SAN FRANCISCO - June 13, 2012
Wells Fargo & Company (NYSE: WFC) and Wells Fargo Bank, National Association announced today the early tender results for the previously announced tender offers (the “Offers”) which commenced on May 30, 2012 to purchase for cash up to $2 billion aggregate principal amount (the “Tender Cap”) of the outstanding debt securities (the “Notes” and each a “series” of Notes) listed in the table below. In addition, Wells Fargo & Company and Wells Fargo Bank, National Association have amended the Offers to increase (i) the Tender Cap from $2 billion to $2.2 billion and (ii) the maximum tender amounts in respect of the Three-Month LIBOR Floating Rate Notes due 2016 from $225,000,000 to $350,000,000, the 4.75% Subordinated Notes due 2015 from $375,000,000 to $515,000,000, and the 4.875% Subordinated Notes due 2015 from $240,000,000 to $370,000,000. All other terms of the Offers, as previously announced, remain unchanged. The Offers are being made solely pursuant to the Offer to Purchase dated May 30, 2012 (the “Offer to Purchase”).
As of the previously announced early tender date and time of 5:00 p.m., New York City time, on June 12, 2012 (the “Early Tender Date”), $2,586,347,000 aggregate principal amount of Notes had been validly tendered and not validly withdrawn. The final results of the Offers will not be available until after the Offers expire at 12:00 midnight, New York City time, on the night of June 26, 2012, unless extended (such date and time, as the same may be extended, the “Expiration Date”).
The table below sets forth, for each series of Notes, among other things, the Full Tender Offer Consideration (as defined below), the Tender Offer Consideration (as defined below) and the aggregate principal amount of Notes validly tendered and not withdrawn by the Early Tender Date.
Registered holders of Notes (the “Holders”) validly tendered and not validly withdrawn at or prior to the Early Tender Date will be eligible to receive the “Full Tender Offer Consideration” listed in the table below. Holders who validly tender Notes after such time but at or prior to the Expiration Date will be eligible to receive the “Tender Offer Consideration” listed in the table below. Withdrawal rights for the Offers expired June 12, 2012 at 5:00 p.m., New York City time. Payments for Notes purchased will include accrued and unpaid interest on the tendered Notes accepted for purchase from and including the last interest payment date applicable to such Notes to, but not including, the settlement date, expected to be on June 28, 2012, unless extended.
As further explained in the Offer to Purchase, Wells Fargo & Company and Wells Fargo Bank, National Association will, subject to the terms and conditions of the Offers, accept for purchase Notes in accordance with the “Acceptance Priority Levels” set forth in the table below. If there are sufficient remaining funds to purchase some, but not all, of the Notes of a particular series based on the applicable Acceptance Priority Level, the amount of Notes of that series purchased will be prorated as further described in the Offer to Purchase.
|Obligor||Title of Security||CUSIP Number/ISIN||Acceptance Priority Level||Fixed Spread (Basis Points)/ Fixed Price||U.S. Treasury Reference Security||Reference Yield|
|Wells Fargo Bank, N.A.||5.60% Subordinated Notes due 2016||92976GAE1/ US92976GAE17||1||140 bps||0.625% due May 31, 2017||0.737%|
|Wells Fargo Bank, N.A.||5.75% Subordinated Notes due 2016||94980VAE8/ US94980VAE83||2||145 bps||0.625% due May 31, 2017||0.737%|
|Wells Fargo Bank, N.A.||Three-Month LIBOR Floating Rate Subordinated Notes due 2016||92976GAF8/ US92976GAF81||3||$932.50||N/A||N/A|
|Wells Fargo Bank, N.A.||5.00% Subordinated Notes due 2015||92976GAA9/ US92976GAA94*||4||145 bps||0.25% due May 15, 2015||0.398%|
|Wells Fargo Bank, N.A.||4.75% Subordinated Notes due 2015||94980VAA6/ US94980VAA61||5||135 bps||0.25% due May 15, 2015||0.398%|
|Wells Fargo Bank, N.A.||4.875% Subordinated Notes due 2015||92976GAD3/ US92976GAD34*||6||135 bps||0.25% due May 15, 2015||0.398%|
|Wells Fargo Bank, N.A.||Three-Month LIBOR Floating Rate Subordinated Notes due 2014(5)||92976GAC5/ US92976GAC50*||7||$955.71||N/A||N/A|
|Wells Fargo Bank, N.A.||4.80% Subordinated Notes due 2014||92976GAB7/ US92976GAB77*||8||135 bps||0.25% due May 31, 2014||0.290%|
|Wells Fargo & Company||4.95% Subordinated Notes due 2013||949746FJ5/ US949746FJ50||9||80 bps||0.25% due May 31, 2014||0.290%|
|Title of Security||Tender Offer Consideration||Early Tender Payment||Full Tender Offer Consideration||Maximum Tender Amount||Aggregate Principal Amount Tendered|
|5.60% Subordinated Notes due 2016||$1,092.97||$30.00||$1,122.97||$300,000,000||$230,625,000|
|5.75% Subordinated Notes due 2016||$1,101.93||$30.00||$1,131.93||$350,000,000||$330,753,000|
|Three-Month LIBOR Floating Rate Subordinated Notes due 2016||$932.50||$30.00||$962.50||$350,000,000||$343,620,000|
|5.00% Subordinated Notes due 2015||$1,065.43||$30.00||$1,095.43||$150,000,000||$91,568,000|
|4.75% Subordinated Notes due 2015||$1,046.36||$30.00||$1,076.36||$515,000,000||506,119,000|
|4.875% Subordinated Notes due 2015||$1,048.88||$30.00||$1,078.88||$370,000,000||$361,174,000|
|Three-Month LIBOR Floating Rate Subordinated Notes due 2014(5)||$955.71||$30.00||$985.71||$75,000,000||$327,967,000|
|4.80% Subordinated Notes due 2014||$1,042.28||$30.00||$1,072.28||$75,000,000||$221,297,000|
|4.95% Subordinated Notes due 2013||$1,019.68||$30.00||$1,049.68||$400,000,000||$173,224,000|
This press release is neither an offer to purchase, nor a solicitation of an offer to sell, any securities. Wells Fargo & Company and Wells Fargo Bank, National Association are making the Offers only by, and pursuant to the terms and conditions of, the Offer to Purchase. The offers are not being made to, and any offers or tenders of Notes will not be accepted from, or on behalf of, Holders of Notes in any jurisdiction in which the making of the Offers would not be in compliance with the laws or regulations of such jurisdiction. This announcement is not for distribution into Italy. The making of the Offers is restricted by law, including, but not limited to, the laws of member states of the European Economic area. The complete terms and conditions of the Offers are set forth in the Offer to Purchase and related letter of transmittal that were previously furnished to Holders. Holders are urged to read the tender offer documents carefully. Copies of these documents may be obtained from the information agent for the Offers, D.F. King & Co., Inc., at (800) 949-2583 (US toll-free) and (212) 269-5550 (collect) and at firstname.lastname@example.org or from the Dealer Manager, Wells Fargo Securities, LLC, at (866) 309-6316 (US toll-free) and (704) 715-8341 (collect).
About Wells Fargo
Wells Fargo & Company (NYSE: WFC) is a nationwide, diversified, community-based financial services company with $1.3 trillion in assets. Founded in 1852 and headquartered in San Francisco, Wells Fargo provides banking, insurance, investments, mortgage, and consumer and commercial finance through more than 9,000 stores, 12,000 ATMs, the Internet (wellsfargo.com), and other distribution channels across North America and internationally. With more than 270,000 team members, Wells Fargo serves one in three households in America. Wells Fargo & Company was ranked No. 26 on Fortune’s 2012 rankings of America’s largest corporations. Wells Fargo’s vision is to satisfy all our customers’ financial needs and help them succeed financially.