8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Apr 6, 2015)

Filed April 6, 2015For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This Form 8-K filing by Wells Fargo & Company on April 6, 2015, primarily serves to disclose the issuance of new Medium-Term Notes, Series K. Specifically, two types of notes are detailed: one linked to the iShares® MSCI EAFE ETF maturing in April 2022, and another classified as Principal at Risk Securities linked to the iShares® Russell 2000 ETF maturing in April 2019. For investors, this filing is important as it provides information on new debt instruments offered by Wells Fargo. The inclusion of legal and tax opinions from Faegre Baker Daniels LLP and Davis Polk & Wardwell LLP, respectively, alongside the forms of the notes themselves, offers transparency regarding the terms and legal standing of these issuances. Investors considering these notes should review the specific details of the ETFs they are linked to and understand the "Principal at Risk" nature of one of the issuances.

Key Highlights

  • 1Wells Fargo & Company issued new Medium-Term Notes, Series K.
  • 2Two specific note issuances are detailed: one linked to iShares® MSCI EAFE ETF and another linked to iShares® Russell 2000 ETF.
  • 3The notes have maturities of April 6, 2022 (EAFE ETF) and April 5, 2019 (Russell 2000 ETF).
  • 4One series of notes is explicitly identified as 'Principal at Risk Securities'.
  • 5The filing includes the forms of these notes as exhibits.
  • 6Legal opinions from Faegre Baker Daniels LLP and tax opinions from Davis Polk & Wardwell LLP regarding the notes are filed.
  • 7These issuances are connected to a Registration Statement on Form S-3 (File No. 333-180728).

Frequently Asked Questions

Medium-Term Notes, Series K are debt instruments issued by Wells Fargo & Company with maturities generally between 5 and 30 years. This specific filing details two such issuances which are linked to the performance of specific Exchange Traded Funds (ETFs).

Principal at Risk Securities means that the investor's principal investment is not fully protected and could be lost, in whole or in part, depending on the performance of the underlying asset, which in this case is the iShares® Russell 2000 ETF. Investors in these securities are exposed to potential downside risk.

The details of these new notes can be found in the exhibits filed with this Form 8-K. Specifically, Exhibit 4.1 contains the form of the notes linked to the iShares® MSCI EAFE ETF, and Exhibit 4.2 contains the form of the Principal at Risk Securities linked to the iShares® Russell 2000 ETF.

The legal opinions from Faegre Baker Daniels LLP and tax opinions from Davis Polk & Wardwell LLP are provided to offer assurance on the legal structure and tax implications of these Note issuances. They are intended to provide comfort to investors regarding the offering.