Countrywide - Bank of America

Countrywide Financial Corp (CNC)
Bank of America (BAC)
$4B Fixed Exchange Stock Merger

Summary

Buyout creates largest US mortgage lender

0.1822 BAC share, per CNC share
Background of the merger
CNCstock chart

Announced 1.11.08

Advisors

Financial

CNC: Goldman Sachs / Sandler O'Neill
BAC: Banc of America Securities

Legal

CNC: Wachtell Lipton
BAC: Cleary Gottlieb

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Effective Time
1.3 Effects of the Merger
1.4 Conversion of Stock and LLC Interests
1.5 Stock Options and other Stock-based Awards; ESPP
1.6 Certificate of Formation and Limited Liability
CompanyAgreement of the Surviving Company
1.7 Directors and Officers
1.8 Tax Consequences

Article II Delivery of Merger Consideration

2.1 Exchange Agent
2.2 Deposit of Merger Consideration
2.3 Delivery of Merger Consideration

Article III Company Reps

3.1 Corporate organization
3.2 Capitalization
3.3 Authority; No Violation
3.4 Consents and Approvals
3.5 Reports; Regulatory Matters
3.6 Financial Statements
3.7 Brokers Fees
3.8 Absence of Certain Changes or Events
3.9 Legal Proceedings
3.10 Taxes and Tax Returns
3.11 Employee Matters
3.12 Compliance with Applicable Law
3.13 Certain Contracts
3.14 Risk Management Instruments
3.15 Investment Securities and Commodities
3.16 Warehouse Loan Portfolio
3.17 Property
3.18 Intellectual Property
3.19 Environmental Liability
3.20 Mortgage Banking Business
3.21 Securitization Matters
3.22 Insurance Matters
3.23 State Takeover Laws
3.24 Rights Agreement
3.25 Interested Party Transactions
3.26 Reorganization; Approvals
3.27 Opinion
3.28 Company Information

Article IV Parent Reps

4.1 Corporate organization
4.2 Capitalization
4.3 Authority; No Violation
4.4 Consents and Approvals
4.5 Reports; Regulatory Matters
4.6 Financial Statements
4.7 Brokers Fees
4.8 Absence of Certain Changes or Events
4.9 Legal Proceedings
4.10 Taxes and Tax Returns
4.11 Compliance with Applicable Law
4.12 Reorganization; Approvals
4.13 Parent Information

Article V Covenants Relating to Conduct of Business

5.1 Conduct of Businesses Prior to the Effective Time
5.2 Company Forbearances
5.3 Parent Forbearances

Article VI Additional Agreements

6.1 Regulatory Matters
6.2 Access to Information
6.3 Stockholder Approval
6.4 Affiliates
6.5 NYSE Listing
6.6 Employee Matters
6.7 Indemnification; Directors and Officers Insurance
6.8 Additional Agreements
6.9 Advice of Changes
6.10 Exemption From Liability Under Section 16(b)
6.11 No Solicitation
6.12 Restructuring Efforts
6.13 Dividends
6.14 Tax Matters

Article VII Conditions Precedent

7.1 Each Party
7.2 Parent
7.3 Company

Article VIII Termination and Amendment

8.1 Termination
8.2 Effect of Termination
8.3 Fees and Expenses
8.4 Termination Fee
8.5 Amendment
8.6 Extension; Waiver

Article IX General Provisions

9.1 Closing
9.2 Standard
9.3 Nonsurvival of Representations, Warranties and
Agreements
9.4 Notices
9.5 Interpretation
9.6 Counterparts
9.7 Entire Agreement
9.8 Governing Law; Jurisdiction
9.9 Publicity
9.10 Assignment; Third Party Beneficiaries

Proxy Solicitation

Shareholder meeting

Scheduled for June 25

Proxy statements

Final proxy statement prospectus 5.29.08

Table of contents

Earlier filings
Form S-4 2.13.08
Amendment #1 3.27.08

Deal Protection

No shop covenant

Merger agreement 6.11

Break-up fee

$160mm, plus out-of-pocket expenses
Agreement 8.4

Regulatory Approvals

HSR Act

Merger agreement 6.1

Advisors equity investment

Financial

CNC : Goldman Sachs / Sandler O'Neill
BAC : Banc of America Securities

Legal

CNC : Wachtell Lipton Rosen & Katz
BAC : Cleary Gottlieb Steen & Hamilton / K&L Gates

$2B Strategic equity investment

Major bank invests in financial service provider

Transaction completed and funded August 22, 2007
Represents a "vote of confidence"
In the form of a non-voting convertible preferred security yielding 7.25% annually which can be converted into common stock at $18 per CNC share with resulting shares subject to restrictions on trading for 18 mo after conversion

Announced 8.22.07

Developments

Plan of action announced to address changing market conditions and workforce reductions 9.07.07

Advisors equity investment

Financial

CNC : Goldman Sachs
BAC : Bank of America Securities

Legal

CNC : Wachtell Lipton Rosen & Katz
BAC : Cleary Gottlieb Stern Hamilton

Merger Agreement equity investment

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions

1.01 Definitions
1.02 General Interpretive Principles

Article II Sale and Purchase of the Preferred Securities

2.01 Sale and Purchase of the Preferred Securities
2.02 Closing

Article III Reps

3.01 Company

(a) Organization and Good Standing of the Company;
Organizational Documents
(b) Organization and Good Standing of Subsidiaries
(c) Authorization; No Conflicts
(d) Consents
(e) Capitalization
(f) Reports; Financial Statements; Controls
(g) Absence of Certain Changes
(h) No Undisclosed Liabilities, etc
(i) Compliance with Applicable Law
(j) Legal Proceedings
(k) ERISA
(l) Taxes and Tax Returns
(m) Intellectual Property
(n) Environmental Liability
(o) Mortgage Banking Business
(p) Company Information
(q) State Takeover Laws
(r) Rights Agreement
(s) Status of Securities
(t) Offering of Securities
(u) Brokers and Finders

3.02 Purchaser

(a) Organization
(b) Authorization
(c) Consents
(d) Securities Act
(e) Brokers and Finders
(f) Purchaser Information

Article IV Additional Agreements of the Parties

4.01 Taking of Necessary Action
4.02 Acquisition Proposals
4.03 Financial Statements and Other Reports
4.04 Inspection of Property
4.05 Post-conversion Lockup; Redemption
4.06 Standstill
4.07 Securities Laws; Legends
4.08 Lost, Stolen, Destroyed or Mutilated Securities
4.09 Regulatory Matters
4.10 Share Listing
4.11 Business Strategy

Article V Conditions

5.01 Conditions of Purchase
5.02 Conditions of Sale

Article VI Miscellaneous

6.01 Survival of Representations and Warranties
6.02 Notices
6.03 Entire Agreement; Third Party Beneficiaries;
Amendment
6.04 Counterparts
6.05 Governing Law
6.06 Public Announcements
6.07 Expenses
6.08 Indemnification
6.09 Successors and Assigns
6.10 Remedies; Waiver
6.11 Consent To Jurisdiction
6.12 Severability
6.13 Headings
6.14 Standard

Other Agreements equity investment

Certificate of Designations

Registration Rights Agreement

Third Amendment to Rights Agreement

Deal Protection equity investment

No shop covenant

Merger agreement 4.2

Regulatory Approvals equity investment

HSR Act

Merger agreement 4.9

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