Wells Fargo to Liquidate Wells Fargo Capital X & First Union Capital II Resulting in the Cancellation of Capital Securities &...
February 28 2020 - 3:15PM
Business Wire
Wells Fargo & Company (NYSE: WFC) today announced that on
March 30, 2020 (the “Liquidation Date”) (i) Wells Fargo Capital X
will be liquidated, the 5.95% Capital Securities (the “Wells Fargo
Capital Securities”) and the 5.95% Common Securities (the “Wells
Fargo Common Securities”) issued by Wells Fargo Capital X will be
cancelled, and the 5.95% Capital Efficient Notes due 2086 (the
“Debentures due 2086”) issued by Wells Fargo & Company and
currently held by Wells Fargo Capital X will be distributed pro
rata to the holders of the Wells Fargo Capital Securities and Wells
Fargo Common Securities, all in accordance with the amended and
restated declaration of trust and trust agreement of Wells Fargo
Capital X, and (ii) First Union Capital II will be liquidated, the
7.95% Capital Securities, Series A (the “First Union Capital
Securities” and, together with the Wells Fargo Capital Securities,
the “Capital Securities”) and the 7.95% Common Securities (the
“First Union Common Securities” and, together with the Wells Fargo
Common Securities, the “Common Securities”) issued by First Union
Capital II will be cancelled, and the 7.95% Junior Subordinated
Deferrable Interest Debentures, Series B Due November 15, 2029 (the
“Debentures due 2029” and, together with the Debentures due 2086,
the “Debentures”) issued by Wells Fargo & Company, as successor
to First Union Corporation, and currently held by First Union
Capital II will be distributed pro rata to the holders of the First
Union Capital Securities and First Union Common Securities, all in
accordance with the amended and restated trust agreement of First
Union Capital II.
On the Liquidation Date, each $1,000 in liquidation amount of
the Capital Securities will be exchanged for $1,000 principal
amount of the corresponding series of Debentures, and the principal
amount of the Debentures that is distributed to Wells Fargo &
Company, as the holder of Common Securities, will be extinguished.
The following table sets forth information concerning the Capital
Securities that will be cancelled, and the corresponding Debentures
that will be exchanged for those Capital Securities, on the
Liquidation Date.
Capital Securities
CUSIP
Debentures
CUSIP
Wells Fargo Capital X 5.95% Capital
Securities
94978SAA7
Wells Fargo & Company 5.95% Capital
Efficient Notes due 2086
949746NL1
First Union Capital II 7.95% Capital
Securities, Series A
33735YAA6
Wells Fargo & Company 7.95% Junior
Subordinated Deferrable Interest Debentures, Series B Due November
15, 2029
949746TB7
No action by the holders of the Capital Securities is required
in order to effect the cancellation of the Capital Securities and
the distribution of the Debentures. The exchange of the Wells Fargo
Capital Securities for the Debentures due 2086 will be effected by
The Bank of New York Mellon Trust Company, N.A., as the property
trustee for Wells Fargo Capital X and as the trustee under the
indenture pursuant to which the Debentures due 2086 were issued,
through the facilities and following the procedures of The
Depository Trust Company. The exchange of the First Union Capital
Securities for the Debentures due 2029 will be effected by
Wilmington Trust Company, as the property trustee for First Union
Capital II and as the trustee under the indenture pursuant to which
the Debentures due 2029 were issued, through the facilities and
following the procedures of The Depository Trust Company.
The next scheduled interest payment on each series of Debentures
after the Liquidation Date will include any accrued and unpaid
distributions on the corresponding series of Capital
Securities.
About Wells Fargo
Wells Fargo & Company (NYSE: WFC) is a diversified,
community-based financial services company with $1.9 trillion in
assets. Wells Fargo’s vision is to satisfy our customers’ financial
needs and help them succeed financially. Founded in 1852 and
headquartered in San Francisco, Wells Fargo provides banking,
investment and mortgage products and services, as well as consumer
and commercial finance, through 7,400 locations, more than 13,000
ATMs, the internet (wellsfargo.com) and mobile banking, and has
offices in 32 countries and territories to support customers who
conduct business in the global economy. With approximately 260,000
team members, Wells Fargo serves one in three households in the
United States. Wells Fargo & Company was ranked No. 29 on
Fortune’s 2019 rankings of America’s largest corporations.
Cautionary Statement about Forward-Looking Statements
This news release contains forward-looking statements about our
future financial performance and business. Because forward-looking
statements are based on our current expectations and assumptions
regarding the future, they are subject to inherent risks and
uncertainties. Do not unduly rely on forward-looking statements as
actual results could differ materially from expectations.
Forward-looking statements speak only as of the date made, and we
do not undertake to update them to reflect changes or events that
occur after that date. For information about factors that could
cause actual results to differ materially from our expectations,
refer to our reports filed with the Securities and Exchange
Commission, including the discussion under “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2019,
available on its website at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20200228005513/en/
Media Ancel Martinez, 415-222-3858
Ancel.Martinez@wellsfargo.com
Investor Relations John Campbell, 415-396-0523
John.M.Campbell@wellsfargo.com
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