8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Sep 10, 2012)

Filed September 10, 2012For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This 8-K filing from Wells Fargo & Company/MN (WFC) on September 10, 2012, pertains to the issuance of new Medium-Term Notes under its Series K program. Specifically, the company is filing documentation related to three distinct note issuances: Securities Linked to a Domestic ETF Basket (due March 6, 2015), Securities Linked to a Global ETF Basket (due March 7, 2017), and Securities Linked to the S&P 500® Index with Periodic Interest (due March 7, 2018). This filing is primarily for disclosure purposes, providing investors with the forms of these notes and associated legal opinions. Key to this filing are the legal and tax opinions from Faegre Baker Daniels LLP and Sullivan & Cromwell LLP. These opinions address the validity and tax treatment of the newly issued notes and a related product supplement. Investors considering these specific note offerings should review the detailed terms and conditions presented in the referenced exhibits, which include the structure of the ETF and index-linked investments and their tax implications, as advised by legal counsel.

Key Highlights

  • 1Wells Fargo issued new Medium-Term Notes, Series K, with varying maturity dates and underlying investment strategies.
  • 2The new notes are linked to a Domestic ETF Basket, a Global ETF Basket, and the S&P 500® Index.
  • 3The filing includes the forms of the three distinct note issuances with specific maturity dates.
  • 4Legal opinions from Faegre Baker Daniels LLP regarding the Notes are provided.
  • 5Tax opinions from Sullivan & Cromwell LLP regarding the Notes and a related Product Supplement No. 7 are included.
  • 6These issuances are part of Wells Fargo's established Medium-Term Note Program, Series K.
  • 7The filing is in connection with a Registration Statement on Form S-3 (File No. 333-180728).

Frequently Asked Questions

Wells Fargo is issuing three types of Medium-Term Notes, Series K: Securities Linked to a Domestic ETF Basket due March 6, 2015; Securities Linked to a Global ETF Basket due March 7, 2017; and Securities Linked to the S&P 500® Index with Periodic Interest due March 7, 2018.

The legal and tax opinions from Faegre Baker Daniels LLP and Sullivan & Cromwell LLP are provided to offer assurance regarding the validity, terms, and tax treatment of the newly issued notes and a related product supplement. These are crucial for investors to understand the potential implications of investing in these structured products.

These notes are structured financial products linked to specific ETF baskets or an index, which may carry different risks and potential returns than traditional fixed-income investments. Investors should carefully review the terms, risks, and potential tax implications detailed in the exhibits associated with this filing, and consult with their financial advisor, before making an investment decision.

Product Supplement No. 7, titled 'Upside Participation ETF Linked Notes (Averaging)', is a document that provides specific details and terms for a particular series of ETF-linked notes offered under the Medium-Term Note Program. The filing includes a tax opinion from Sullivan & Cromwell LLP concerning this supplement.