Merger History

1960 – North Carolina National

Bank ( NCNB)

1988- First republic bank acquired by

NCNB

1993- MNC Financial

acquired by NationsBank

1998-

BankAmerica Corp acquired by

NationsBank , took New name Bank of America

2006- MBNA acquired by

Bank of America

2007- LaSalle Bank acquired by Bank of America

2009 – Merril Lynch

acquired by Bank

of America

Merger History (Cont.)

Working Model to serve

• Establishing role as Financial Advisor through Integrated Operating Model

Integrated Operating Model

Rankings And Global Presence

M&A Advisor Ranking

Source: Wall Street journal

Global Banking & Market Highlights

Lines of Businesses & Latest Highlights

Global Commercial Banking

Credit & Finance

•Working Capital Financing•Real Estate Financing•Equipment Financing•Asset Based Lending•Capital structure Financing•Syndicated finance•Bridge/Interim Financing•Trade financing

Working Capital Solution

•CashPro Online•Card Solutions•Revenue cycle management•Customised Payments•Disbursement management •Liquidity Management•Group Banking•Merchant Services•Investment Management Services

Risk Management

•Interest Rate Management •Foreign exchange capabilities •International trade services•Derivatives products

Capital raising & Advisory Services

•Equity Capital•Debt capital•Tax exempt financing•Load syndication•M&A Advisory

Wealth & Investment

Management

•Meeting the complex financial needs of corporate executives •Wealth management strategies for business owners

Corporate Financing

Debt Capital Markets

Equity Capital Markets

Mergers and Acquisitions

Advisory

Investment Banking

2013 deals highlight

Details of a few Deals

Zoetis, formerly the animal health business unit of Pfizer Inc., today announced the pricing of its initial public offering of 86,100,000 shares of its Class A common stock at $26 per share. 

The underwriters also have an option to purchase up to an additional 12,915,000 shares of Class A common stock. Zoetis will not receive any of the proceeds from any shares sold pursuant to this option. If the underwriters exercise this option in full, Pfizer is expected to retain an approximately 80 percent ownership of Zoetis.

J.P. Morgan, BofA Merrill Lynch and Morgan Stanley served as joint lead book-running managers for the offering

Zoetis Initial Public Offering:

Watson Pharmaceuticals, Inc. is a leading integrated global

pharmaceutical company. Watson is engaged in the development,

manufacture and distribution of generic pharmaceuticals and

specialized branded pharmaceutical products focused on Urology and

Women's Health.

In 2011, Watson was the third largest generic pharmaceutical company in the United States. It also have commercial operations in key international markets includes Central and Eastern Europe, Russia, UK, France, Australia etc.

Acquisition of Actavis Group By Watson Pharmaceuticals

Actavis is one of the world's leading generic

pharmaceutical companies, specializing in the

development, manufacture and sale of generic

pharmaceuticals. The company has operations in

more than 40 countries, with over 10,000

employees.

Acquisition of Actavis Group By Watson Pharmaceuticals (cont.)

Transaction Terms

Under the terms of the agreement, Watson will acquire Actavis for an

upfront payment of EUR4.25 billion

Actavis stakeholders could also receive additional

consideration, depending upon the Actavis achieving

negotiated levels of certain 2012 performance targets. The target if achieved would result

in the delivery of up to 5.5 million shares of Watson common stock in 2013

Watson intends to fund the cash portion of the

transaction through a combination of term loan

borrowings and the issuance of senior

unsecured notes. Watson currently has bridge loan commitments from BofA Merrill Lynch and Wells

Fargo Bank

Dramatically Enhances Watson's International Presence

Expanded Global Market Presence

Expanded Portfolio and Pipeline

Significant and Immediate Accretion

Strong Combined Cash Flow Allows for Rapid Debt Repayment

Additional Benefits of International and global management team

Acquisition of Actavis Group By Watson Pharmaceuticals (cont.)

Key Benefits of Transaction

Verizon Vodafone deal

Rationale

Verizon agreed on Monday to pay $130 billion to buy Vodafone out of its U.S. wireless business, signing history's third largest corporate deal to bring an end to a decade‐long corporate stand‐off

The deal will give Verizon full access to the wireless unit's cash, handing it fresh firepower to invest in superfast mobile networks and fend off challengers in a U.S. market expected to grow more competitive in the coming years

Verizon Vodafone deal (cont.)

The two firms said Vodafone would get $58.9 billion in cash, $60.2 billion in Verizon stock, and an additional $11 billion from smaller transactions that would take the total deal value to $130 billion

The British group will return 71 percent of the net proceeds to shareholders. All the stock will go to shareholders, plus $23.9 billion in cash, after the deal is finalized, likely to be in the first quarter of 2014

Verizon Vodafone deal (cont.)Deal Points

Loblaw buys Shoppers Drug Mart

Loblaw buys Shoppers Drug Mart (cont.)

Rationale

Loblaw buys Shoppers Drug Mart (cont.)

Deal Points

€3.3B Senior Credit Facility

2nd Largest leveraged buy out (LBO) in Europe

since the credit crisis

Largest new money term loan financing in Europe since the credit crisis

Master Blenders 3.3 billion acquisition

German investor Joh A Benckiser's (JAB) 7.5 billion euro ($9.74 billion) bid for Dutch coffee and tea company DE Master Blenders

The banks were looking to raise 1 billion euros from funds -- 60/40 in euros and dollars, respectively -- which will supplement funds raised from around 15 banks that were invited in the first phase of syndication.

The fully underwritten all-senior loan is being arranged by Bank of America, Citibank, Rabobank and Morgan Stanley.

Funds were to be offered a commitment fee to compensate them for their commitments until the acquisition closes and funds are drawn, which was expected in July.

Master Blenders 3.3 billion acquisition

The deal is structured as a 1.25 billion euro, three-year term loan A at 350 bps over EURIBOR, a 1.75 billion euro, five-year term loan B at 375 bps and a 300 million euro, five-year revolving credit facility, 350 bps.

15 banks were asked to commit 200 million euros each for a fee of 150bps in the first phase of syndication. Lenders would prefer to be scaled back to around 150 million-160 million euros of exposure, given the company's credit rating.

Master Blenders was currently rated BBB/Baa2, but would be expected to have a BB- credit rating after the acquisition, bankers said.

Master Blenders 3.3 billion acquisition: Deal details

Awards & Accolades

References Reports

• BTM Presentation Bank of America 2013

• Goldman Sachs Financial Services Conference Report 2013

• Bank of Americs- Merril Lynch Global commercial banking Report 2013

• Bank of America 4Q13 Financial Results

• Mergermarket H1 2013 M&A Report: July 2013

Webpages

• Master Blenders 3.3 billion acquisition loan launched to funds “http://www.reuters.com/article/2013/05/14/us-master-blenders-loan-idUSBRE94D0O920130514 “(accessed on 20 Jan 2014)

• Bank of America Awards and Recognition, “http://newsroom.bankofamerica.com/awards?cm_re=EBZ-Corp_SocialResponsibility-_-About_Us-_-EI38LT0008_About_Us_Awards “ (accessed on 20 Jan 2014)

• Merger History, Bank of America, “http://message.bankofamerica.com/heritage/#/merger-history” (accessed on 20 Jan 2014)

• Deal of the week, “http://pillarsofwallstreet.com/resources/deal-of-the-week” (accessed on 20 Jan 2014)

Thank You