Beruflich Dokumente
Kultur Dokumente
Roth, Eric M. Fliday, December 19, 2008 11 :53 AM Herlihy, Edward D.; Hein, Peter C.; Demma, Nicholas G.; Guest, Matthew M.; Kim, Richard
K.
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New version with Peter's commenls; plincipal change is to soften the punch line to stop short of saying won't go through with it. Obviously, this part turns on what the ultimate goal is: renegotiation or walk away. Also clarified that not all TARP money is irrelevant to tangible common equity (warrants do) and put paragraph re pre-merger
statements regarding Q4 and 2009 in brackets (not sure exactly what was said and MAC argument does not turn on it
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EXHIBIT
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Confidential Treatment Requested by Bank of America Corporation Confidentiallnformation Produced Pursuant to 10/14/09 Disclosure & Protective Order
BAC-502-WLRK 00002131
The severe impact of these losses on MER's financial condition going forward - and the financial condition of the combined company in the event the merger closed-- cannot be overstated.
Confidential Treatment Requested by Bank of America Corporation Confidential Information Produced Pursuant to 10/14/09 Disclosure & Protective Order
BAC-502-WLRK 00002132
services companies.
We are not blind to the fact that other major investment banks --such as Goldman Sachs and Morgan Stanley -have recently announced Q4 losses. But the losses at Goldman Sachs and Morgan Stanley- each of whom reported about $2.2 billion in losses on asset bases of$887 billion and $658 billion respectively- pale by comparison to the $_billion in losses that MER will sustain this quarter.
It is clear that the current market dislocations have had a disproportionately adverse ef feet on MER as compared to the other major investment banks.
Under the circumstances, BAC' s Board of Directors has serious concerns at to whether it can go forward with the proposed merger consistent with its fiduciary duty to BAC stockholders.
[IF GOAL IS TO RENEGOTIATE, CAN ADD SOMETHING HERE ABOUT HOW COMBINATION MIGHT STILL MAKE SENSE ON RENEGOTIATED TERMS.]
Confidential Treatment Requested by Bank of America Corporation Confidential Information Produced Pursuan1 to 10/14/09 Disclosure & Protective Order
BAC-502-WLRK 00002133