Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
April 24 2015 - 10:56AM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(2)
File No. 333-195697
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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 N,
Fixed Rate Notes |
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$2,000,000,000 |
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99.666% |
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$1,993,320,000 |
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$231,623.78 |
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| (1) |
The total registration fee of $231,623.78 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. |
Pricing Supplement No. 11 dated April 23, 2015
(to Prospectus Supplement dated May 30, 2014
and Prospectus dated May 5, 2014)
WELLS FARGO & COMPANY
Medium-Term Notes, Series N
Fixed Rate Notes
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| Aggregate Principal Amount
Offered: |
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$2,000,000,000 |
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| Trade Date: |
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April 23, 2015 |
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| Original Issue Date (T+5): |
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April 30, 2015 |
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| Stated Maturity Date: |
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May 1, 2045; 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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| Interest Rate: |
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3.90% |
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| Interest Payment Dates: |
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Each May 1 and November 1, commencing November 1, 2015, and at maturity |
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| Price to Public (Issue Price): |
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99.666%, plus accrued interest, if any, from April 30, 2015 |
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| Agent Discount (Gross Spread): |
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0.875% |
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| All-in Price (Net of Agent Discount): |
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98.791%, plus accrued interest, if any, from April 30, 2015 |
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| Net Proceeds: |
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$1,975,820,000 |
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| Benchmark: |
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UST 3.0% due November 15, 2044 |
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| Benchmark Yield: |
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2.619% |
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| Spread to Benchmark: |
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+130 basis points |
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| Re-Offer Yield: |
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3.919% |
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| Redemption: |
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The notes are not redeemable at the option of Wells Fargo & Company |
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| Listing: |
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None |
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Principal Amount |
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| Agent (Sole Bookrunner): |
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Wells Fargo Securities, LLC |
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$ |
1,820,000,000 |
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| Agents (Senior Co-Managers): |
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RBS Securities Inc. |
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40,000,000 |
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Scotia Capital (USA) Inc. |
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40,000,000 |
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BB&T Capital Markets,
a division of BB&T Securities, LLC |
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15,000,000 |
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Capital One Securities, Inc. |
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15,000,000 |
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Desjardins Securities Inc. |
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15,000,000 |
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National Bank of Canada Financial Inc. |
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15,000,000 |
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| Agents (Junior Co-Managers): |
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Blaylock Beal Van, LLC |
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8,000,000 |
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CastleOak Securities, L.P. |
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8,000,000 |
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Drexel Hamilton, LLC |
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8,000,000 |
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Lebenthal & Co., LLC |
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8,000,000 |
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The Williams Capital Group, L.P. |
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8,000,000 |
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Total: |
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$ |
2,000,000,000 |
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| Plan of Distribution: |
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On April 23, 2015, Wells Fargo & Company agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price
of 98.791%, plus accrued interest, if any, from April 30, 2015. The purchase price equals the issue price of 99.666% less a discount of 0.875% of the principal amount of the notes. |
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Desjardins Securities Inc. is not a U.S. registered broker-dealer, and, therefore, will not 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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| Certain U.S. Federal Income
Tax Consequences: |
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Tax considerations are discussed under “Certain U.S. Federal Income Tax Considerations” in the accompanying prospectus. |
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| CUSIP: |
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94974BGK0 |
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