8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Dec 7, 2012)

Filed December 7, 2012For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This Form 8-K filing from Wells Fargo & Company (WFC), dated December 7, 2012, announces the issuance of new Medium-Term Notes, Series K. These notes are linked to either the Dow Jones Industrial AverageSM or a Global ETF Basket, with both maturing on December 6, 2019. The filing primarily serves to provide investors and the market with the official documentation related to these note issuances. For investors, this report is significant as it details the structure and legal framework surrounding these specific debt instruments. It includes the forms of the notes themselves, along with legal opinions from Faegre Baker Daniels LLP and tax opinions from Sullivan & Cromwell LLP, Wells Fargo's special tax counsel. This provides transparency regarding the terms, conditions, and tax implications of investing in these Series K Medium-Term Notes.

Key Highlights

  • 1Wells Fargo & Company issued new Medium-Term Notes, Series K.
  • 2The notes are structured as debt instruments with maturities on December 6, 2019.
  • 3Two distinct note types were issued: one linked to the Dow Jones Industrial AverageSM and another linked to a Global ETF Basket.
  • 4The filing includes the official forms of these Medium-Term Notes, Series K.
  • 5Legal opinions from Faegre Baker Daniels LLP concerning the notes are provided.
  • 6Tax opinions from Sullivan & Cromwell LLP, Wells Fargo's special tax counsel, regarding the notes are also included.
  • 7This filing supports a Registration Statement on Form S-3 previously filed by Wells Fargo.

Frequently Asked Questions

The Medium-Term Notes, Series K, are debt instruments issued by Wells Fargo & Company with a maturity date of December 6, 2019. They are structured to be linked either to the performance of the Dow Jones Industrial AverageSM or to a Global ETF Basket, meaning their return may be dependent on the performance of these underlying indices or baskets.

Wells Fargo is filing this Form 8-K to officially report the issuance of these Medium-Term Notes, Series K, and to provide the necessary supporting documentation. This includes the actual forms of the notes and legal/tax opinions from external counsel, ensuring transparency and compliance with regulatory requirements for such financial instruments.

Faegre Baker Daniels LLP provided legal opinions regarding the Medium-Term Notes, Series K. Sullivan & Cromwell LLP, acting as Wells Fargo's special tax counsel, provided opinions specifically concerning the tax implications of these notes. Their opinions are included as exhibits to this filing.

The specific terms and conditions of the Medium-Term Notes, Series K, can be found within the exhibits attached to this Form 8-K filing. These exhibits include the 'Form of Medium-Term Notes, Series K' for both the Dow Jones Industrial AverageSM linked notes and the Global ETF Basket linked notes, as well as the legal and tax opinions.