Final Term Sheet

Filed Pursuant to Rule 433

Registration No. 333-195697

October 24, 2016

WELLS FARGO & COMPANY

$2,000,000,000 Floating Rate Notes Due October 31, 2023

 

Issuer:    Wells Fargo & Company (“Wells Fargo”)
Title of Securities    Floating Rate Notes Due October 31, 2023
Note Type:    Senior unsecured
Trade Date:    October 24, 2016
Settlement Date (T+5):    October 31, 2016
Maturity Date:    October 31, 2023

Aggregate Principal Amount

Offered:

   $2,000,000,000
Price to Public (Issue Price):    100.00%, plus accrued interest, if any, from October 31, 2016

Underwriting Discount

(Gross Spread):

   0.40%

All-in Price (Net of

Underwriting Discount):

   99.60%, plus accrued interest, if any, from October 31, 2016
Net Proceeds:    $1,992,000,000
Interest Rate:    Base Rate of LIBOR plus 1.23%
Interest Payment Dates:    January 31, April 30, July 31 and October 31, commencing January 31, 2017, and at maturity
Interest Reset Dates:    January 31, April 30, July 31 and October 31, commencing January 31, 2017
Designated LIBOR Page:    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)
Index Maturity:    Three months
Interest Reset Period:    Quarterly
Initial Interest Rate:    LIBOR plus 1.23%, determined two London banking days prior to October 31, 2016


Benchmark:    Three-month LIBOR
Spread to Benchmark:    +123 basis points
Redemption:    At its option, Wells Fargo may redeem the notes, in whole, but not in part, on October 31, 2022, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
CUSIP:    949746SJ1
Listing:    None
Sole Bookrunning Manager:    Wells Fargo Securities, LLC
Co-Managers:    CIBC World Markets Corp.
   Desjardins Securities Inc.
   The Huntington Investment Company
   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.
Junior Co-Managers:    Blaylock Beal Van, LLC
   CastleOak Securities, L.P.
   Drexel Hamilton, LLC
   Loop Capital Markets LLC

 

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov . Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at 1-800-645-3751 or e-mailing wfscustomerservice@wellsfargo.com .

 

 

 

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