8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Jun 13, 2011)

Filed June 13, 2011For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This Form 8-K filing by Wells Fargo & Company (WFC) on June 13, 2011, primarily serves to disclose the issuance of new debt securities and to file supporting documentation. Specifically, the company announced the issuance of Medium-Term Notes, Series K, which are linked to the S&P 500® Index and mature on July 13, 2012. This filing is not indicative of significant operational changes or financial performance updates but rather relates to the company's capital markets activities. Investors should note that the filing includes the form of the note itself, along with legal opinions from Faegre & Benson LLP and Sullivan & Cromwell LLP concerning the issuance. These legal opinions confirm the regularity and tax implications of the new debt offering.

Key Highlights

  • 1Wells Fargo & Company issued Medium-Term Notes, Series K, due July 13, 2012.
  • 2The Notes are linked to the performance of the S&P 500® Index.
  • 3This filing is primarily for the disclosure of debt issuance and related legal documentation.
  • 4Supporting documents include the form of the Note, and legal opinions from Faegre & Benson LLP and Sullivan & Cromwell LLP.
  • 5The filing relates to Wells Fargo's capital markets activities and ongoing debt programs.
  • 6The issuance is part of a Registration Statement on Form S-3.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the issuance of Wells Fargo's Medium-Term Notes, Series K, which are linked to the S&P 500® Index, and to provide the accompanying legal documentation for this issuance.

The Medium-Term Notes, Series K, are linked to the S&P 500® Index and have a maturity date of July 13, 2012. The specific details regarding how the index performance affects the notes are outlined in the form of the Note filed as an exhibit.

No, this filing does not indicate significant changes in Wells Fargo's financial health or operations. It is a routine disclosure related to the company's capital markets activities and the issuance of new debt instruments.

The exhibits include the form of the Note, legal opinions from Faegre & Benson LLP (regarding the Notes) and Sullivan & Cromwell LLP (Wells Fargo's special tax counsel), and consents from these law firms. These are important as they provide the official documentation of the debt issuance, its structure, and the legal/tax considerations from the perspective of counsel.