Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
May 16 2017 - 10:37AM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(2)
File No. 333-216234
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Title of Each Class of Securities
Offered
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Amount to be
Registered
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Maximum Offering
Price Per Security
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Maximum Aggregate
Offering
Price
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Amount of
Registration
Fee
(1)
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Medium-Term Notes, Series Q,
Fixed-to-Floating Rate Notes
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$3,000,000,000
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100.00%
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$3,000,000,000
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$347,700
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(1)
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The total registration fee of $347,700 is calculated in accordance with Rule 457(r) of the Securities Act
of 1933 (the Securities Act) and will be paid by wire transfer within the time required by Rule 456(b) of the Securities Act.
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Pricing Supplement No. 1 dated May 15, 2017
(to Prospectus Supplement dated April 7, 2017
and Prospectus dated February 24, 2017)
WELLS FARGO & COMPANY
Medium-Term Notes, Series Q
Fixed-to-Floating Rate Notes
You should read the more detailed description of the notes provided under Description of Notes in the accompanying
prospectus supplement and Description of Debt Securities in the accompanying prospectus, as supplemented by this pricing supplement. All payments on the notes are subject to the credit risk of Wells Fargo & Company. If Wells
Fargo & Company defaults on its obligations, you could lose some or all of your investment.
Aggregate Principal Amount
Offered:
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$3,000,000,000
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Original Issue Date (T+5):
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May 22, 2017
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Stated Maturity Date:
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May 22, 2028; on the stated maturity date, the holders of the notes will be entitled to receive a cash payment in U.S. dollars
equal to 100% of the principal amount of the notes plus any accrued and unpaid interest
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Price to Public (Issue Price):
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100.00%, plus accrued interest, if any, from May 22, 2017
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Agent Discount
(Gross Spread):
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0.45%
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All-In Price (Net of
Agent Discount):
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99.55%, plus accrued interest, if any, from May 22, 2017
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Net Proceeds:
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$2,986,500,000
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Interest Rate:
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The notes will bear interest at a fixed rate from May 22, 2017 to, but excluding, May 22, 2027 and, if not redeemed on the
Redemption Date, at a floating rate from, and including, May 22, 2027 to, but excluding, maturity.
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Fixed Rate
Terms
Fixed Rate Period:
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May 22, 2017 to, but excluding, May 22, 2027. See Description of Debt SecuritiesInterest and Principal
Payments and Fixed Rate Debt Securities in the accompanying prospectus for additional information.
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Interest Payment Dates:
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Each May 22 and November 22, commencing November 22, 2017 and ending May 22, 2027.
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Benchmark:
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UST 2.375% due May 15, 2027
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Spread to Benchmark:
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+
125 basis points
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Floating Rate Terms
Floating Rate Period:
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If the notes have not been redeemed on the Redemption Date, from, and including, May 22, 2027 to, but excluding, maturity. See
Description of Debt SecuritiesInterest and Principal Payments and Floating Rate Debt Securities in the accompanying prospectus for additional information.
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Benchmark:
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Three-month LIBOR
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Spread:
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+131 basis points
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Designated LIBOR Page:
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Page LIBOR01 as displayed on Reuters or any successor service (or such other page as may replace Page LIBOR01 on that service or
successor service)
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Index Maturity:
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Three months
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Interest Reset Periods:
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Quarterly
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Interest Reset Dates:
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Each February 22, May 22, August 22 and November 22, commencing May 22, 2027 and ending February 22, 2028.
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Interest Payment Dates:
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Each February 22, May 22, August 22 and November 22, commencing August 22, 2027, and at maturity.
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Initial Interest Rate:
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Three-month LIBOR plus 1.31%, determined two London banking days prior to May 22, 2027.
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Redemption:
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At its option, Wells Fargo & Company may redeem the notes on May 22, 2027 (the
Redemption Date
), in
whole, but not in part, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. Any redemption may be subject to prior regulatory
approval and will be effected as described under Description of Debt SecuritiesRedemption and
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2
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RepaymentOptional Redemption By Us in the accompanying prospectus.
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Risk Factors:
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See Risk Factors in the accompanying prospectus.
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Principal Amount
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Agent (Sole Bookrunner):
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Wells Fargo Securities, LLC
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$2,790,000,000
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Agent (Co-Manager):
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BB Securities Ltd.
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30,000,000
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BB&T Capital Markets,
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30,000,000
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a division of BB&T Securities, LLC
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Citigroup Global Markets Inc.
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30,000,000
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Desjardins Securities Inc.
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30,000,000
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The Huntington Investment Company
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30,000,000
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Agents (Junior Co-Managers):
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CastleOak Securities, L.P.
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15,000,000
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Drexel Hamilton, LLC
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15,000,000
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Multi-Bank Securities, Inc.
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15,000,000
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The Williams Capital Group, L.P.
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15,000,000
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Total:
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$3,000,000,000
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Plan of Distribution:
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On May 15, 2017, Wells Fargo & Company agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a
purchase price of 99.55%, plus accrued interest, if any, from May 22, 2017. The purchase price equals the issue price of 100.00% less a discount of 0.45% of the principal amount of the notes.
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Neither BB Securities Ltd. nor Desjardins Securities Inc. is a U.S. registered broker-dealer, and, therefore,
neither agent will affect any offers or sales of any notes in the United States or will do so only through one or more registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.
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United States Federal
Income Tax Considerations:
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In the opinion of Faegre Baker Daniels LLP, the notes should be considered variable rate debt securities that provide for stated
interest at a fixed rate in addition to a qualified floating rate. See United States Federal Income Tax ConsiderationsU.S. Federal Income Taxation of U.S. HoldersDebt SecuritiesVariable Rate Debt Securities in the
accompanying prospectus. Notwithstanding that the notes will be issued at par, under rules governing debt securities with a fixed rate in addition to a qualified floating rate, it is possible that the notes could be issued with OID. Whether the
notes are issued with OID will be determined at the time of issue. Information regarding the determination of the amount of OID, if any, on the notes may be obtained by submitting a written request to Wells Fargo & Company, Treasury Funding
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3
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Desk, N9310-060, 550 South Fourth Street, Minneapolis, MN 55415-1529.
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Additional tax considerations are discussed under United States Federal Income Tax Considerations
in the accompanying prospectus.
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4
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