8-KExhibits & Filings

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

Filed August 8, 2019For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company/MN (WFC) filed an 8-K on August 8, 2019, primarily to disclose the issuance of several series of Medium-Term Notes, Series A, by its subsidiary Wells Fargo Finance LLC. These notes are linked to various equity indices and ETFs, including the SPDR S&P 500 ETF Trust, Energy Select Sector SPDR Fund, a Domestic ETF Basket, the EURO STOXX 50 Index, the S&P 500 Index, and the iShares MSCI Emerging Markets ETF. The notes have maturity dates ranging from February 2022 to August 2024. Crucially for investors, these Medium-Term Notes are fully and unconditionally guaranteed by Wells Fargo & Company. This filing also includes the forms of these specific notes and a legal opinion from Faegre Baker Daniels LLP regarding the notes and the guarantee, as required in connection with a prior Form S-3 registration statement. The core takeaway is the disclosure of new debt instruments with specific underlying market exposures, backed by the parent company's guarantee.

Key Highlights

  • 1Wells Fargo Finance LLC issued six series of Medium-Term Notes, Series A.
  • 2The notes are linked to various equity indices and ETFs, including the S&P 500, energy sector ETFs, emerging markets ETFs, and European indices.
  • 3Maturity dates for the issued notes range from February 2022 to August 2024.
  • 4All issued notes are fully and unconditionally guaranteed by the parent company, Wells Fargo & Company.
  • 5The filing includes the specific forms of each note series as exhibits.
  • 6A legal opinion from Faegre Baker Daniels LLP concerning the notes and the guarantee is also filed.
  • 7This issuance is related to a previously filed Form S-3 registration statement.

Frequently Asked Questions

The primary purpose of this 8-K filing is to publicly disclose the issuance of several series of Medium-Term Notes, Series A, by Wells Fargo Finance LLC, and to file the related documentation, including the forms of the notes and a legal opinion, as required by SEC regulations and in connection with a prior registration statement.

The 'Principal at Risk Securities' are structured products where the return of principal is not guaranteed and is linked to the performance of the underlying ETF or index. If the underlying index or ETF performs poorly, investors could lose a significant portion, or all, of their principal investment. The specific risk profile would depend on the terms of each note series.

Yes, all the Medium-Term Notes, Series A, issued by Wells Fargo Finance LLC are fully and unconditionally guaranteed by Wells Fargo & Company, the parent entity. This guarantee means Wells Fargo & Company is obligated to make payments on the notes if Wells Fargo Finance LLC fails to do so.

The notes are linked to a variety of underlying assets, including broad U.S. equity indices like the S&P 500 (both directly and via ETF), specific sector ETFs such as the Energy Select Sector SPDR Fund, international equity indices like the EURO STOXX 50, and emerging market ETFs like the iShares MSCI Emerging Markets ETF.