8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (May 31, 2011)

Filed May 31, 2011For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) filed an 8-K report on May 31, 2011, to disclose the issuance of new debt securities. Specifically, the company issued "Medium-Term Notes, Series K." These notes are divided into two tranches: one linked to the Consumer Price Index (CPI) due May 28, 2021, and another linked to 3-Month LIBOR due May 31, 2016. The primary purpose of this filing was to provide the necessary documentation and legal opinions related to these debt issuances. This includes the forms of the notes themselves, as well as legal opinions from Faegre & Benson LLP and tax opinions from Sullivan & Cromwell, LLP, Wells Fargo's special tax counsel. Investors interested in the specifics of this debt financing should review the filed exhibits.

Key Highlights

  • 1Wells Fargo & Company issued new "Medium-Term Notes, Series K" on or around May 31, 2011.
  • 2The issuance includes Notes Linked to the Consumer Price Index (CPI) maturing on May 28, 2021.
  • 3The issuance also includes Notes Linked to 3-Month LIBOR maturing on May 31, 2016.
  • 4This 8-K filing primarily serves to formally submit related legal documentation and opinions to the SEC.
  • 5Key exhibits filed include the forms of the two types of Medium-Term Notes.
  • 6Legal opinions from Faegre & Benson LLP concerning the Notes are included.
  • 7Tax opinions from Sullivan & Cromwell, LLP, Wells Fargo's special tax counsel, regarding the Notes are also part of the filing.

Frequently Asked Questions

The main purpose of this 8-K filing is to formally submit documentation related to Wells Fargo's issuance of new debt securities, specifically Medium-Term Notes, Series K. This includes the forms of the notes and legal/tax opinions from external counsel.

Wells Fargo issued two types of Medium-Term Notes, Series K: (i) Notes Linked to the Consumer Price Index due May 28, 2021, and (ii) Notes Linked to 3-Month LIBOR due May 31, 2016.

The specific terms and conditions of these notes can be found in the exhibits to this 8-K filing. These include the 'Form of Medium-Term Notes, Series K, Notes Linked to the Consumer Price Index' (Exhibit 4.1) and the 'Form of Medium-Term Notes, Series K, Notes Linked to 3 Month LIBOR' (Exhibit 4.2).

Faegre & Benson LLP provided a legal opinion regarding the Notes (Exhibit 5.1), and Sullivan & Cromwell, LLP, Wells Fargo's special tax counsel, provided a tax opinion regarding the Notes (Exhibit 8.1). Their consents are also included as exhibits.