8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Jun 3, 2014)

Filed June 3, 2014For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company filed a Current Report on Form 8-K on June 3, 2014, to provide a legal opinion related to the issuance of new debt. The filing specifically concerns a registration statement on Form S-3 and includes an opinion from Faegre Baker Daniels LLP regarding various "Notes" issued by the company. This debt issuance comprises $2.5 billion in Subordinated Medium-Term Notes, Series M, Fixed Rate Notes; $1.3 billion in Medium-Term Notes, Series L, Fixed Rate Notes; and $700 million in Medium-Term Notes, Series L, Floating Rate Notes. While the 8-K itself does not detail the financial implications or terms of these notes, its primary purpose is to make the legal opinion an exhibit, confirming the legality and validity of these debt instruments as required for a public offering.

Key Highlights

  • 1Wells Fargo issued $4.5 billion in new debt across three series of Medium-Term Notes on or around June 2, 2014.
  • 2The debt issuance includes Fixed Rate Notes (Series M and L) and Floating Rate Notes (Series L).
  • 3The largest portion of the issuance is $2.5 billion in Subordinated Medium-Term Notes, Series M, Fixed Rate Notes.
  • 4The filing is primarily to disclose a legal opinion from Faegre Baker Daniels LLP regarding the Notes.
  • 5This filing is related to a previously filed Registration Statement on Form S-3, indicating a public offering of these debt securities.
  • 6The 8-K does not provide specific details on interest rates, maturity dates, or covenants of the issued notes.

Frequently Asked Questions

The main purpose of this 8-K filing is to officially report and make public the legal opinion from Faegre Baker Daniels LLP concerning the issuance of $4.5 billion in various Medium-Term Notes by Wells Fargo & Company. This opinion is a required exhibit for the company's Registration Statement on Form S-3.

Wells Fargo issued a total of $4.5 billion in debt, broken down as follows: $2.5 billion in Subordinated Medium-Term Notes, Series M, Fixed Rate Notes; $1.3 billion in Medium-Term Notes, Series L, Fixed Rate Notes; and $700 million in Medium-Term Notes, Series L, Floating Rate Notes.

No, this specific 8-K filing does not provide detailed terms of the debt, such as interest rates, maturity dates, or specific covenants. Its primary function is to file the legal opinion from Faegre Baker Daniels LLP as an exhibit related to the debt issuance and a Form S-3 registration statement.

Subordinated means that these notes rank lower in priority of payment than other senior debt obligations of Wells Fargo. In the event of bankruptcy or liquidation, holders of subordinated debt would be paid only after all senior debt holders have been fully repaid.