UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 24, 2015
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
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001-2979 |
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No. 41-0449260 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
420 Montgomery Street, San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: 1-866-249-3302
Not applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 9.01. |
Financial Statements and Exhibits |
Exhibits are filed herewith in
connection with the Registration Statement on Form S-3 (File No. 333-202840) filed by Wells Fargo & Company with the Securities and Exchange Commission.
On April 24, 2015, Wells Fargo & Company issued the following Medium-Term Notes, Series K: (i) Principal at
Risk Securities Linked to the S&P 500® Index due April 26, 2021; and (ii) Notes due April 24, 2023 (collectively, the Notes).
The purpose of this Current Report is to file with the Securities and Exchange Commission the form of Note related to each
issuance and the opinion of Faegre Baker Daniels LLP regarding the Notes.
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4.1 |
Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P
500® Index due April 26, 2021. |
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4.2 |
Form of Medium-Term Notes, Series K, Notes due April 24, 2023. |
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5.1 |
Opinion of Faegre Baker Daniels LLP regarding the Notes. |
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23.1 |
Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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WELLS FARGO & COMPANY |
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DATED: April 24, 2015 |
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/s/ Paul R. Ackerman |
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Paul R. Ackerman |
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Executive Vice President and Treasurer |
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Index to Exhibits
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Exhibit No. |
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Description |
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Method of Filing |
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4.1 |
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Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P 500® Index due April 26, 2021. |
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Electronic Transmission |
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4.2 |
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Form of Medium-Term Notes, Series K, Notes due April 24, 2023. |
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Electronic Transmission |
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5.1 |
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Opinion of Faegre Baker Daniels LLP regarding the Notes. |
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Electronic Transmission |
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23.1 |
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Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1). |
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Exhibit 4.1
[Face of Note]
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(DTC), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
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CUSIP NO. 94986RWN7
REGISTERED NO. |
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FACE AMOUNT: $ |
WELLS FARGO & COMPANY
MEDIUM-TERM NOTE, SERIES K
Due Nine Months or More From Date of Issue
Principal at Risk Securities Linked to the S&P 500® Index
due April 26, 2021
WELLS FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter
called the Company, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, an amount equal to the
Redemption Amount (as defined below), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, on the Stated Maturity Date. The Initial Stated Maturity
Date shall be April 26, 2021. If the Calculation Day (as defined below) is not postponed, the Initial Stated Maturity Date will be the Stated Maturity Date. If the Calculation Day is postponed, the Stated
Maturity Date shall be the later of (i) the Initial Stated Maturity Date and (ii) the third Business Day (as defined below) after the Calculation Day as postponed. This Security shall not bear any interest.
Any payments on this Security at Maturity will be made against presentation of this Security at the office or agency of the
Company maintained for that purpose in the City of Minneapolis, Minnesota and at any other office or agency maintained by the Company for such purpose.
Face Amount shall mean, when used with respect to this Security, the amount set forth on the face of this
Security as its Face Amount.
Determination of Redemption Amount
The Redemption Amount of this Security will equal:
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if the Ending Level is greater than or equal to the Starting Level: the Face Amount plus the greater of: |
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(i) |
The Contingent Minimum Return; and |
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(ii) |
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Face Amount x |
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Ending Level Starting Level |
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x Participation Rate |
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Starting Level |
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if the Ending Level is less than to the Starting Level, but greater than or equal to the Threshold Level: the Face Amount; or
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if the Ending Level is less than the Threshold Level: Face Amount minus: |
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Face Amount x |
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Starting Level Ending Level |
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Starting Level |
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All calculations with respect to the Redemption Amount will be rounded to the nearest one
hundred-thousandth, with five one-millionths rounded upward (e.g., 0.000005 would be rounded to 0.00001); and the Redemption Amount will be rounded to the nearest cent, with one-half cent rounded upward.
Index shall mean the S&P 500® Index.
The Pricing Date shall mean April 17, 2015.
The Starting Level is 2081.18, the Closing Level of the Index on the Pricing Date.
The Closing Level of the Index on any Trading Day means the official closing level of the Index reported by
the Index Sponsor on such Trading Day, as obtained by the Calculation Agent on such Trading Day from the licensed third-party market data vendor contracted by the Calculation Agent at such time; in particular, taking into account the decimal
precision and/or rounding convention employed by such licensed third-party market data vendor on such date, subject to the provisions set forth below under Discontinuance of The Index; Alteration of Method of Calculation and Market
Disruption Events.
The Ending Level will be the Closing Level of the Index on the Calculation
Day.
The Threshold Level is 1456.826, which is equal to 70% of the Starting Level.
The Participation Rate is 100%.
The Contingent Minimum Return is 40% of the Face Amount of this Security.
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Index Sponsor shall mean S&P Dow Jones Indices LLC.
Business Day shall mean a day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which banking institutions are authorized or required by law or regulation to close in New York, New York.
A
Trading Day with respect to the Index means a day, as determined by the Calculation Agent, on which (i) the Relevant Stock Exchanges with respect to each security underlying the Index are scheduled to be open for trading for
their respective regular trading sessions and (ii) each Related Futures or Options Exchange is scheduled to be open for trading for its regular trading session.
The Related Futures or Options Exchange for the Index means an exchange or quotation system where trading
has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to the Index.
The Relevant Stock Exchange for any security underlying the Index means the primary exchange or quotation
system on which such security is traded, as determined by the Calculation Agent.
The Calculation Day
shall be April 19, 2021. If such day is not a Trading Day, the Calculation Day will be postponed to the next succeeding Trading Day. The Calculation Day is also subject to postponement due to the occurrence of a Market Disruption Event (as
defined below). If a Market Disruption Event occurs or is continuing with respect to the Index on the Calculation Day, such Calculation Day will be postponed to the first succeeding Trading Day on which a Market Disruption Event has not occurred and
is not continuing. If such first succeeding Trading Day has not occurred as of the eighth Trading Day after the originally scheduled Calculation Day, that eighth Trading Day shall be deemed the Calculation Day. If the Calculation Day has been
postponed eight Trading Days after the originally scheduled Calculation Day and a Market Disruption Event occurs or is continuing with respect to the Index on such eighth Trading Day, the Calculation Agent will determine the Closing Level of the
Index on such eighth Trading Day in accordance with the formula for and method of calculating the Closing Level of the Index last in effect prior to commencement of the Market Disruption Event, using the closing price (or, with respect to any
relevant security, if a Market Disruption Event has occurred with respect to such security, its good faith estimate of the value of such security at the Scheduled Closing Time of the Relevant Stock Exchange for such security or, if earlier, the
actual closing time of the regular trading session of such Relevant Stock Exchange) on such date of each security included in the Index. As used herein, closing price means, with respect to any security on any date, the Relevant
Stock Exchange traded or quoted price of such security as of the Scheduled Closing Time of the Relevant Stock Exchange for such security or, if earlier, the actual closing time of the regular trading session of such Relevant Stock Exchange.
Calculation Agent Agreement shall mean the Calculation Agent Agreement dated as of March 18, 2015
between the Company and the Calculation Agent, as amended from time to time.
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Calculation Agent shall mean the Person that has entered into
the Calculation Agent Agreement with the Company providing for, among other things, the determination of the Ending Level and the Redemption Amount, which term shall, unless the context otherwise requires, include its successors under such
Calculation Agent Agreement. The initial Calculation Agent shall be Wells Fargo Securities, LLC. Pursuant to the Calculation Agent Agreement, the Company may appoint a different Calculation Agent from time to time after the initial issuance of this
Security without the consent of the Holder of this Security and without notifying the Holder of this Security.
Discontinuance Of The Index;
Alteration Of Method Of Calculation
If the Index Sponsor discontinues publication of the Index, and the Index
Sponsor or another entity publishes a successor or substitute equity index that the Calculation Agent determines, in its sole discretion, to be comparable to the Index (a Successor Equity Index), then, upon the Calculation
Agents notification of that determination to the Trustee and the Company, the Calculation Agent will substitute the Successor Equity Index as calculated by the relevant Index Sponsor or any other entity and calculate the Ending Level as
described above. Upon any selection by the Calculation Agent of a Successor Equity Index, the Company will cause notice to be given to the Holder of this Security.
In the event that the Index Sponsor discontinues publication of the Index prior to, and the discontinuance is continuing on,
the Calculation Day and the Calculation Agent determines that no Successor Equity Index is available at such time, the Calculation Agent will calculate a substitute Closing Level for the Index in accordance with the formula for and method of
calculating the Index last in effect prior to the discontinuance, but using only those securities that comprised the Index immediately prior to that discontinuance. If a Successor Equity Index is selected or the Calculation Agent calculates a level
as a substitute for the Index, the Successor Equity Index or level will be used as a substitute for the Index for all purposes, including the purpose of determining whether a Market Disruption Event exists.
If on the Calculation Day the Index Sponsor of the Index fails to calculate and announce the level of the Index, the
Calculation Agent will calculate a substitute Closing Level of the Index in accordance with the formula for and method of calculating the Index last in effect prior to the failure, but using only those securities that comprised the Index immediately
prior to that failure; provided that, if a Market Disruption Event occurs or is continuing on such day, then the provisions set forth above under the definition of Calculation Day shall apply in lieu of the foregoing.
If at any time the Index Sponsor makes a material change in the formula for or the method of calculating the Index, or in any
other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index in the event of changes in constituent stock and capitalization and other routine events), then, from and after that time,
the Calculation Agent will, at the close of business in New York, New York, on each date that the Closing Level of the Index is to be calculated, calculate a substitute Closing Level of the Index in accordance with the formula for and method of
calculating the Index last in effect prior to the change, but using only those securities that comprised the Index immediately prior to that change. Accordingly, if the method of calculating the Index is modified so that the level of the
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Index is a fraction or a multiple of what it would have been if it had not been modified, then the Calculation Agent will adjust the Index in order to arrive at a level of the Index as if it had
not been modified.
Market Disruption Events
A Market Disruption Event means, with respect to the Index, any of the following events as determined by
the Calculation Agent in its sole discretion:
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The occurrence or existence of a material suspension of or limitation imposed on trading by the Relevant Stock Exchanges or otherwise relating to
securities which then comprise 20% or more of the level of the Index or any Successor Equity Index at any time during the one-hour period that ends at the Close of Trading on that day, whether by reason of movements in price exceeding limits
permitted by those Relevant Stock Exchanges or otherwise. |
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The occurrence or existence of a material suspension of or limitation imposed on trading by any Related Futures or Options Exchange or otherwise in
futures or options contracts relating to the Index or any Successor Equity Index on any Related Futures or Options Exchange at any time during the one-hour period that ends at the Close of Trading on that day, whether by reason of movements in price
exceeding limits permitted by the Related Futures or Options Exchange or otherwise. |
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The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market participants in
general to effect transactions in, or obtain market values for, securities that then comprise 20% or more of the level of the Index or any Successor Equity Index on their Relevant Stock Exchanges at any time during the one-hour period that ends at
the Close of Trading on that day. |
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The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market participants in
general to effect transactions in, or obtain market values for, futures or options contracts relating to the Index or any Successor Equity Index on any Related Futures or Options Exchange at any time during the one-hour period that ends at the Close
of Trading on that day. |
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The closure on any Exchange Business Day of the Relevant Stock Exchanges on which securities that then comprise 20% or more of the level of the
Index or any Successor Equity Index are traded or any Related Futures or Options Exchange prior to its Scheduled Closing Time unless the earlier closing time is announced by the Relevant Stock Exchange or Related Futures or Options Exchange, as
applicable, at least one hour prior to the earlier of (1) the actual closing time for the regular trading session on such Relevant Stock Exchange or Related Futures or Options Exchange, as applicable, and (2) the submission deadline for
orders to be entered into the Relevant Stock Exchange or Related Futures or Options |
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Exchange, as applicable, system for execution at such actual closing time on that day. |
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The Relevant Stock Exchange for any security underlying the Index or Successor Equity Index or any Related Futures or Options Exchange fails to
open for trading during its regular trading session. |
For purposes of determining whether a Market
Disruption Event has occurred:
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the relevant percentage contribution of a security to the level of the Index or any Successor Equity Index will be based on a comparison of
(x) the portion of the level of the Index attributable to that security and (y) the overall level of the Index or Successor Equity Index, in each case immediately before the occurrence of the Market Disruption Event; |
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the Close of Trading on any Trading Day for the Index or any Successor Equity Index means the Scheduled Closing Time of the
Relevant Stock Exchanges with respect to the securities underlying the Index or Successor Equity Index on such Trading Day; provided that, if the actual closing time of the regular trading session of any such Relevant Stock Exchange is
earlier than its Scheduled Closing Time on such Trading Day, then (x) for purposes of clauses (A) and (C) of the definition of Market Disruption Event above, with respect to any security underlying the Index or Successor
Equity Index for which such Relevant Stock Exchange is its Relevant Stock Exchange, the Close of Trading means such actual closing time and (y) for purposes of clauses (B) and (D) of the definition of Market
Disruption Event above, with respect to any futures or options contract relating to the Index or Successor Equity Index, the close of trading means the latest actual closing time of the regular trading session of any of the
Relevant Stock Exchanges, but in no event later than the Scheduled Closing Time of the Relevant Stock Exchanges; |
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the Scheduled Closing Time of any Relevant Stock Exchange or Related Futures or Options Exchange on any Trading Day for the
Index or any Successor Equity Index means the scheduled weekday closing time of such Relevant Stock Exchange or Related Futures or Options Exchange on such Trading Day, without regard to after hours or any other trading outside the regular trading
session hours; and |
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an Exchange Business Day means any Trading Day for the Index or any Successor Equity Index on which each Relevant Stock Exchange
for the securities underlying the Index or any Successor Equity Index and each Related Futures or Options Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Relevant Stock Exchange or Related
Futures or Options Exchange closing prior to its Scheduled Closing Time. |
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Calculation Agent
The Calculation Agent will determine the Redemption Amount and the Ending Level. In addition, the Calculation Agent will
(i) determine if adjustments are required to the Closing Level of the Index under the circumstances described in this Security, (ii) if publication of the Index is discontinued, select a Successor Equity Index or, if no Successor Equity
Index is available, determine the Closing Level of the Index under the circumstances described in this Security, and (iii) determine whether a Market Disruption Event or non-Trading Day has occurred.
The Company covenants that, so long as this Security is Outstanding, there shall at all times be a Calculation Agent (which
shall be a broker-dealer, bank or other financial institution) with respect to this Security.
All determinations made by the Calculation Agent with respect to this Security will be at the sole discretion of the
Calculation Agent and, in the absence of manifest error, will be conclusive for all purposes and binding on the Company and the Holder of this Security.
Tax Considerations
The Company agrees, and by acceptance of a beneficial ownership interest in this Security each Holder of this Security will be
deemed to have agreed (in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary), for United States federal income tax purposes to characterize and treat this Security as a
pre-paid derivative contract that is an open transaction.
Redemption and Repayment
This Security is not subject to redemption at the option of the Company or repayment at the option of the Holder hereof prior
to April 26, 2021. This Security is not entitled to any sinking fund.
Acceleration
If an Event of Default, as defined in the Indenture, with respect to this Security shall occur and be continuing, the
Redemption Amount (calculated as set forth in the next sentence) of this Security may be declared due and payable in the manner and with the effect provided in the Indenture. The amount payable to the Holder hereof upon any acceleration permitted
under the Indenture will be equal to the Redemption Amount hereof calculated as provided herein as though the date of acceleration was the Calculation Day.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature or its duly authorized agent under the Indenture referred
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to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[The remainder of this page has been left intentionally blank]
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
DATED:
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WELLS FARGO & COMPANY |
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By: |
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Its: |
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[SEAL]
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TRUSTEES CERTIFICATE OF
AUTHENTICATION This is one of the Securities of the
series designated therein described in the within-mentioned Indenture. |
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CITIBANK, N.A.,
as Trustee |
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By: |
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Authorized Signature |
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OR |
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WELLS FARGO BANK, N.A.,
as Authenticating Agent for the Trustee |
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By: |
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Authorized Signature |
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[Reverse of Note]
WELLS FARGO & COMPANY
MEDIUM-TERM NOTE, SERIES K
Due Nine Months or More From Date of Issue
Principal at Risk Securities Linked to the S&P 500® Index
due April 26, 2021
This Security is one of a duly authorized issue of securities of the Company (herein called the
Securities), issued and to be issued in one or more series under an indenture dated as of July 21, 1999, as amended or supplemented from time to time (herein called the Indenture), between the Company and
Citibank, N.A., as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is
one of the series of the Securities designated as Medium-Term Notes, Series K, of the Company, which series is limited to an aggregate principal amount or face amount, as applicable, of $25,000,000,000 or the equivalent thereof in one or more
foreign or composite currencies. The amount payable on the Securities of this series may be determined by reference to the performance of one or more equity-, commodity- or currency-based indices, exchange traded funds, securities, commodities,
currencies, statistical measures of economic or financial performance, or a basket comprised of two or more of the foregoing, or any other market measure or may bear interest at a fixed rate or a floating rate. The Securities of this series may
mature at different times, be redeemable at different times or not at all, be repayable at the option of the Holder at different times or not at all and be denominated in different currencies.
Article Sixteen of the Indenture shall not apply to this Security.
The Securities are issuable only in registered form without coupons and will be either
(a) book-entry securities represented by one or more Global Securities recorded in the book-entry system maintained by the Depositary or (b) certificated
securities issued to and registered in the names of, the beneficial owners or their nominees.
The Company agrees, to the
extent permitted by law, not to voluntarily claim the benefits of any laws concerning usurious rates of interest against a Holder of this Security.
Modification and Waivers
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the
Securities at the
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time Outstanding of all series to be affected, acting together as a class. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of all
series at the time Outstanding affected by certain provisions of the Indenture, acting together as a class, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with those provisions of the Indenture. Certain
past defaults under the Indenture and their consequences may be waived under the Indenture by the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such
series. Solely for the purpose of determining whether any consent, waiver, notice or other action or Act to be taken or given by the Holders of Securities pursuant to the Indenture has been given or taken by the Holders of Outstanding Securities in
the requisite aggregate principal amount, the principal amount of this Security will be deemed to be equal to the amount set forth on the face hereof as the Face Amount hereof. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.
Defeasance
Section 403 and Article Fifteen of the Indenture and the provisions of clause (ii) of Section 401(1)(B) of the
Indenture, relating to defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants and certain Events of Default, upon compliance by the Company with certain conditions set forth therein,
shall not apply to this Security. The remaining provisions of Section 401 of the Indenture shall apply to this Security.
Authorized
Denominations
This Security is issuable only in registered form without coupons in denominations of $1,000 or any
amount in excess thereof which is an integral multiple of $1,000.
Registration of Transfer
Upon due presentment for registration of transfer of this Security at the office or agency of the Company in the City of
Minneapolis, Minnesota, a new Security or Securities of this series, with the same terms as this Security, in authorized denominations for an equal aggregate Face Amount will be issued to the transferee in exchange herefor, as provided in the
Indenture and subject to the limitations provided therein and to the limitations described below, without charge except for any tax or other governmental charge imposed in connection therewith.
This Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not
appointed within 90 days after the Company receives such notice or becomes aware of such ineligibility, (y) the Company in its sole discretion determines that this Security shall be exchangeable for definitive Securities in registered form
and notifies the Trustee thereof or (z) an Event of Default with respect to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for
definitive Securities in registered
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form, having the same date of issuance, Stated Maturity Date and other terms and of authorized denominations aggregating a like amount.
This Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as provided above, owners of beneficial interests in this Global
Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under the Indenture.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
Obligation of the Company Absolute
No reference herein to the Indenture and no provision of this Security or the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the Redemption Amount at the times, place and rate, and in the coin or currency, herein prescribed, except as otherwise provided in this Security.
No Personal Recourse
No recourse shall be had for the payment of the Redemption Amount, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.
Defined Terms
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture
unless otherwise defined in this Security.
Governing Law
This Security shall be governed by and construed in accordance with the law of the State of New York, without regard to
principles of conflicts of laws.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:
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TEN COM |
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as tenants in common |
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TEN ENT |
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-- |
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as tenants by the entireties |
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JT TEN |
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-- |
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as joint tenants with right
of survivorship and not as
tenants in common |
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UNIF GIFT MIN ACT |
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-- |
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Custodian |
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(Cust) |
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(Minor) |
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Under Uniform Gifts to Minors Act |
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(State) |
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
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Please Insert Social Security or Other
Identifying Number of Assignee |
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(PLEASE
PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
13
the within Security of WELLS FARGO & COMPANY and does hereby irrevocably constitute and
appoint attorney to
transfer the said Security on the books of the Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the
within instrument in every particular, without alteration or enlargement or any change whatever.
14
Exhibit 4.2
[Face of Note]
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(DTC), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
CUSIP NO. 94986RWR8 |
PRINCIPAL AMOUNT: $
|
REGISTERED NO.
WELLS FARGO & COMPANY
MEDIUM-TERM NOTE, SERIES K
Due Nine Months or More From Date of Issue
Notes due April 24, 2023
WELLS FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter
called the Company, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal sum of
DOLLARS
($ ) on April 24, 2023 (the Stated Maturity Date) and to pay interest
thereon from April 24, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for quarterly on each January 24, April 24, July 24 and October 24, commencing July 24, 2015 and
at Maturity (each, an Interest Payment Date), at the rate per annum specified below until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest next preceding
such Interest Payment Date. The Regular Record Date for an Interest Payment Date shall be one Business Day prior to such Interest Payment Date. If an Interest Payment Date is not a Business Day, interest on this Security shall be payable on the next
day that is a Business Day, with the same force and effect as if made on such Interest Payment Date, and without any interest or other payment with respect to the delay. Business Day shall mean a day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York.
Except as described below for the first Interest Period, on each Interest Payment Date, interest will be paid for the period
commencing on and including the immediately preceding
Interest Payment Date and ending on and including the day immediately preceding that Interest Payment Date. This period is referred to as an Interest Period. The first Interest
Period will commence on and include April 24, 2015 and end on and include July 23, 2015. Interest on this Security will be computed on the basis of a 360-day year of twelve 30-day months.
The interest rate on this Security that will apply during an Interest
Period will be as follows:
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Commencing April 24, 2015 and
ending April 23, 2019 |
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2.00% per annum |
Commencing April 24, 2019 and
ending April 23, 2021 |
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2.50% per annum |
Commencing April 24, 2021 and
ending April 23, 2022 |
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4.00% per annum |
Commencing April 24, 2022 and
ending April 23, 2023 |
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5.50% per annum |
Any interest not punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Payment of interest on this Security will be made in immediately available funds at the office or agency of the Company
maintained for that purpose in the City of Minneapolis, Minnesota in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of
the Company, payment of interest may be paid by check mailed to the Person entitled thereto at such Persons last address as it appears in the Security Register or by wire transfer to such account as may have been designated by such Person.
Payment of principal of and interest on this Security at Maturity will be made against presentation of this Security at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota. Notwithstanding the
foregoing, for so long as this Security is a Global Security registered in the name of the Depositary, payments of principal and interest on this Security will be made to the Depositary by wire transfer of immediately available funds.
This Security is redeemable at the option of the Company at any time on or after April 24, 2019, in whole or in part, on
any Interest Payment Date at a Redemption Price equal to 100% of the principal amount of this Security to be redeemed, plus any accrued but unpaid interest to, but excluding, the Redemption Date. Notice of any redemption will be mailed at least 5
but not more than 30 days before the applicable Redemption Date to the Holder hereof. Unless the Company defaults in the payment of the Redemption Price, on or after the Redemption Date, interest will cease to accrue on this Security or the portion
hereof called for redemption.
2
Except as provided in the next sentence, this Security is not subject to
repayment at the option of the Holder hereof prior to April 24, 2023. This Security may be subject to repayment if requested by an authorized representative of a beneficial owner of this Security as described on the reverse hereof. This
Security is not entitled to any sinking fund.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual
signature or its duly authorized agent under the Indenture referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[The remainder of this page has been left intentionally blank]
3
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
DATED:
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WELLS FARGO & COMPANY |
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By: |
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Its: |
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[SEAL]
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TRUSTEES CERTIFICATE OF
AUTHENTICATION This is one of the Securities of the
series designated therein described in the within-mentioned Indenture. |
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CITIBANK, N.A.,
as Trustee |
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By: |
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Authorized Signature |
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OR |
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WELLS FARGO BANK, N.A.,
as Authenticating Agent for the Trustee |
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By: |
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Authorized Signature |
4
[Reverse of Note]
WELLS FARGO & COMPANY
MEDIUM-TERM NOTE, SERIES K
Due Nine Months or More From Date of Issue
Notes due April 24, 2023
This Security is one of a duly authorized issue of securities of the Company (herein called the
Securities), issued and to be issued in one or more series under an indenture dated as of July 21, 1999, as amended or supplemented from time to time (herein called the Indenture), between the Company and
Citibank, N.A., as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is
one of the series of the Securities designated as Medium-Term Notes, Series K, of the Company, which series is limited to an aggregate principal amount or face amount, as applicable, of $25,000,000,000 or the equivalent thereof in one or more
foreign or composite currencies. The amount payable on the Securities of this series may be determined by reference to the performance of one or more equity-, commodity- or currency-based indices, exchange traded funds, securities, commodities,
currencies, statistical measures of economic or financial performance, or a basket comprised of two or more of the foregoing, or any other market measure or may bear interest at a fixed rate or a floating rate. The Securities of this series may
mature at different times, be redeemable at different times or not at all, be repayable at the option of the Holder at different times or not at all and be denominated in different currencies.
Article Sixteen of the Indenture shall not apply to this Security.
The Securities are issuable only in registered form without coupons and will be either
(a) book-entry securities represented by one or more Global Securities recorded in the book-entry system maintained by the Depositary or (b) certificated
securities issued to and registered in the names of, the beneficial owners or their nominees.
The Company agrees, to the
extent permitted by law, not to voluntarily claim the benefits of any laws concerning usurious rates of interest against a Holder of this Security.
Modification and Waivers
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of all series to be affected, acting together as a class. The Indenture also contains
5
provisions permitting the Holders of a majority in principal amount of the Securities of all series at the time Outstanding affected by certain provisions of the Indenture, acting together as a
class, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with those provisions of the Indenture. Certain past defaults under the Indenture and their consequences may be waived under the Indenture by the
Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
Defeasance
Section 403 and Article Fifteen of the Indenture and the provisions of clause (ii) of Section 401(1)(B) of the
Indenture, relating to defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants and certain Events of Default, upon compliance by the Company with certain conditions set forth therein,
shall not apply to this Security. The remaining provisions of Section 401 of the Indenture shall apply to this Security.
Authorized
Denominations
This Security is issuable only in registered form without coupons in denominations of $1,000 or any
amount in excess thereof which is an integral multiple of $1,000.
Repayment upon Exercise of Survivors Option
The Company has agreed to repay beneficial ownership interests in this Security, if requested by the authorized representative
of the beneficial owner of such beneficial ownership interest following the death of the beneficial owner, so long as the beneficial ownership interest in this Security was acquired by the beneficial owner at least six months prior to the request
(the Survivors Option).
Upon the valid exercise of the Survivors Option and the proper
tender of a beneficial ownership interest in this Security for repayment, the Company will repay such beneficial ownership interest in this Security, in whole or in part, at a price equal to 100% of the principal amount of the deceased beneficial
owners beneficial interest in this Security, plus any accrued and unpaid interest to the date of repayment.
To be
valid, the Survivors Option must be exercised by or on behalf of the Person who has authority to act on behalf of a deceased beneficial owner of this Security under the laws of the applicable jurisdiction (including, without limitation, the
personal representative of or the executor of the estate of the deceased beneficial owner or the surviving joint owner with the deceased beneficial owner).
A beneficial owner of this Security is a Person who has the right, immediately prior to such Persons death, to receive
the proceeds from the disposition of such beneficial owners interest in this Security, as well as the right to receive the principal amount of the deceased beneficial owners interest in this Security plus any accrued and unpaid interest
thereon.
6
The death of a Person holding a beneficial ownership interest in this Security as
a joint tenant or tenant by the entirety with another Person, or as a tenant in common with the deceased holders spouse, will be deemed the death of a beneficial owner of that beneficial ownership interest in this Security, and the entire
principal amount of the deceased beneficial owners interest in this Security held in this manner will be subject to repayment by the Company upon exercise of the Survivors Option. However, the death of a Person holding a beneficial
ownership interest in this Security as tenant in common with a Person other than such deceased holders spouse will be deemed the death of a beneficial owner only with respect to such deceased Persons interest in this Security, and only
the deceased beneficial owners percentage interest in that beneficial ownership interest in the principal amount of this Security will be subject to repayment.
The death of a Person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests
in this Security will be deemed the death of the beneficial owner of this Security for purposes of the Survivors Option, regardless of whether that beneficial owner was the registered holder of this Security, if the beneficial ownership
interest can be established to the satisfaction of the Paying Agent. A beneficial ownership interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act,
community property, or other joint ownership arrangements between a husband and wife. In addition, the beneficial ownership interest in this Security will be deemed to exist in custodial and trust arrangements where one Person has all of the
beneficial ownership interest in this Security during his or her lifetime. In the case of a joint trust, the joint tenant rules above will apply to the respective beneficial ownership interests.
The Company has the discretionary right to limit the aggregate principal amount of this Security as to which exercises of the
Survivors Option will be accepted by the Company in any calendar year to an amount equal to the greater of $2,500,000 or 2.5% of the principal amount of this Security outstanding as of the end of the most recent calendar year. The Company also
has the discretionary right to limit the aggregate amount of this Security as to which exercises of the Survivors Option will be accepted by the Company from the authorized representative for any individual deceased beneficial owner of this
Security in any calendar year to an amount equal to $300,000. In addition, the Company will not permit the exercise of the Survivors Option for any portion of this Security with a principal amount of less than $1,000, and the Company will not
permit the exercise of the Survivors Option if such exercise will result in this Security having a principal amount that is not an integral multiple of $1,000.
An otherwise valid election to exercise the Survivors Option may not be withdrawn. An election to exercise the
Survivors Option will be accepted in the order that it was received by the Paying Agent, except for any beneficial ownership interest in this Security the acceptance of which would contravene the limitations described above. Beneficial
ownership interests in this Security accepted for repayment through the exercise of the Survivors Option normally will be repaid on the first Interest Payment Date that occurs 10 or more calendar days after the date of the acceptance. Each
tendered beneficial ownership interest in this Security that is not accepted in a calendar year due to the application of the limitations described in the preceding paragraph will be deemed to be tendered in the following calendar year in the order
in which all such beneficial interests were originally tendered. If a beneficial ownership interest in this Security tendered through a valid exercise of the Survivors Option is not accepted, the Paying Agent will
7
deliver a notice by first-class mail to the registered holder, at that registered holders last known address as indicated in the Security Register, that states the reason that the
beneficial ownership interest in this Security has not been accepted for repayment.
Since this Security is a Global
Security, DTC, as depository, or its nominee will be treated as the holder of this Security and will be the only entity that can exercise the Survivors Option. To obtain repayment of this Security pursuant to exercise of the Survivors
Option, the deceased beneficial owners authorized representative must provide the following items to the broker or other entity through which the beneficial interest in this Security is held by the deceased beneficial owner:
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appropriate evidence satisfactory to the Paying Agent that: |
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(a) |
the deceased was a beneficial owner of this Security at the time of death and his or her interest in this Security was acquired by the deceased
beneficial owner at least six months prior to the request for repayment, |
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(b) |
the death of the beneficial owner has occurred and the date of death, and |
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(c) |
the representative has authority to act on behalf of the deceased beneficial owner; |
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if the beneficial interest in this Security is held by a nominee or trustee of, or custodian for, or other Person in a similar capacity to, the
deceased beneficial owner, a certificate satisfactory to the Paying Agent from the nominee, trustee, custodian or similar Person attesting to the deceaseds beneficial ownership in this Security; |
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a written request for repayment signed by the authorized representative of the deceased beneficial owner with the signature guaranteed by a member
firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States; |
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if applicable, a properly executed assignment or endorsement; |
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tax waivers and any other instruments or documents that the Paying Agent reasonably requires in order to establish the validity of the beneficial
ownership in this Security and the claimants entitlement to payment; and |
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any additional information the Paying Agent requires to evidence satisfaction of any conditions to the exercise of the Survivors Option or to
document beneficial ownership or authority to make the election and to cause the repayment of this Security. |
In turn,
the broker or other entity will deliver each of these items to the Paying Agent and will certify to the Paying Agent that the broker or other entity represents the deceased beneficial owner.
8
The Company retains the right to limit the aggregate principal amount of this
Security as to which exercises of the Survivors Option will be accepted by the Company from the authorized representative for any individual deceased beneficial owner in this Security in any calendar year as described above. All other
questions regarding the eligibility or validity of any exercise of the Survivors Option will be determined by the Paying Agent, in its sole discretion, which determination will be final and binding on all parties.
The broker or other entity will be responsible for disbursing payments received from the Paying Agent to the authorized
representative. Forms for the exercise of the Survivors Option may be obtained from the Paying Agent.
Registration of Transfer
Upon due presentment for registration of transfer of this Security at the office or agency of the Company in the City of
Minneapolis, Minnesota, a new Security or Securities of this series, with the same terms as this Security, in authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange herefor, as provided in the
Indenture and subject to the limitations provided therein and to the limitations described below, without charge except for any tax or other governmental charge imposed in connection therewith.
This Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not
appointed within 90 days after the Company receives such notice or becomes aware of such ineligibility, (y) the Company in its sole discretion determines that this Security shall be exchangeable for definitive Securities in registered form
and notifies the Trustee thereof or (z) an Event of Default with respect to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for
definitive Securities in registered form, bearing interest at the same rate, having the same date of issuance, Stated Maturity Date and other terms and of authorized denominations aggregating a like amount.
This Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as provided above, owners of beneficial interests in this Global
Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under the Indenture.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
Obligation of the Company Absolute
No reference herein to the Indenture and no provision of this Security or the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
9
principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except as otherwise provided in this Security.
No Personal Recourse
No recourse shall be had for the payment of the principal of or the interest on this Security, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.
Defined Terms
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture
unless otherwise defined in this Security.
Governing Law
This Security shall be governed by and construed in accordance with the law of the State of New York, without regard to
principles of conflicts of laws.
10
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:
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TEN COM |
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-- |
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as tenants in common |
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TEN ENT |
|
-- |
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as tenants by the entireties |
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JT TEN |
|
-- |
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as joint tenants with right
of survivorship and not as
tenants in common |
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UNIF GIFT MIN ACT |
|
-- |
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Custodian |
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(Cust) |
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(Minor) |
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Under Uniform Gifts to Minors Act |
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(State) |
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
|
Please Insert Social Security or Other
Identifying Number of Assignee |
|
|
(PLEASE
PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
11
the within Security of WELLS FARGO & COMPANY and does hereby irrevocably constitute and
appoint
attorney to transfer the said Security on the books of the Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the
within instrument in every particular, without alteration or enlargement or any change whatever.
12
Exhibit 5.1
Faegre Baker Daniels LLP
2200 Wells Fargo Center 90
South Seventh Street
Minneapolis Minnesota 55402-3901
Phone +1 612 766 7000
Fax +1 612 766 1600
April 24, 2015
Wells
Fargo & Company
420 Montgomery Street
San
Francisco, California 94104
Ladies and Gentlemen:
We have acted as counsel for Wells Fargo & Company, a Delaware corporation (the Company), in connection
with (i) the preparation of a Registration Statement on Form S-3, File No. 333-202840 (the Registration Statement) of the Company filed with the Securities and Exchange Commission
(the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to the proposed offer and sale from time to time of the securities referred to therein; (ii) Pricing Supplement No. 494
dated April 17, 2015 to Product Supplement No. 3 dated March 18, 2015, the Market Measure Supplement dated March 18, 2015, the Prospectus Supplement dated March 18, 2015 (the Prospectus Supplement) and the
Prospectus dated March 18, 2015 (the Prospectus), relating to the offer and sale by the Company under the Registration Statement of $4,089,000 aggregate face amount of Medium-Term Notes, Series K, Principal at Risk Securities
Linked to the S&P 500® Index due April 26, 2021; and (iii) Pricing Supplement No. 497 dated April 21, 2015 to the Prospectus Supplement and the Prospectus, relating to
the offer and sale by the Company under the Registration Statement of $9,114,000 aggregate principal amount of Medium-Term Notes, Series K, Notes due April 24, 2023 (the Medium-Term Notes described in clause (ii) and in this
clause (iii) being herein referred to collectively as the Notes). The Notes are to be issued under the Indenture dated as of July 21, 1999 (the Indenture) entered into by the Company and Citibank, N.A., as
trustee, and sold pursuant to a Terms Agreement dated April 17, 2015 or a Terms Agreement dated April 21, 2015, as applicable, each between the Company and the Agent named therein (the Terms Agreement).
We have examined such documents, records and instruments as we have deemed necessary or appropriate for the purposes of this
opinion.
Based on the foregoing, we are of the opinion that the Notes have been duly authorized and, when duly executed
by the Company, authenticated in accordance with the provisions of the Indenture, and delivered to and paid for by the Agent pursuant to the applicable Terms Agreement, the Notes will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, receivership or
Wells Fargo & Company
April 24, 2015
Page
2
other laws affecting creditors rights generally from time to time in effect and subject to general equity principles including, without limitation, concepts of materiality, reasonableness,
good faith, fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies (regardless of whether enforceability is considered in a proceeding in equity or at law) and except further as
enforcement thereof may be limited by any governmental authority that limits, delays or prohibits the making of payments outside of the United States. As contemplated by the foregoing qualifications, in rendering the foregoing opinion, we are
expressing no opinion as to Federal or state laws relating to fraudulent transfers. Without limiting any other qualifications set forth herein, the opinions expressed herein are subject to the effect of generally applicable laws that limit the
waiver of rights under usury laws.
We have relied as to certain relevant facts upon certificates of, and/or information
provided by, officers and employees of the Company as to the accuracy of such factual matters without independent verification thereof or other investigation. We have also relied, without investigation, upon the following assumptions:
(i) natural persons acting on behalf of the Company have sufficient legal capacity to enter into and perform, on behalf of the Company, the transaction in question; (ii) each party to agreements or instruments relevant hereto other than
the Company has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreements or instruments enforceable against it; (iii) each party to agreements or instruments relevant hereto other than the
Company has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce such agreements or instruments against the Company; and (iv) each document submitted to us for review is accurate and
complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine.
The opinions expressed herein are limited to the specific issues addressed and to documents and laws existing on the date
hereof. By rendering our opinion, we do not undertake to advise you with respect to any other matter or of any change in such documents and laws or in the interpretation thereof which may occur after the date hereof.
Our opinions set forth herein are limited to the laws of the State of New York, the General Corporation Law of the State of
Delaware and the federal laws of the United States of America, and we are expressing no opinion as to the effect of any other laws.
Wells Fargo & Company
April 24, 2015
Page
3
We hereby consent to the filing of this opinion as an exhibit to a Current
Report on Form 8-K of the Company filed with the Commission and thereby incorporated by reference into the Registration Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act.
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Very truly yours, |
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FAEGRE BAKER DANIELS LLP |
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By: |
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/s/ Dawn Holicky Pruitt |
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Dawn Holicky Pruitt |
Wells Fargo (NYSE:WFC)
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