Summary
Wells Fargo & Company/MN (WFC) filed an 8-K on June 15, 2016, to report on the creation and sale of a new series of preferred stock. The company filed a Certificate of Designation on June 14, 2016, establishing 'Non-Cumulative Perpetual Class A Preferred Stock, Series X'. This series is authorized to have 46,000 shares with a liquidation preference of $25,000 per share. Following this designation, on June 15, 2016, Wells Fargo sold 46,000,000 Depositary Shares. Each Depositary Share represents a 1/1,000th interest in a share of the Series X Preferred Stock. This issuance is part of a broader capital raising effort, detailed in exhibits including the Underwriting Agreement and Deposit Agreement.
Key Highlights
- 1Wells Fargo designated a new series of preferred stock: 'Non-Cumulative Perpetual Class A Preferred Stock, Series X'.
- 246,000 shares of Series X Preferred Stock were authorized, each with a liquidation preference of $25,000.
- 3The company sold 46,000,000 Depositary Shares, each representing a 1/1,000th interest in the Series X Preferred Stock.
- 4The issuance is structured through a Deposit Agreement with Wells Fargo Bank, N.A. as the depositary.
- 5The filing includes exhibits such as the Underwriting Agreement, Certificate of Designation, Deposit Agreement, and legal opinions.
- 6The Series X Preferred Stock is non-cumulative and perpetual, indicating a long-term capital instrument.
- 7This action is a significant event related to the company's capital structure and funding.
Frequently Asked Questions
The primary purpose of this 8-K filing is to report the creation and subsequent sale of a new series of preferred stock by Wells Fargo, specifically the 'Non-Cumulative Perpetual Class A Preferred Stock, Series X', and the related Depositary Shares.
Depositary Shares are instruments that represent a fractional interest in a share of preferred stock. In this case, each Depositary Share represents a 1/1,000th interest in one share of Wells Fargo's Series X Preferred Stock. They are typically used to make investing in preferred stock more accessible and liquid for a wider range of investors.
The Series X Preferred Stock has a liquidation preference of $25,000 per share. It is also described as 'Non-Cumulative' and 'Perpetual', meaning that dividends are not guaranteed to be paid if declared and are not carried forward if missed, and the stock has no maturity date.
The 8-K filing does not explicitly state the total capital raised. However, it indicates the sale of 46,000,000 Depositary Shares, each representing 1/1,000th of a Series X Preferred Share with a $25,000 liquidation preference. Investors would need to refer to the Underwriting Agreement or subsequent financial reports for the exact offering price and total proceeds.