WELLS FARGO & COMPANY/MN (Form: 8-K, Received: 01/25/2022 08:39:57)

WELLS FARGO & COMPANY

DATED: January 25, 2022

/s/ Bryant Owens

Bryant Owens

Senior Vice President and Assistant Treasurer

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): January 24, 2022

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 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 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

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD	WFC.PRD	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 press releases announcing the pricing and final results of the previously announced cash tender offer for certain outstanding debt securities of the Company by Wells Fargo Securities, LLC, its indirect wholly-owned subsidiary. Copies of the press releases are attached as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description	Location

99.1	Press Release dated January 24, 2022	Filed herewith

99.2	Press Release dated January 25, 2022	Filed herewith

104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.	Filed herewith

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.

Exhibit 99.1

LOGO

News Release | Jan. 24, 2022

Wells Fargo & Company Announces Pricing of Any and All Cash Tender Offer by Its Wholly-Owned Subsidiary

SAN FRANCISCO – Jan. 24, 2022 – Wells Fargo & Company (NYSE: WFC) today announced the tender offer consideration (the “Tender Offer Consideration”) payable in connection with the previously announced cash tender offer (the “Offer”) by Wells Fargo Securities, LLC (“Wells Fargo Securities”), an indirect wholly-owned subsidiary of Wells Fargo & Company, which commenced on Jan. 18, 2022, to purchase for cash any and all of the securities of Wells Fargo & Company listed in the table below (the “Securities”). The Offer will expire today, Jan. 24, 2022, at 5:00 p.m., New York City time, unless extended (such date and time, as it may be extended, the “Expiration Date”). The Offer is being made solely pursuant to the Offer to Purchase (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery, each dated Jan. 18, 2022. The Offer to Purchase contains detailed information regarding the terms of the Offer, including the manner in which the Tender Offer Consideration was calculated.

The table below sets forth the Tender Offer Consideration for the Securities. The reference yield listed in the table below is based on the bid-side price of the reference security as quoted on Bloomberg Reference Page FIT4 at 2:00 p.m., New York City time, today, as described in the Offer to Purchase.

Title of Securities

CUSIP
Number

Principal Amount
Outstanding

Fixed Spread
(Basis Points)

U.S. Treasury
Reference Security

Reference
Yield

Tender Offer
Consideration (1)

3.45% Subordinated Notes due February 13, 2023

94974BFJ4

$2,000,000,000

+16 bps

1.375% U.S. Treasury
Notes due February 15,
2023

0.621%

$1,027.85

(1)

Per $1,000 principal amount of Securities tendered and accepted for purchase.

In addition to the Tender Offer Consideration, holders whose Securities are validly tendered (and not validly withdrawn) on or prior to the Expiration Date will receive accrued and unpaid interest in respect of their purchased Securities from the last interest payment date for the Securities to, but not including, the Initial Settlement Date (as defined below) for such Securities (“Accrued Interest”), payable on the Initial Settlement Date or the Guaranteed Delivery Settlement Date (as defined below), as applicable.

Upon the terms and subject to the conditions of the Offer, the settlement date is expected to be Jan. 25, 2022, or promptly thereafter (the “Initial Settlement Date”).

Securities may be tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase. Upon the terms and subject to the conditions of the Offer, the settlement date for tenders pursuant to a related Notice of


^© 2022 Wells Fargo Bank, N.A. All rights reserved. For public use		NR-01-2022

Guaranteed Delivery is expected to be Jan. 27, 2022, or promptly thereafter (the “Guaranteed Delivery Settlement Date”). The Accrued Interest payable on the Guaranteed Delivery Settlement Date will not include any interest for the period on or after the Initial Settlement Date.

Tenders of Securities pursuant to the Offer may be validly withdrawn at any time before the Expiration Date.

The Offer is open to all registered holders of Securities. A beneficial owner of Securities that are held of record by a broker, dealer, commercial bank, trust company, or other nominee (each, a “Custodian”) must instruct such Custodian to tender such Securities on the beneficial owner’s behalf in a timely manner. Beneficial owners should be aware that a Custodian may establish its own earlier deadline for participation in the Offer.

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 1-800-967-4607 or e-mail at wfc@dfking.com. Questions regarding the Offer may be directed to Wells Fargo Securities at 704-410-4759 or collect at 1-866-309-6316 or e-mail at liabilitymanagement@wellsfargo.com.

Copies of the Offer to Purchase and related Notice of Guaranteed Delivery are available at the following web address: www.dfking.com/wfc.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Offer is being made only pursuant to the Offer to Purchase and related Notice of Guaranteed Delivery. The Offer is not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction. None of Wells Fargo Securities, Wells Fargo & Company, the Tender Agent, the Information Agent, the trustee, the paying agent or any of their respective affiliates or boards of directors makes any recommendation in connection with the Offer. Please refer to the Offer to Purchase for a description of terms, conditions, disclaimers, and other information applicable to the Offer.

About Wells Fargo

Wells Fargo & Company (NYSE: WFC) is a leading financial services company that has approximately $1.9 trillion in assets, proudly serves one in three U.S. households and more than 10% of small businesses in the U.S., and is the leading middle market banking provider 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 & Investment Management. Wells Fargo ranked No. 37 on Fortune’s 2021 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. News, insights, and perspectives from Wells Fargo are also available at Wells Fargo Stories.

Additional information may be found at www.wellsfargo.com | Twitter: @WellsFargo.

Contact Information

Media

Beth Richek, 704-374-2545

Beth.Richek@wellsfargo.com

Investor Relations

Tanya Quinn, 415-396-7495

tanya.quinn@wellsfargo.com

2 Jan. 24, 2022 | News Release

News Release Category: WF-CF

###

3 Jan. 24, 2022 | News Release

Exhibit 99.2

LOGO

News Release | Jan. 25, 2022

Wells Fargo & Company Announces Final Results of Any and All Cash Tender Offer by Its Wholly-Owned Subsidiary

SAN FRANCISCO – Jan. 25, 2022 – Wells Fargo & Company (NYSE: WFC) today announced the final results of the previously announced cash tender offer (the “Offer”) by Wells Fargo Securities, LLC (“Wells Fargo Securities”), an indirect wholly-owned subsidiary of Wells Fargo & Company, which commenced on Jan. 18, 2022, to purchase any and all of the securities of Wells Fargo & Company listed in the table below (the “Securities”). The Offer expired on Jan. 24, 2022, at 5:00 p.m., New York City time (the “Expiration Date”). The Offer was made solely pursuant to the Offer to Purchase (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery, each dated Jan. 18, 2022.

Wells Fargo Securities has accepted for purchase $926,692,000 aggregate principal amount of Securities validly tendered and not validly withdrawn prior to the Expiration Date, according to information provided by D.F. King & Co., Inc., the tender and information agent for the Offer. D.F. King & Co., Inc. has also advised that an additional $4,595,000 aggregate principal amount of Securities remain subject to guaranteed delivery procedures. Wells Fargo Securities will pay approximately $952,500,372 (excluding accrued and unpaid interest) for the Securities accepted for purchase, excluding Securities subject to guaranteed delivery procedures. Wells Fargo Securities expects to make payment for the accepted Securities in same-day funds today, Jan. 25, 2022 (or Jan. 27, 2022 for Securities tendered by guaranteed delivery). The aggregate principal amount of Securities accepted for purchase is set forth in the table below.



Title of Securities	CUSIP Number	Principal Amount Outstanding	Principal Amount Tendered at Expiration Date and Accepted for Purchase	Principal Amount Subject to Guaranteed Delivery Procedures

3.45% Subordinated Notes due February 13, 2023	94974BFJ4	$2,000,000,000	$926,692,000	$4,595,000

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


^© 2022 Wells Fargo Bank, N.A. All rights reserved. For public use		NR-01-2022