What is the "Series P Preferred Stock"?

The Series P Preferred Stock is a newly created class of non-cumulative perpetual preferred stock authorized by Wells Fargo & Company. It carries a significant liquidation preference of $25,000 per share.

What are Depositary Shares and why did Wells Fargo issue them?

Depositary Shares are securities representing ownership of a fraction (in this case, 1/1,000th) of a share of a foreign or preferred stock. Wells Fargo issued Depositary Shares for its Series P Preferred Stock to make these high-value shares more accessible and liquid to a broader range of investors.

What is the significance of this preferred stock issuance for Wells Fargo?

This issuance indicates Wells Fargo's activity in strengthening its capital structure. Issuing preferred stock, especially with a substantial liquidation preference, can be a way for the company to raise capital, meet regulatory requirements, or enhance its financial flexibility without diluting common equity.

What does 'non-cumulative' mean for this preferred stock?

Non-cumulative means that if the company misses a dividend payment on the Series P Preferred Stock in any given period, that missed dividend is forfeited and will not accumulate to be paid at a later date. The company is only obligated to pay dividends when declared by its board of directors.

WELLS FARGO & COMPANY/MN 8-K: Corporate Changes

Summary

This Form 8-K filing by Wells Fargo & Company (WFC) on March 21, 2013, primarily announces the creation and subsequent sale of a new series of preferred stock. Specifically, the company filed a Certificate of Designation to establish "Non-Cumulative Perpetual Class A Preferred Stock, Series P," authorizing 26,400 shares with a significant liquidation preference of $25,000 per share. Following this designation, on March 22, 2013, Wells Fargo sold 25,000,000 Depositary Shares. Each Depositary Share represents a fractional interest (1/1,000th) in a share of the Series P Preferred Stock. This issuance is part of a broader capital-raising effort and the filing includes various exhibits related to the underwriting, the certificate of designation, the deposit agreement, and legal opinions.

Key Highlights

1Wells Fargo & Company designated a new series of preferred stock: "Non-Cumulative Perpetual Class A Preferred Stock, Series P".
2The Series P Preferred Stock has a substantial liquidation preference of $25,000 per share.
3The company authorized 26,400 shares of this Series P Preferred Stock.
4On March 22, 2013, Wells Fargo sold 25,000,000 Depositary Shares related to this preferred stock.
5Each Depositary Share represents a 1/1,000th interest in a share of the Series P Preferred Stock.
6The filing includes the Underwriting Agreement, Certificate of Designation, Deposit Agreement, and related legal opinions as exhibits.

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Mar 22, 2013)

Summary

Key Highlights

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