8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Jun 2, 2020)

Filed June 2, 2020For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company/MN (WFC) filed an 8-K on June 2, 2020, primarily to disclose the issuance of new debt and file related documentation. The company issued two series of Senior Redeemable Fixed-to-Floating Rate Notes under its Medium-Term Notes, Series U program. The first issuance is for $3.25 billion due in June 2028, and the second is for $2.75 billion due in June 2024, totaling $6.00 billion in new debt raised. These filings include the specific forms of the notes and a legal opinion from Faegre Drinker Biddle & Reath LLP, confirming the validity and terms of these debt issuances. This action reflects Wells Fargo's ongoing strategy to manage its capital structure and fund its operations through the debt markets. Investors should note the significant aggregate amount of debt issued and the fixed-to-floating rate nature, which may impact future interest expenses depending on market conditions.

Key Highlights

  • 1Wells Fargo issued $3.25 billion in Senior Redeemable Fixed-to-Floating Rate Notes due June 2, 2028.
  • 2Wells Fargo issued $2.75 billion in Senior Redeemable Fixed-to-Floating Rate Notes due June 2, 2024.
  • 3The total aggregate issuance amount for these Notes is $6.00 billion.
  • 4The Notes are part of the Medium-Term Notes, Series U program.
  • 5The filing includes the official forms of the issued Notes.
  • 6A legal opinion from Faegre Drinker Biddle & Reath LLP regarding the Notes is filed.
  • 7The Notes have a fixed-to-floating rate structure.

Frequently Asked Questions

The primary purpose of this 8-K filing is to formally disclose the issuance of new debt (Medium-Term Notes, Series U) by Wells Fargo and to provide the associated legal and contractual documentation, including the forms of the notes and a legal opinion.

Wells Fargo issued a total of $6.00 billion in new debt through two series of Senior Redeemable Fixed-to-Floating Rate Notes: $3.25 billion due in 2028 and $2.75 billion due in 2024.

Fixed-to-Floating Rate Notes initially pay a fixed interest rate for a period, after which the rate adjusts periodically based on a benchmark interest rate (like LIBOR or SOFR). This means the interest payments will become variable after the initial fixed period, exposing investors to potential changes in market interest rates.

While the filing doesn't state the specific use of proceeds, issuing debt is a common way for large financial institutions like Wells Fargo to manage their capital structure, fund operations, meet regulatory requirements, and finance lending activities.