8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Mar 31, 2016)

Filed March 31, 2016For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company filed an 8-K on March 31, 2016, primarily to disclose the issuance of new Medium-Term Notes, Series K. These notes are structured into two types: Principal at Risk Securities linked to the iShares® iBoxx $ High Yield Corporate Bond ETF and standard Notes with a maturity date of March 31, 2031. The filing includes the forms of these notes and a legal opinion from Faegre Baker Daniels LLP. This filing is important for investors as it provides transparency into the company's capital-raising activities and the specific terms of new debt instruments being offered. The inclusion of a "Principal at Risk" security indicates a product where the return of principal is contingent on the performance of an underlying asset, specifically a high-yield corporate bond ETF, which carries inherent market risk. Investors should carefully review the terms of these notes, particularly the risk factors associated with the ETF-linked security.

Key Highlights

  • 1Wells Fargo & Company issued new Medium-Term Notes, Series K on March 30, 2016.
  • 2Two types of notes were issued: Principal at Risk Securities and standard Notes.
  • 3The Principal at Risk Securities are linked to the performance of the iShares® iBoxx $ High Yield Corporate Bond ETF.
  • 4The Principal at Risk Securities have a maturity date of April 1, 2019.
  • 5The standard Notes have a maturity date of March 31, 2031.
  • 6The filing includes the forms of these newly issued notes as exhibits.
  • 7A legal opinion from Faegre Baker Daniels LLP regarding the notes is also provided.

Frequently Asked Questions

The primary purpose of this 8-K filing is to officially report the issuance of new Medium-Term Notes, Series K, and to provide the necessary documentation, including the forms of the notes and a legal opinion, as required by regulatory bodies.

The main difference lies in their risk profile. The "Principal at Risk Securities" have their principal return linked to the performance of the iShares® iBoxx $ High Yield Corporate Bond ETF, meaning investors could lose principal if the ETF performs poorly. The "Notes due March 31, 2031" are standard debt instruments, presumably with a fixed or floating interest rate and a predetermined principal repayment at maturity, subject to Wells Fargo's credit risk.

The primary risk associated with these securities is market risk tied to the iShares® iBoxx $ High Yield Corporate Bond ETF. If the value of this ETF declines significantly, investors may not receive their full principal back at maturity. High-yield corporate bonds are generally considered to be of lower credit quality and are more sensitive to economic conditions and interest rate changes than investment-grade bonds.

The detailed terms and conditions of these Notes can be found within the exhibits filed with this 8-K. Specifically, Exhibit 4.1 contains the form of the Principal at Risk Securities, and Exhibit 4.2 contains the form of the Notes due March 31, 2031.