Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
December 01 2015 - 1:12PM
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, Floating Rate Notes |
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$400,000,000 |
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100.00% |
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$400,000,000 |
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$40,280 |
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(1) |
The total registration fee of $40,280 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. 19 dated November 30, 2015
(to Prospectus Supplement dated May 30, 2014
and Prospectus dated May 5, 2014)
WELLS FARGO & COMPANY
Medium-Term Notes, Series N
Floating Rate Notes
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Aggregate Principal Amount
Offered: |
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$400,000,000 |
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Trade Date: |
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November 30, 2015 |
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Original Issue Date (T+5): |
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December 7, 2015 |
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Stated Maturity Date: |
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December 7, 2020; on the stated maturity date, the holders of the notes will be entitled to receive a cash payment in U.S. dollars equal to 100%
of the principal amount of the notes plus any accrued and unpaid interest |
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Price to Public (Issue Price): |
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100.00%, plus accrued interest, if any, from December 7, 2015 |
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Agent Discount (Gross
Spread): |
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0.35% |
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All-In Price (Net of Agent
Discount): |
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99.65%, plus accrued interest, if any, from December 7, 2015 |
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Net Proceeds: |
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$398,600,000 |
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Benchmark: |
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Three-month LIBOR |
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Base Rate: |
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LIBOR |
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Spread: |
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+ 101 basis points |
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Designated LIBOR Page: |
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Page LIBOR01 as displayed on Reuters or any successor service (or such other page as may replace Page LIBOR01 on that service or successor
service) |
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Index Maturity: |
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Three months |
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Interest Reset Periods: |
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Quarterly |
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Interest Reset Dates: |
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Each March 7, June 7, September 7 and December 7, commencing March 7, 2016 and ending September 7, 2020 |
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Interest Payment Dates: |
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Each March 7, June 7, September 7 and December 7, commencing March 7, 2016 and at
maturity |
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Initial Interest Rate: |
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Three-month LIBOR plus 1.01%, determined two London banking days prior to December 7, 2015 |
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Redemption: |
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The notes are not redeemable at the option of Wells Fargo & Company (the Company) |
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Listing: |
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None |
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Regulatory Developments: |
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The ultimate impact of the Board of Governors of the Federal Reserve Systems (the Federal Reserve) recently proposed rules
requiring U.S. global systemically important banks (U.S. G-SIBs) to maintain minimum amounts of long-term debt meeting specified eligibility requirements is uncertain. On October 30, 2015, the Federal Reserve released
for comment proposed rules (referred to as the TLAC Rules) that would require the eight U.S. G-SIBs, including the Company, among other things, to maintain minimum amounts of long-term debt (LTD) satisfying
certain eligibility criteria commencing January 1, 2019. As proposed, the TLAC Rules would disqualify from eligible LTD, among other instruments, senior debt securities that permit acceleration for reasons other than insolvency or payment
default, as well as structured notes and debt securities not governed by U.S. law. The currently outstanding senior LTD of U.S. G-SIBs, including the Company, typically permits acceleration for reasons other than insolvency or payment default and,
as a result, none of such outstanding senior LTD, any subsequently issued senior LTD with similar terms, or the notes would qualify as eligible LTD under the proposed rules. The Federal Reserve has requested comment on whether currently outstanding
instruments should be allowed to count as eligible LTD despite containing features that would be prohibited under the proposal. The steps that the U.S. G-SIBs, including the Company, may need to take to come into compliance with the
final TLAC Rules, including the amount and form of LTD that must be refinanced or issued, will depend in substantial part on the ultimate eligibility requirements for senior LTD and any grandfathering provisions. |
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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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$382,000,000 |
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Agent (Co-Manager): |
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Danske Markets Inc. |
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10,000,000 |
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Agents (Junior Co-Managers): |
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Blaylock Beal Van, LLC |
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2,000,000 |
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MFR Securities, Inc. |
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2,000,000 |
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Mischler Financial Group, Inc. |
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2,000,000 |
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Siebert Brandford Shank & Co., L.L.C. |
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2,000,000 |
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Total: |
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$400,000,000 |
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Plan of Distribution: |
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On November 30, 2015, Wells Fargo & Company agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase
price of 99.65%, plus accrued interest, if any, from |
2
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December 7, 2015. The purchase price equals the issue price of 100.00% less a discount of 0.35% of the principal amount of the
notes. |
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Certain U.S. Federal Income Tax
Consequences: |
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Pursuant to published guidance by the IRS,
withholding on gross proceeds will be delayed until January 1, 2019 rather than January 1, 2017. See Certain U.S. Federal Income Tax ConsiderationsLegislation Affecting the Taxation of Debt Securities, Common Stock and
Preferred Stock Held by or through Foreign Entities in the accompanying prospectus for additional information. |
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Additional tax considerations are discussed under Certain U.S. Federal Income Tax Considerations in the accompanying
prospectus. |
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EU Directive on the Taxation of
Savings Income: |
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This section supplements the disclosure in
the section EU Directive on the Taxation of Savings Income in the accompanying prospectus. On November 10, 2015, the Council of the European Union adopted a Council Directive repealing the Directive from January 1, 2017, in the case
of Austria and from January 1, 2016, in the case of all other EU Member States (subject to on-going requirements to fulfill administrative obligations such as the reporting and exchange of information relating to, and accounting for withholding
taxes on, payments made before those dates). The repeal is meant to prevent overlap between the Directive and a new automatic exchange of information regime to be implemented under Council Directive 2011/16/EU on Administrative Cooperation in the
field of Taxation (as amended by Council Directive 2014/107/EU). The new regime under Council Directive 2011/16/EU (as amended) is in accordance with the Global Standard released by the Organization for Economic Co-operation and Development in July
2014. Council Directive 2011/16/EU (as amended) is generally broader in scope than the Directive, although it does not impose withholding taxes. |
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CUSIP: |
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94974BGS3 |
3
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