Filed Pursuant to Rule 433
Registration No. 333-202840
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Wells Fargo & Company
Market Linked Securities
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Market
Linked Securities Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the iShares
®
MSCI
EAFE ETF due August 4, 2022
Term Sheet to Preliminary Pricing Supplement No. 895 dated July 6, 2017
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Summary of terms
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Issuer
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Wells Fargo & Company
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Term
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5 years
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Market Measure
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iShares
®
MSCI EAFE ETF (the Fund)
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Pricing Date
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July 28, 2017*
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Issue Date
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August 4, 2017*
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Original Offering
Price
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$1,000 per security (100% of par)
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Redemption
Amount at
Maturity
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See How the redemption amount is calculated on page 3
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Stated Maturity
Date
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August 4, 2022*
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Starting Price
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The fund closing price of the Fund on the pricing date
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Ending Price
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The fund closing price of the Fund on the calculation day
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Threshold Price
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70% of the starting price
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Participation
Rate
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[135% to 145%], to be determined on the pricing date
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Calculation Day
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July 28, 2022*
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Calculation
Agent
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Wells Fargo Securities, LLC, an affiliate of the issuer
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Denominations
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$1,000 and any integral multiple of $1,000
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Agent Discount
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2.62%; dealers, including those using the trade name Wells Fargo Advisors (WFA), may receive a selling concession of up to 2.50% and WFA will receive a distribution
expense fee of 0.12%
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CUSIP
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94986R7F2
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Investment description
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Linked to the iShares
®
MSCI EAFE ETF
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Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a payment at maturity that may be greater than, equal to or less
than the original offering price of the securities, depending on the performance of the Fund from its starting price to its ending price.
The payment at maturity will reflect the following terms:
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o
If the value of the Fund increases:
You will receive the original offering price plus 135% to 145% (to be determined on the pricing date) participation in the
upside performance of the Fund
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If the value
of the Fund decreases but the decrease is not more than 30%:
You will be repaid the original offering price
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If the value of the Fund decreases by more than
30%:
You will have full downside exposure to the decrease in the value of the Fund from the starting price, and you will lose
more than 30%, and possibly all, of the original offering price of your securities
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Investors may lose some, or all, of the original offering price
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All payments on the securities are subject to the credit risk of Wells Fargo & Company, and you will have no ability to pursue the shares of the Fund or any securities held by the Fund for payment; if Wells
Fargo & Company defaults on its obligations, you could lose some or all of your investment
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No periodic interest payments or dividends
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No exchange listing; designed to be held to maturity
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*To the extent that the issuer makes any change to the expected pricing date or expected issue date, the calculation day
and stated maturity date may also be changed in the issuers discretion to ensure that the term of the securities remains the same.
On the
date of the accompanying preliminary pricing supplement, the estimated value of the securities is approximately $936.32 per security. While the estimated value of the securities on the pricing date may differ from the estimated value set forth
above, the issuer does not expect it to differ significantly absent a material change in market conditions or other relevant factors. In no event will the estimated value of the securities on the pricing date be less than $921.00 per security. The
estimated value of the securities was determined for the issuer by Wells Fargo Securities, LLC using its proprietary pricing models. It is not an indication of actual profit to the issuer or to Wells Fargo Securities, LLC or any of the issuers
other affiliates, nor is it an indication of the price, if any, at which Wells Fargo Securities, LLC or any other person may be willing to buy the securities from you at any time after issuance. See Investment Description in the
accompanying preliminary pricing supplement.
The securities have complex features and investing in the securities involves risks not associated
with an investment in conventional debt securities. See Selected Risk Considerations in this term sheet, Selected Risk Considerations in the accompanying preliminary pricing supplement and Risk Factors in the
accompanying product supplement.
This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
Investors should carefully review the accompanying preliminary pricing supplement, product supplement, market measure supplement,
prospectus supplement and prospectus before making a decision to invest in the securities.
NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY
THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY
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Hypothetical payout profile
The profile to the right is based on a hypothetical participation rate of 140%
(the midpoint of the specified range for the participation rate) and a threshold price equal to 70% of the starting price.
This graph has been prepared for purposes of illustration only. Your actual return will depend on the actual ending price, the actual participation
rate, and whether you hold your securities to maturity.
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Hypothetical returns
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Hypothetical
ending price
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Hypothetical
percentage change
from the hypothetical
starting price to the
hypothetical ending
price
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Hypothetical
redemption
amount payable
at stated
maturity per
security
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Hypothetical
pre-tax total
rate of
return
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Hypothetical
pre-tax
annualized
rate of
return
(1)
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$115.17
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75.00%
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$2,050.00
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105.00%
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14.88%
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$98.72
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50.00%
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$1,700.00
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70.00%
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10.89%
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$92.13
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40.00%
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$1,560.00
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56.00%
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9.09%
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$85.55
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30.00%
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$1,420.00
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42.00%
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7.13%
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$78.97
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20.00%
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$1,280.00
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28.00%
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5.00%
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$72.39
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10.00%
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$1,140.00
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14.00%
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2.64%
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$69.10
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5.00%
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$1,070.00
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7.00%
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1.36%
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$65.81
(2)
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0.00%
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$1,000.00
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0.00%
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0.00%
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$59.23
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-10.00%
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$1,000.00
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0.00%
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0.00%
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$55.94
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-15.00%
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$1,000.00
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0.00%
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0.00%
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$52.65
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-20.00%
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$1,000.00
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0.00%
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0.00%
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$46.067
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-30.00%
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$1,000.00
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0.00%
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0.00%
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$45.41
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-31.00%
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$690.00
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-31.00%
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-7.28%
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$32.91
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-50.00%
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$500.00
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-50.00%
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-13.39%
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$16.45
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-75.00%
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$250.00
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-75.00%
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-25.88%
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Assumes a hypothetical participation rate of 140% (the midpoint of the specified range of the participation rate).
Each security has an original offering price of $1,000.
(1)
The annualized rates of
return are calculated on a semi-annual bond equivalent basis with compounding.
(2)
The hypothetical starting price. The actual starting price will be determined on the pricing date.
The above figures are for purposes of
illustration only and may have been rounded for ease of analysis. The actual amount you receive at stated maturity and the resulting pre-tax rate of return will depend on the actual starting price, ending price and participation rate.
2
How the redemption amount is calculated
The redemption amount payable at maturity will be determined as follows:
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If the ending price is greater than the starting price, the redemption amount will be equal to $1,000
plus
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$1,000
×
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ending pricestarting price
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×
participation rate
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starting price
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If the ending price is less than or equal to the starting price, but greater than or equal to the threshold price, the redemption amount will be equal to $1,000
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If the ending price is less than the threshold price, the redemption amount will be equal to $1,000
minus
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$1,000
×
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starting price ending price
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starting price
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If the ending price is less than the threshold price, you will lose more than 30%, and possibly all, of the original
offering price of your securities at maturity.
iShares
®
MSCI EAFE ETF
daily closing prices*
*The graph above sets forth the daily closing prices of the Fund for the period from January 1, 2007 to
June 28, 2017. The closing price on June 28, 2017 was $65.81. The historical performance of the Fund is not an indication of the future performance of the Fund during the term of the securities.
Selected risk considerations
The
risks set forth below are discussed in detail in the Selected Risk Considerations section in the accompanying preliminary pricing supplement and the Risk Factors section in the accompanying product supplement. Please review
those risk disclosures carefully.
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If The Ending Price Is Less Than The Threshold Price, You Will Lose More Than 30%, And Possibly All, Of The Original Offering Price Of Your Securities At Stated Maturity.
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No Periodic Interest Will Be Paid On The Securities.
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The Securities Are Subject To The Credit Risk Of Wells Fargo.
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The Estimated Value Of The Securities On The Pricing Date, Based On Wells Fargo Securities, LLCs Proprietary Pricing Models, Will Be Less Than The Original Offering Price.
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The Estimated Value Of The Securities Is Determined By The Issuers Affiliates Pricing Models, Which May Differ From Those Of Other Dealers.
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The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which Wells Fargo Securities, LLC Or Any Other Person May Be Willing To Buy The Securities From You In The Secondary Market.
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The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
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The Securities Will Not Be Listed On Any Securities Exchange And The Issuer Does Not Expect A Trading Market For The Securities To Develop.
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3
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The Amount You Receive On The Securities Will Depend Upon The Performance Of The Fund And Therefore The Securities Are Subject To The Following Risks, As Discussed In More Detail In The Product Supplement:
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Your Return On The Securities Could Be Less Than If You Owned The Shares Of The Fund.
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Historical Prices Of The Fund Or The Securities Included In The Fund Should Not Be Taken As An Indication Of The Future Performance Of The Fund During The Term Of The Securities.
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Changes That Affect The Fund Or The Underlying Index May Adversely Affect The Value Of The Securities And The Amount You Will Receive At Stated Maturity.
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The Issuer Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In The Fund Or The Underlying Index.
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The Issuer And Its Affiliates Have No Affiliation With The Sponsor Of The Fund Or The Sponsor Of The Underlying Index And Have Not Independently Verified Their Public Disclosure Of Information.
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An Investment Linked To The Shares Of The Fund Is Different From An Investment Linked To The Underlying Index.
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You Will Not Have Any Shareholder Rights With Respect To The Shares Of The Fund.
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Anti-dilution Adjustments Relating To The Shares Of The Fund Do Not Address Every Event That Could Affect Such Shares.
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An Investment In The Securities Is Subject To Risks Associated With Foreign Securities Markets.
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Exchange Rate Movements May Impact The Value Of The Securities.
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The Stated Maturity Date May Be Postponed If The Calculation Day Is Postponed.
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The Issuers Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.
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The calculation agent is the Issuers affiliate and may be required to make discretionary judgments that affect the return you receive on the securities.
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The estimated value of the securities was calculated by the Issuers affiliate and is therefore not an independent third-party valuation.
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Research reports by the Issuers affiliates or any participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the price of the Fund.
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Business activities of the Issuers affiliates or any participating dealer or its affiliates with the companies whose securities are included in the Fund may adversely affect the price of the Fund.
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Hedging activities by the Issuers affiliates or any participating dealer or its affiliates may adversely affect the price of the Fund.
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Trading activities by the Issuers affiliates or any participating dealer or its affiliates may adversely affect the price of the Fund.
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A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or distribution expense fee, creating a further incentive for
the participating dealer to sell the securities to you.
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The U.S. Federal Tax Consequences Of An Investment In The Securities Are Unclear.
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Not
suitable for all investors
Investment suitability must be determined individually for each investor. The securities
described herein are not a suitable investment for all investors. In particular, no investor should purchase the securities unless they understand and are able to bear the associated market, liquidity and yield risks. Unless market conditions and
other relevant factors change significantly in your favor, a sale of the securities prior to maturity is likely to result in sale proceeds that are substantially less than the original offering price per security. Wells Fargo Securities, LLC and its
affiliates are not obligated to purchase the securities from you at any time prior to maturity.
The issuer has filed a registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more
complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to
send you the prospectus if you request it by calling your financial advisor or by calling Wells Fargo Securities at 866-346-7732.
Not a research report
This material was prepared by Wells Fargo Securities, LLC, a registered broker-dealer and separate non-bank affiliate of Wells Fargo &
Company. This material is not a product of Wells Fargo & Company or Wells Fargo Securities, LLC research departments.
Consult
your tax advisor
Investors should review carefully the accompanying preliminary pricing supplement, product supplement, market measure
supplement, prospectus supplement and prospectus and consult their tax advisors regarding the application of the U.S. federal tax laws to their particular circumstances, as well as any tax consequences arising under the laws of any state, local or
non-U.S. jurisdiction.
iShares
®
is a registered mark of BlackRock Institutional
Trust Company, N.A. (BTC). The securities are not sponsored, endorsed, sold or promoted by BTC, its affiliate, BlackRock Fund Advisors (BFA) or iShares, Inc. None of BTC, BFA or iShares, Inc. makes any representations or
warranties to the holders of the securities or any member of the public regarding the advisability of investing in the securities. None of BTC, BFA or iShares, Inc. will have any obligation or liability in connection with the registration,
operation, marketing, trading or sale of the securities or in connection with Wells Fargo & Companys use of information about the iShares
®
MSCI EAFE ETF.
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC,
separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.
4
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