8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Feb 5, 2010)

Filed February 5, 2010For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This Wells Fargo & Company (WFC) 8-K filing from February 5, 2010, primarily serves to disclose the details of a new debt issuance: "Notes Linked to the Russell 2000® Index due February 7, 2012". The report itself does not contain new financial statements or operational updates, but rather files key supporting documents related to these Notes as exhibits. Investors should note that this issuance represents a new financial instrument offered by Wells Fargo, with its performance tied to the Russell 2000® Index, a broad measure of small-cap U.S. equities. The filing includes the form of the Note itself, along with legal opinions from both Mary E. Schaffner, Esq. and Sullivan & Cromwell LLP, Wells Fargo's special tax counsel. These opinions likely address the legal and tax implications of the Notes, providing assurance to potential investors regarding the structure and terms of this debt offering. While not a comprehensive financial performance update, this filing is significant for understanding Wells Fargo's capital-raising activities and the financial products it offers to the market.

Key Highlights

  • 1Wells Fargo & Company issued "Notes Linked to the Russell 2000® Index due February 7, 2012" on February 5, 2010.
  • 2The filing's primary purpose is to provide documentation related to this new debt issuance, not to report new financial results or operational changes.
  • 3The Notes' performance is tied to the Russell 2000® Index, an index representing small-cap U.S. equities.
  • 4Key exhibits filed include the form of the Note, providing investors with the contractual terms of the issuance.
  • 5Legal and tax opinions from Mary E. Schaffner, Esq. and Sullivan & Cromwell LLP are included, offering insights into the legal structure and tax treatment of the Notes.
  • 6This filing indicates Wells Fargo's engagement in capital markets activities through structured debt products.

Frequently Asked Questions

The main purpose of this 8-K filing is to formally disclose and provide supporting documentation for a new debt issuance by Wells Fargo: Notes Linked to the Russell 2000® Index due February 7, 2012. It includes the form of the Note and related legal/tax opinions.

It means that the return or value of these Notes is tied to the performance of the Russell 2000® Index, which tracks the performance of approximately 2,000 small-cap U.S. companies. The specific terms detailing how the index performance affects the Notes would be found in the full Note documentation filed with this report.

No, this specific 8-K filing does not contain new financial statements or provide updates on Wells Fargo's overall financial performance or business operations. Its focus is exclusively on the details of the new debt instrument being issued.

Mary E. Schaffner, Esq. and Sullivan & Cromwell LLP are legal counsel. Sullivan & Cromwell LLP acted as Wells Fargo's special tax counsel, and both provided opinions regarding the Notes, likely covering legal compliance and tax implications, which are filed as exhibits.