Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
January 17 2017 - 5:18PM
Edgar (US Regulatory)
Final Term Sheet
Filed Pursuant to Rule 433
Registration No. 333-195697
January 17, 2017
WELLS
FARGO & COMPANY
$1,250,000,000 Floating Rate Notes Due January 24, 2023
$3,750,000,000 3.069% Notes Due January 24, 2023
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Issuer:
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Wells Fargo & Company
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Title of Securities
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Floating Rate Notes Due January 24, 2023 (the “Floating Rate Notes”)
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3.069% Notes Due January 24, 2023 (the “Fixed Rate Notes”)
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Note Type:
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Senior unsecured
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Trade Date:
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January 17, 2017
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Settlement Date (T+5):
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January 24, 2017
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Maturity Date:
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Floating Rate Notes: January 24, 2023
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Fixed Rate Notes: January 24, 2023
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Aggregate Principal Amount
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Offered:
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Floating Rate Notes: $1,250,000,000
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Fixed Rate Notes: $3,750,000,000
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Price to Public (Issue Price):
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Floating Rates Notes: 100.00%, plus accrued interest, if any, from January 24, 2017
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Fixed Rate Notes: 100.00%, plus accrued interest, if any, from January 24, 2017
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Underwriting Discount
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(Gross Spread):
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Floating Rate Notes: 0.35%
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All-in Price (Net of
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Underwriting Discount):
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Floating Rate Notes: 99.65%, plus accrued interest, if any, from January 24, 2017
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Fixed Rate Notes: 99.65%, plus accrued interest, if any, from January 24, 2017
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Net Proceeds:
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Floating Rate Notes: $1,245,625,000
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Fixed Rate Notes: $3,736,875,000
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Interest Rate:
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Floating Rate Notes: Base Rate of LIBOR plus 1.11%
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Fixed Rate Notes: 3.069% per annum
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Interest Payment Dates:
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Floating Rate Notes: January 24, April 24, July 24 and October 24, commencing April 24, 2017, and at maturity
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Fixed Rate Notes: January 24 and July 24, commencing July 24, 2017, and at maturity
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Interest Reset Dates:
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Floating Rate Notes: January 24, April 24, July 24 and October 24, commencing April 24, 2017
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Designated LIBOR Page:
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Floating Rate Notes: 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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Floating Rate Notes: Three months
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Interest Reset Period:
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Floating Rate Notes: Quarterly
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Initial Interest Rate:
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Floating Rate Notes: LIBOR plus 1.11%, determined two London banking days prior to January 24, 2017
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Benchmark:
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Floating Rate Notes: Three-month LIBOR
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Fixed Rate Notes: UST 2.00% due December 31, 2021
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Benchmark Yield:
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Floating Rate Notes: N/A
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Spread to Benchmark:
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Floating Rate Notes: +111 basis points
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Fixed Rate Notes: +125 basis points
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Re-Offer Yield:
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Floating Rate Notes: N/A
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Redemption:
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Floating Rate Notes: At its option, Wells Fargo may redeem the Floating Rate Notes, in whole, but not in part, on January 24, 2022, at a redemption price equal to 100% of the principal amount of the Floating Rate Notes being redeemed plus
accrued and unpaid interest thereon to, but excluding, the date of redemption.
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Fixed Rate Notes: At its option, Wells Fargo may redeem the Fixed Rate Notes, in whole, but not in part, on January 24, 2022, at a redemption price
equal to 100% of the principal amount of
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the Fixed Rate Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
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CUSIP:
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Floating Rate Notes: 949746SL6
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Fixed Rate Notes: 949746SK8
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Sole Bookrunning Manager:
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Wells Fargo Securities, LLC
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Co-Managers:
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BB&T Capital Markets,
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a division of BB&T Securities, LLC
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Capital One Securities, Inc.
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Commonwealth Bank of Australia
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KeyBanc Capital Markets Inc.
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National Bank of Canada Financial Inc.
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Scotia Capital (USA) Inc.
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The Huntington Investment Company
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Commonwealth Bank of Australia is not a U.S. registered broker-dealer, and, therefore, will not affect any offers or sales of the Floating Rate Note or the Fixed Rate 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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Junior Co-Managers:
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Apto Partners, LLC
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Samuel A. Ramirez & Company, Inc.
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The Williams Capital Group, L.P.
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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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