Wells Fargo & Company (NYSE: WFC) today announced the
commencement of a cash tender offer (the “Offer”) by Wells Fargo
Securities, LLC (“Wells Fargo Securities”), an indirect
wholly-owned subsidiary of Wells Fargo & Company, to purchase
any and all of the securities of Wells Fargo & Company listed
in the table below (the “Securities”).
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Facade of a Wells Fargo bank branch in
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Title of Securities
CUSIP Number
Principal Amount
Outstanding
Fixed Spread (Basis
Points)
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Hypothetical Tender Offer
Consideration (1)(2)
3.45% Subordinated Notes due
February 13, 2023
94974BFJ4
$2,000,000,000
+16 bps
1.375% U.S. Treasury Notes due
February 15, 2023
FIT4
$1,028.33
(1)
Per $1,000 principal amount of Securities validly tendered (and not
validly withdrawn) at or prior to the Expiration Date (as defined
below).
(2)
The Hypothetical Tender Offer Consideration for the Securities
excludes Accrued Interest (as defined below) and is based on the
Reference Yield (as defined in the Offer to Purchase) of the U.S.
Treasury Reference Security (as set forth in the table above) as of
5:00 p.m., New York City time, on Jan. 14, 2022 and an Initial
Settlement Date (as defined below) of Jan. 25, 2022. The actual
Reference Yield of the U.S. Reference Treasury Security will be
determined by the Offeror as described in the Offer to Purchase.
The consideration offered per $1,000 principal amount of
Securities validly tendered and accepted for purchase pursuant to
the Offer shall be the tender offer consideration (the “Tender
Offer Consideration”) determined in the manner described in the
Offer to Purchase (as defined below) by reference to the fixed
spread for the Securities, plus the yield to maturity based on the
bid-side price of the U.S. Treasury Reference Security, as quoted
on the Bloomberg Reference Page, at 2:00 p.m., New York City time,
on Jan. 24, 2022. In addition, holders whose Securities are
purchased in the Offer will receive accrued and unpaid interest in
respect of their purchased Securities from the last interest
payment date for the Securities to, but not including, the Initial
Settlement Date (as defined below) for the Securities (“Accrued
Interest”), payable on the Initial Settlement Date or the
Guaranteed Delivery Settlement Date (as defined below), as
applicable.
The Offer is being made pursuant to the Offer to Purchase dated
today (the “Offer to Purchase”), which contains detailed
information regarding the terms of the Offer. The Offer is set to
expire at 5:00 p.m., New York City time, on Jan. 24, 2022, unless
extended or earlier terminated (the “Expiration Date”). Upon the
terms and subject to the conditions of the Offer, the settlement
date is expected to be Jan. 25, 2022, or promptly thereafter (the
“Initial Settlement Date”).
Securities may be tendered pursuant to the guaranteed delivery
procedures described in the Offer to Purchase. Upon the terms and
subject to the conditions of the Offer, the settlement date for
tenders pursuant to a related Notice of Guaranteed Delivery is
expected to be Jan. 27, 2022, or promptly thereafter (the
“Guaranteed Delivery Settlement Date”). The Accrued Interest
payable on the Guaranteed Delivery Settlement Date will not include
any interest for the period on or after the Initial Settlement
Date.
Tenders of Securities pursuant to the Offer may be validly
withdrawn at any time before the Expiration Date. Securities
subject to the Offer may also be validly withdrawn at any time
after the 60th business day after commencement of the Offer if for
any reason the Offer has not been consummated within 60 business
days after commencement.
The Offer is conditioned upon the satisfaction of certain
customary conditions described in the Offer to Purchase. The Offer
is not conditioned upon the tender of any minimum principal amount
of Securities. Subject to applicable law, Wells Fargo Securities
may, in its sole discretion, waive any condition applicable to the
Offer. Wells Fargo Securities may extend, terminate, withdraw, or
otherwise amend the Offer in any respect.
Under certain conditions and as more fully described in the
Offer to Purchase, Wells Fargo Securities may terminate the Offer
before the Expiration Date.
The Offer is open to all registered holders of Securities. A
beneficial owner of Securities that are held of record by a broker,
dealer, commercial bank, trust company, or other nominee (each, a
“Custodian”) must instruct such Custodian to tender such Securities
on the beneficial owner’s behalf in a timely manner. Beneficial
owners should be aware that a Custodian may establish its own
earlier deadline for participation in an Offer.
D.F. King & Co., Inc. is serving as the tender agent and
information agent. Requests for documents may be directed to D. F.
King & Co., Inc. by telephone at 212-269-5550 (banks and
brokers) or 1-800-967-4607 or e-mail at wfc@dfking.com. Questions
regarding the Offer may be directed to Wells Fargo Securities at
704-410-4759 or collect at 1-866-309-6316 or e-mail at
liabilitymanagement@wellsfargo.com.
Copies of the Offer to Purchase and related Notice of Guaranteed
Delivery are available at the following web address:
www.dfking.com/wfc.
This press release is for informational purposes only and does
not constitute an offer to purchase or the solicitation of an offer
to sell any securities. The Offer is being made only pursuant to
the Offer to Purchase and related Notice of Guaranteed Delivery.
The Offer is not being made to holders of Securities in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky, or other laws of such
jurisdiction. None of Wells Fargo Securities, Wells Fargo &
Company, the Tender Agent, the Information Agent, the trustee, the
paying agent or any of their respective affiliates or boards of
directors makes any recommendation in connection with the Offer.
Please refer to the Offer to Purchase for a description of terms,
conditions, disclaimers, and other information applicable to the
Offer.
About Wells Fargo
Wells Fargo & Company (NYSE: WFC) is a leading financial
services company that has approximately $1.9 trillion in assets,
proudly serves one in three U.S. households and more than 10% of
small businesses in the U.S., and is the leading middle market
banking provider in the U.S. We provide a diversified set of
banking, investment and mortgage products and services, as well as
consumer and commercial finance, through our four reportable
operating segments: Consumer Banking and Lending, Commercial
Banking, Corporate and Investment Banking, and Wealth &
Investment Management. Wells Fargo ranked No. 37 on Fortune’s 2021
rankings of America’s largest corporations. In the communities we
serve, the company focuses its social impact on building a
sustainable, inclusive future for all by supporting housing
affordability, small business growth, financial health, and a
low-carbon economy. News, insights, and perspectives from Wells
Fargo are also available at Wells Fargo Stories.
Additional information may be found at www.wellsfargo.com |
Twitter: @WellsFargo.
News Release Category: WF-CF
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220117005509/en/
Media Beth Richek, 704-374-2545
Beth.Richek@wellsfargo.com
Investor Relations Tanya Quinn, 415-396-7495
tanya.quinn@wellsfargo.com
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