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Issuer:
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The
Bear Stearns Companies Inc. (the “Company”).
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Title:
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Subordinated
Global Notes due January 22, 2017 (the “Securities”), to be issued under
the Subordinated Indenture, dated November 14, 2006, between
the Company
and The Bank of New York, as trustee.
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Principal
Amount:
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$1,000,000,000.
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Interest
Rate:
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5.55%
per year.
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Interest
payable on January 22 and July 22 of
each year, commencing January 22, 2007, to holders of Securities
of record
on January 7 and July 7, respectively.
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Date
of Maturity:
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January
22, 2017.
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Further
Issuances:
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The
Company may from time to time, without the consent of the existing
holders
of the Securities, “reopen” this issue, which means that the Company may
create and issue further Securities having the same terms and
conditions
as the Securities being offered hereby in all respects, except
for the
first payment of interest thereon. Additional Securities issued
in this
manner will be consolidated with, and will form a single series with,
the previously outstanding Securities unless such additional
Securities
will not be treated as fungible with the previously issued and
outstanding
Securities for U.S. federal income tax purposes.
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Sinking
Fund Provisions:
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None.
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Optional
Redemption Provisions:
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Not
applicable.
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Tax
Redemption Provisions:
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Applicable.
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Defeasance
Provisions:
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Applicable.
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Additional
Amounts Provisions:
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Applicable.
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Subordination:
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The
Securities will be junior and subordinated in right of payment
to all of
the Company’s senior indebtedness.
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Form of
Securities:
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Registered
global certificate, without coupons.
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Public
Offering Price:
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99.602%.
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Purchase
Price to Underwriters:
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99.152%.
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Underwriting
Discount:
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0.450%.
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Net
Proceeds, before Expenses:
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$991,520,000.
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Listing:
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None.
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Ratings
of the Securities:
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A2
(Moody’s) / A (Standard & Poor’s) / A (Fitch).
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An
explanation of the significance of ratings may be obtained from
the rating
agencies. Generally, rating agencies base their ratings on such
material
and information, and such of their own investigations, studies
and
assumptions, as they deem appropriate. The rating of the capital
securities should be evaluated independently from similar ratings
of other
securities. A credit rating of a security is not a recommendation
to buy,
sell or hold securities and may be subject to review, revision,
suspension, reduction or withdrawal at any time by the assigning
rating
agency.
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CUSIP:
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073902PN2.
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ISIN:
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US073902PN28.
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Trade
Date:
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November 15,
2006.
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Closing
Date:
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November 22,
2006.
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Co-Lead
Managers:
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Bear,
Stearns & Co. Inc. and Bear, Stearns International
Limited.
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Senior
Co-Managers:
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Bank
of America Securities LLC and Citigroup Global Markets
Inc.
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Junior
Co-Managers:
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BNP
Paribas Securities Corp; Danske A/S; HSBC Securities (USA) Inc.;
HVB
Capital Markets, Inc.; Mellon Financial Markets, LLC; Santander
Investment
Securities Inc.; Wachovia Capital Markets, LLC; and Wells Fargo
Securities, LLC.
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