8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Jun 5, 2019)

Filed June 5, 2019For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This Wells Fargo & Company (WFC) 8-K filing from June 5, 2019, primarily serves to disclose information related to the issuance of Medium-Term Notes, Series A, by its subsidiary, Wells Fargo Finance LLC. These notes are structured as Principal at Risk Securities, with their performance linked to the lowest performing of the S&P 500® Index and the Russell 2000® Index, and are due on December 4, 2020. Importantly, Wells Fargo & Company provides a full and unconditional guarantee for these notes. Investors should note that this filing does not represent a new debt offering or a change in financial condition. Instead, it is an informational filing to provide the specific documentation for these notes, including the form of the note itself and a legal opinion from Faegre Baker Daniels LLP concerning the notes and the guarantee. The primary value for investors lies in understanding the existence and structure of this financial instrument and the guarantee provided by the parent company.

Key Highlights

  • 1Wells Fargo Finance LLC issued Medium-Term Notes, Series A, Principal at Risk Securities.
  • 2The Notes are linked to the performance of the S&P 500® Index and the Russell 2000® Index, specifically the lowest performing of the two.
  • 3The maturity date for these Notes is December 4, 2020.
  • 4Wells Fargo & Company provides a full and unconditional guarantee for the Notes.
  • 5This filing is an informational disclosure of the note documentation and related legal opinion, not a financial event.
  • 6The legal opinion regarding the Notes and Guarantee was provided by Faegre Baker Daniels LLP.
  • 7The filing includes the form of the note, the legal opinion, and consent of legal counsel as exhibits.

Frequently Asked Questions

The main purpose of this filing is to disclose the documentation related to a specific issuance of Medium-Term Notes, Series A, by Wells Fargo Finance LLC. It provides the form of the note and a legal opinion, as required by regulations for such instruments.

While these are notes issued by a subsidiary, the filing itself is primarily an informational disclosure of the note's structure and legal framework. It does not indicate a new debt offering or a change in the overall financial condition of Wells Fargo & Company beyond the standard disclosure of a specific financial product.

As 'Principal at Risk Securities,' the principal amount repaid at maturity is linked to the performance of the underlying indices. If the lowest performing index performs poorly, investors may receive less than their principal amount back. The guarantee from Wells Fargo & Company provides recourse, but the exact terms of the principal protection would be detailed in the full note offering documents, not this 8-K.

Wells Fargo & Company provides a full and unconditional guarantee for these Medium-Term Notes, Series A.