SEC Seeks To File New Charges Against BofA On Merrill Deal, Full SEC Letter Attached

A little early for that retirement party Kenny?

From the WSJ:

The Securities and Exchange Commission is seeking permission to add new charges against Bank of America for failing to disclose Merrill Lynch's "extraordinary losses" in time for the shareholder vote on its takeover.

According to the SEC's letter, by the time shareholders voted on the Merrill deal December 5, 2008, Bank of America was aware that Merrill had suffered $4.5 billion in net losses during October and had estimated an additional multi-billion-dollar loss for November.

The SEC alleges that those losses constituted more than one-third of the deal's value and approximately 60% of Merrill's entire losses in the preceding three quarters, representing a fundamental change to the deal.

"Nevertheless, despite its representation that it would update shareholders, BOA kept them in the dark as they were asked to vote on the proposed merger," the SEC said in its letter to the judge.

The SEC said failing to make new disclosures about the losses "violated BOA's express undertaking to update shareholders of fundamental changes," making the proxy disclosures "false and misleading."

Bank of America said in a statement Monday: "We are disappointed that more than two months after the court-imposed deadline to amend its complaint and in the absence of any new information, the SEC now at the 11th hour is nevertheless trying to add new charges. With a trial set to begin in approximately six weeks, this would materially hinder our ability to mount a defense.

The case is scheduled for trial on March 1.



Full SEC Letter