8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Sep 4, 2012)

Filed September 4, 2012For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This Wells Fargo & Company 8-K filing from September 4, 2012, primarily serves to report the issuance of new Medium-Term Notes, Series K. Specifically, two tranches of notes were issued: one linked to the S&P 500 Index maturing in September 2014, and another linked to a Domestic ETF Basket maturing in September 2017. These issuances are part of a larger registration statement filed previously. The core purpose of this filing is to provide investors with the official documentation related to these new debt instruments. This includes the forms of the Notes themselves, along with legal opinions from Faegre Baker Daniels LLP and tax opinions from Sullivan & Cromwell LLP. These documents are crucial for understanding the terms, conditions, and tax implications of investing in these specific notes.

Key Highlights

  • 1Wells Fargo & Company issued new Medium-Term Notes, Series K on September 4, 2012.
  • 2Two specific note issuances are detailed: one linked to the S&P 500® Index (maturity Sept 4, 2014) and one linked to a Domestic ETF Basket (maturity Sept 1, 2017).
  • 3These notes are part of a broader registration statement on Form S-3 previously filed with the SEC.
  • 4The 8-K filing includes the forms of the Notes as exhibits.
  • 5Legal opinions from Faegre Baker Daniels LLP regarding the Notes are provided.
  • 6Special tax counsel opinions from Sullivan & Cromwell LLP are included, offering insights into the tax treatment of these notes.
  • 7The filing also contains consents from the legal and tax counsel firms.

Frequently Asked Questions

This filing reports the issuance of two series of Medium-Term Notes, Series K. One series is linked to the S&P 500® Index and matures on September 4, 2014, while the other is linked to a Domestic ETF Basket and matures on September 1, 2017.

Wells Fargo is filing this 8-K to formally report the issuance of these new Medium-Term Notes and to file the associated documentation. This includes the specific forms of the notes, legal opinions, and tax opinions, which are required to be disclosed to investors and the SEC.

The legal opinions from Faegre Baker Daniels LLP confirm the validity and legal standing of the Notes. The tax opinions from Sullivan & Cromwell LLP provide guidance on the tax treatment and implications of holding these specific notes, which is essential information for investors making investment decisions.

No, this particular 8-K filing is not related to an acquisition or a major operational change. Its sole purpose is to document the issuance of specific debt securities (Medium-Term Notes) and provide the necessary legal and tax documentation for these issuances.