8-KOther EventsExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (May 20, 2021)

Filed May 20, 2021For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) announced the upcoming liquidation of two trust entities: Central Fidelity Capital Trust I and Wachovia Capital Trust II. This action is scheduled to occur on June 21, 2021. The liquidation involves the cancellation of various trust securities, including Capital Securities and Common Securities. These securities will be exchanged for corresponding Debentures issued by Wells Fargo & Company, as successor to Central Fidelity Banks, Inc. and Wachovia Corporation, respectively. This event represents a restructuring of certain past securitization structures. For investors holding the Capital Securities, the exchange will be on a par basis ($1,000 of Capital Securities for $1,000 principal amount of Debentures). Any Debentures that would otherwise be distributed to Wells Fargo & Company as the holder of Common Securities will be extinguished, which could simplify the company's capital structure and reduce future obligations related to these specific trusts.

Key Highlights

  • 1Wells Fargo is liquidating Central Fidelity Capital Trust I and Wachovia Capital Trust II on June 21, 2021.
  • 2This action involves the cancellation of Capital Securities and Common Securities issued by these trusts.
  • 3Holders of Capital Securities will receive an equal principal amount of Wells Fargo Debentures in exchange.
  • 4Wells Fargo, as the holder of Common Securities, will have its distributed principal amount of Debentures extinguished.
  • 5The company is acting as successor to Central Fidelity Banks, Inc. and Wachovia Corporation for the issued Debentures.
  • 6This event is part of a broader effort to manage and potentially simplify the company's outstanding debt and capital structure.
  • 7A press release detailing these events is filed as Exhibit 99.1 to the 8-K.

Frequently Asked Questions

The main purpose is to announce Wells Fargo's plan to liquidate two specific trust entities, Central Fidelity Capital Trust I and Wachovia Capital Trust II, on June 21, 2021, and to detail the exchange process for the securities issued by these trusts.

If you hold either Central Fidelity Capital Securities or Wachovia Capital Securities, they will be canceled on the Liquidation Date (June 21, 2021). In exchange, you will receive an equivalent principal amount of the corresponding Floating Rate Junior Subordinated Debt Securities (Debentures) issued by Wells Fargo & Company.

The Debentures are Floating Rate Junior Subordinated Debt Securities issued by Wells Fargo & Company as the successor to Central Fidelity Banks, Inc. and Wachovia Corporation. Specifically, Central Fidelity Debentures are due April 15, 2027, and Wachovia Debentures are due January 15, 2027. These are being distributed in exchange for the trust securities.

Yes, this liquidation is expected to simplify Wells Fargo's capital structure by extinguishing the portion of the Debentures that would have been distributed to the company itself (as holder of Common Securities). This will reduce future obligations associated with these specific trusts.