WELLS FARGO & COMPANY/MN NYSE Depositary Shares, each representing a 1/1000th interest in a share of 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock Depositary Shares, each representing a 1/1000th interest in a share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities of Wachovia Capital Trust III false 0000072971 0000072971 2021-03-01 2021-03-01 0000072971 us-gaap:CommonStockMember 2021-03-01 2021-03-01 0000072971 wfc:SeriesLPreferredStockMember 2021-03-01 2021-03-01 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesNMember 2021-03-01 2021-03-01 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesOMember 2021-03-01 2021-03-01 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesPMember 2021-03-01 2021-03-01 0000072971 wfc:A5.85FixedtoFloatingRateNonCumulativePerpetualClassAPreferredStockSeriesQMember 2021-03-01 2021-03-01 0000072971 wfc:A6.625FixedtoFloatingRateNonCumulativePerpetualClassAPreferredStockSeriesRMember 2021-03-01 2021-03-01 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesWMember 2021-03-01 2021-03-01 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesXMember 2021-03-01 2021-03-01 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesYMember 2021-03-01 2021-03-01 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesZMember 2021-03-01 2021-03-01 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesAAMember 2021-03-01 2021-03-01 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesCCMember 2021-03-01 2021-03-01 0000072971 wfc:Guaranteeof5.80FixedtoFloatingRateNormalWachoviaIncomeTrustSecuritiesofWachoviaCapitalTrustIIIMember 2021-03-01 2021-03-01 0000072971 wfc:GuaranteeofMediumTermNotesSeriesAdueOctober302028ofWellsFargoFinanceLLCMember 2021-03-01 2021-03-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 1, 2021

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware   001-2979   No. 41-0449260

(State or other jurisdiction

of incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

420 Montgomery Street, San Francisco, California 94104

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 1-866-249-3302

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

   Trading
Symbol 		   Name of Each Exchange
on Which Registered

Common Stock, par value $1-2/3

   WFC    New York Stock Exchange
(NYSE)

7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L

   WFC.PRL    NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series N

   WFC.PRN    NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series O

   WFC.PRO    NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series P

   WFC.PRP    NYSE

Depositary Shares, each representing a 1/1000th interest in a share of 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series Q

   WFC.PRQ    NYSE

Depositary Shares, each representing a 1/1000th interest in a share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series R

   WFC.PRR    NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series W

   WFC.PRW    NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series X

   WFC.PRX    NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y

   WFC.PRY    NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z

   WFC.PRZ    NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA

   WFC.PRA    NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC

   WFC.PRC    NYSE

Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities of Wachovia Capital Trust III

   WFC/TP    NYSE

Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC

   WFC/28A    NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

Wells Fargo & Company (the “Company”) issued a press release announcing the final results of the previously announced cash tender offers for certain outstanding debt securities of the Company by Wells Fargo Securities, LLC, its indirect wholly-owned subsidiary. A copy of the press release is attached as Exhibit 99 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

  (d)

Exhibits

 

Exhibit No.

  

Description

  

Location

99    Press Release dated March 1, 2021    Filed herewith
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.    Filed herewith

 

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      WELLS FARGO & COMPANY  
DATED: March 1, 2021      

/s/ Bryant Owens

 
      Bryant Owens  
      Senior Vice President and Assistant Treasurer  

Exhibit 99

 

LOGO

 

 

News Release | March 1, 2021

Wells Fargo & Company Announces Final Results of Tender Offers by Its Wholly-Owned Subsidiary

SAN FRANCISCO – March 1, 2021 – Wells Fargo & Company (NYSE: WFC) today announced the final results for its previously announced cash tender offers (the “Offers”) by Wells Fargo Securities, LLC (“Wells Fargo Securities”), an indirect wholly-owned subsidiary of Wells Fargo & Company, to purchase up to $6,400,000,000 (the “Maximum Tender Amount”) of the 11 series of Wells Fargo & Company securities listed in the table below (each, a “Series of Securities,” and collectively, the “Securities”). The Offers commenced on Jan. 29, 2021, and expired at 11:59 p.m., New York City time, on Feb. 26, 2021 (the “Expiration Date”).

Wells Fargo Securities will accept for purchase $6,400,000,000 aggregate principal amount of Securities validly tendered and not validly withdrawn. Wells Fargo Securities will pay aggregate Total Consideration and Late Tender Offer Consideration, each as defined in the offer to purchase dated Jan. 29, 2021 (the “Offer to Purchase”), of approximately $6,567,474,217 for the Securities accepted for purchase. In addition to the applicable Total Consideration and the applicable Late Tender Offer Consideration, holders whose Securities are accepted for purchase will receive accrued and unpaid interest in respect of their purchased Securities from the last interest payment date for such Series of Securities to, but not including, March 2, 2021 (the “Settlement Date”).

As further explained in the Offer to Purchase, as amended by a press release on Feb. 12, 2021, Wells Fargo Securities will accept the Securities for purchase in accordance with the “Acceptance Priority Levels” set forth in the table below. Wells Fargo Securities will accept for purchase 100% of the Securities listed in the table below at Acceptance Priority Levels 1-4. Due to oversubscription, Wells Fargo Securities will accept for purchase on a pro rata basis approximately 31% of the Securities listed in the table below at Acceptance Priority Level 5, and the proration factor is approximately 83%. Wells Fargo Securities has not accepted for purchase any of the Securities listed below at Acceptance Priority Levels 6-11. Wells Fargo Securities expects to make payment for the applicable Securities that will be accepted for purchase on the Settlement Date. The Securities not accepted for purchase will be promptly credited after the Expiration Date to the account of the registered holder of such Securities with the Depository Trust Company.

 

                   
Title of
Security 		  CUSIP
Number 		   Principal
Amount
Outstanding 		   Tender
Cap (1) 		  Accept-
ance
Priority
Level (2) 		  Total
Consider-
ation (3) 		  Late Tender
Offer
Consider-
ation (4) 		  Principal
Amount
Tendered at
Expiration 		  Principal
Amount
Accepted for
Purchase 		  Approximate
Percentage of
Outstanding
Securities
Purchased
Floating
Rate Notes
due July 26,
2021 		  949746SB8    $1,200,000,000    N/A   1   $1,004.86   N/A(5)   $562,424,000   $562,424,000   46.87%

 

© 2021 Wells Fargo Bank, N.A. All rights reserved.

                   
3.069%
Notes due
Jan. 24,
2023 		  949746SK8    $3,750,000,000    N/A   2   $1,025.98   $995.98   $2,323,014,000   $2,323,014,000   61.95%
2.625%
Notes due
July 22,
2022 		  95000U2B8    $3,750,000,000    N/A   3   $1,034.88   $1,004.88   $2,055,332,000   $2,055,332,000   54.81%
Floating
Rate Notes
due Jan. 24,
2023 		  949746SL6    $1,250,000,000    N/A   4   $1,010.68   $980.68   $680,228,000   $680,228,000   54.42%
3.50% Notes
due March 8,
2022 		  94974BFC9    $2,500,000,000    $1,250,000,000   5   $1,033.64   $1,003.64   $939,220,000   $779,002,000   31.16%
Floating
Rate Notes
due May 24,
2021 		  949746RZ6    $150,000,000    $45,000,000   6   N/A (6)   N/A (6)   $0   $0   0%
Floating
Rate Notes
due Aug. 10,
2021 		  949746SF9    $200,000,000    $60,000,000   7   N/A (6)   N/A (6)   $0   $0   0%
Fixed-to-
Floating
Rate Notes
due Oct. 30,
2025 		  95000U2H5    $3,000,000,000    $300,000,000   8   N/A (6)   N/A (6)   $395,169,000   $0   0%
3.30% Notes
due Sept. 9,
2024 		  94974BGA2    $2,250,000,000    $225,000,000   9   N/A (6)   N/A (6)   $508,433,000   $0   0%
3.00% Notes
due Feb. 19,
2025 		  94974BGH7    $2,500,000,000    $250,000,000   10   N/A (6)   N/A (6)   $522,077,000   $0   0%
Floating
Rate Notes
due Oct. 31,
2023 		  949746SJ1    $2,000,000,000    $200,000,000   11   N/A (6)   N/A (6)   $390,029,000   $0   0%
  (1)

Each Tender Cap set forth in the table above, as applicable, represents the combined maximum aggregate principal amount of such Series of Securities that may be purchased pursuant to an Offer.

  (2)

Subject to the Maximum Tender Amount, the Tender Caps (as applicable), and proration, the principal amount of each Series of Securities that will be accepted for purchase in the Offers will be determined in accordance with the applicable Acceptance Priority Level.

  (3)

Per $1,000 principal amount of Securities validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offers on or prior to 5:00 p.m., New York City time, on Feb. 11, 2021 (the “Early Tender Deadline”) and includes the early tender premium of $30 per $1,000 principal amount of each Series of Securities (the “Early Tender Premium”).

  (4)

Per $1,000 principal amount of Securities validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offers after the Early Tender Deadline and excludes the

 

2        March 1, 2021  |  News Release

  Early Tender Premium.
  (5)

No Securities of such series were tendered after the Early Tender Deadline.

  (6)

Total Consideration and Late Tender Offer Consideration omitted because Wells Fargo Securities did not purchase any Securities of such series.

D.F. King & Co., Inc. is serving as the tender agent and information agent. Requests for documents may be directed to D.F. King & Co., Inc. by telephone at 212-269-5550 (banks and brokers) or 1-877-283-0318 or email at wfc@dfking.com.

Questions regarding the Offers may be directed to Wells Fargo Securities at 704-410-4759 or collect at 1-866-309-6316 or email at liabilitymanagement@wellsfargo.com.

This press release is for information purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any Securities.

About Wells Fargo

Wells Fargo & Company is a leading financial services company that has approximately $1.9 trillion in assets and proudly serves one in three U.S. households and more than 10% of all middle market companies in the U.S. We provide a diversified set of banking, investment, and mortgage products and services, as well as consumer and commercial finance, through our four reportable operating segments: Consumer Banking and Lending, Commercial Banking, Corporate and Investment Banking, and Wealth and Investment Management. Wells Fargo ranked No. 30 on Fortune’s 2020 rankings of America’s largest corporations. In the communities we serve, the company focuses its social impact on building a sustainable, inclusive future for all by supporting housing affordability, small business growth, financial health, and a low-carbon economy.

Contact Information

Media

Ancel Martinez, 415-222-3858

ancel.martinez@wellsfargo.com

Investor Relations

Tanya Quinn, 415-396-7495

tanya.quinn@wellsfargo.com

News Release Category: WF-CF

###

 

3        March 1, 2021  |  News Release