8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (May 9, 2014)

Filed May 9, 2014For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company filed a Form 8-K on May 9, 2014, primarily to disclose the issuance of new debt securities: Medium-Term Notes, Series K, Notes Linked to the 10-Year Constant Maturity Swap Rate due May 9, 2021. This filing is a procedural step to register these notes with the SEC, accompanying a previously filed Registration Statement on Form S-3. The report includes the form of the notes themselves and legal opinions from external counsel regarding their issuance and tax implications.

Key Highlights

  • 1Disclosure of new debt issuance: Wells Fargo issued Medium-Term Notes, Series K, linked to the 10-Year Constant Maturity Swap Rate.
  • 2Maturity date of new debt: The notes are due on May 9, 2021.
  • 3Filing purpose: To provide the SEC with the necessary documentation for the new debt issuance, including the note form and legal opinions.
  • 4Related registration statement: The filing is associated with a prior Form S-3 registration statement (File No. 333-180728).
  • 5Inclusion of legal opinions: The report contains opinions from Faegre Baker Daniels LLP and Davis Polk & Wardwell LLP.
  • 6Tax counsel opinion: Davis Polk & Wardwell LLP provided a special tax counsel opinion on the notes.

Frequently Asked Questions

The main purpose of this Form 8-K filing is to formally disclose the issuance of new debt securities by Wells Fargo & Company, specifically the Medium-Term Notes, Series K, linked to the 10-Year Constant Maturity Swap Rate, and to file related documentation with the Securities and Exchange Commission.

The newly issued notes are designated as Medium-Term Notes, Series K, and their return is linked to the 10-Year Constant Maturity Swap Rate. They have a maturity date of May 9, 2021.

The filing includes legal opinions from Faegre Baker Daniels LLP regarding the notes, and a special tax counsel opinion from Davis Polk & Wardwell LLP concerning the tax implications of these notes.

No, this Form 8-K is primarily a procedural disclosure related to debt issuance. It does not contain information about financial distress or new strategic initiatives; it simply registers a new series of debt notes.