8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Jul 3, 2013)

Filed July 3, 2013For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) filed a Form 8-K on July 3, 2013, to report on the issuance of new financial instruments. Specifically, the company announced the issuance of Medium-Term Notes, Series K, which are 8% Equity Linked Securities due June 20, 2014. These notes are linked to the common stock of Lennar Corporation, indicating a structured product with a return tied to the performance of Lennar's stock. The primary purpose of this filing is to provide the necessary documentation for investors, including the form of the note itself, legal opinions from Faegre Baker Daniels LLP regarding the notes, and tax opinions from Sullivan & Cromwell LLP, Wells Fargo's special tax counsel. This filing is related to a Registration Statement on Form S-3 previously filed by Wells Fargo.

Key Highlights

  • 1Wells Fargo issued new Medium-Term Notes, Series K, with a maturity date of June 20, 2014.
  • 2These notes carry an 8% interest rate and are described as 'Equity Linked Securities'.
  • 3The performance of these notes is directly linked to the common stock of Lennar Corporation.
  • 4The filing includes the official form of the note, providing details on its structure and terms.
  • 5Legal opinions from Faegre Baker Daniels LLP and tax opinions from Sullivan & Cromwell LLP are provided, offering due diligence for potential investors.
  • 6This issuance is part of a broader registration process under Form S-3.
  • 7The event date reported is July 2, 2013, with the filing date of July 3, 2013.

Frequently Asked Questions

Wells Fargo issued Medium-Term Notes, Series K, due June 20, 2014, with an 8% coupon. These notes are 'Equity Linked Securities,' meaning their payout or value is tied to the performance of Lennar Corporation's common stock.

This 8-K is filed to disclose the issuance of these specific notes and to provide the accompanying documentation required for such offerings. This includes the form of the note, legal opinions, and tax opinions from external counsel.

The primary risk for investors in these notes is that their return is linked to the performance of Lennar Corporation's common stock. If Lennar's stock performs poorly, the value or payout of these notes may be negatively impacted, potentially leading to a loss of principal, depending on the specific terms outlined in the note form.

More detailed information can be found in the exhibits filed with this Form 8-K. Specifically, Exhibit 4.1 contains the 'Form of Medium-Term Notes, Series K, 8% Equity Linked Securities due June 20, 2014, Linked to the Common Stock of Lennar Corporation.' Legal and tax opinions are also provided in other exhibits.