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WFC Wells Fargo & Co.

Filed: 26 Jan 21, 10:39am

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 26, 2021

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware 001-2979 No. 41-0449260

(State or other jurisdiction

of incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

420 Montgomery Street, San Francisco, California 94104

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 1-866-249-3302

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class  Trading
Symbol
  Name of Each Exchange
on Which Registered

Common Stock, par value $1-2/3

  WFC  New York Stock Exchange
(NYSE)

7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L

  WFC.PRL  NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series N

  WFC.PRN  NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series O

  WFC.PRO  NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series P

  WFC.PRP  NYSE

Depositary Shares, each representing a 1/1000th interest in a share of 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series Q

  WFC.PRQ  NYSE

Depositary Shares, each representing a 1/1000th interest in a share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series R

  WFC.PRR  NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series W

  WFC.PRW  NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series X

  WFC.PRX  NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y

  WFC.PRY  NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z

  WFC.PRZ  NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA

  WFC.PRA  NYSE

Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities of Wachovia Capital Trust III

  WFC/TP  NYSE

Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC

  WFC/28A  NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐                                

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 8.01.   Other Events

On January 26, 2021, Wells Fargo & Company (the “Company”), as successor to Wachovia Corporation, and The Bank of New York Mellon, as successor to The First National Bank of Chicago, entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to and for the benefit of the holders of the Floating Rate Junior Subordinated Deferrable Interest Debentures due January 15, 2027 providing that the Company will repurchase or redeem the 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB (the “Series BB Preferred Stock”) only if and to the extent that the total redemption or repurchase price of the shares of the Series BB Preferred Stock is equal to or less than the New Equity Amount (as defined in the Third Supplemental Indenture) as of the date of redemption or repurchase. A copy of the Third Supplemental Indenture is filed herewith as Exhibit 4.1 and incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits

On January 26, 2021, the Company sold 3,510,000 Depositary Shares (the “Depositary Shares”), each Depositary Share representing a 1/25th interest in a share of the Company’s Series BB Preferred Stock. Exhibits are filed herewith in connection with the Registration Statement on Form S-3, as amended (File No. 333-236148) filed by the Company with the Securities and Exchange Commission. The following documents are being filed with this report on Form 8-K: (i) Underwriting Agreement, dated January 19, 2021, among the Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein; (ii) Deposit Agreement dated as of January 26, 2021 among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of Depositary Receipts; (iii) form of Depositary Receipt; and (iv) opinions with respect the Series BB Preferred Stock, Deposit Agreement, and Depositary Receipts.

(d)             Exhibits

 

Exhibit No.  Description  Location   
1.1  

Underwriting Agreement, dated as of January 19, 2021, among Wells Fargo & Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein.

  Filed herewith  
4.1  

Third Supplemental Indenture, dated as of January 26, 2021, to Junior Subordinated Indenture, dated as of January 31, 1997, between Wells Fargo & Company as issuer, and The Bank of New York Mellon as Trustee.

  Filed herewith  
4.2  

Deposit Agreement, dated as of January 26, 2021, among Wells Fargo & Company, Equiniti Trust Company, as depositary, and the holders from time to time of Depositary Receipts.

  Filed herewith  
4.3  

Form of Depositary Receipt.

  

Included as part of

Exhibit 4.2

  
5.1  

Opinion of Richards, Layton & Finger, P.A. regarding the Series BB Preferred Stock.

  Filed herewith  
5.2  

Opinion of Faegre Drinker Biddle & Reath LLP regarding the Deposit Agreement and the Depositary Receipts.

  Filed herewith  
23.1  

Consent of Richards, Layton & Finger, P.A.

  

Included as part of

Exhibit 5.1

  


23.2  

Consent of Faegre Drinker Biddle & Reath LLP.

  

Included as part of

Exhibit 5.2

  
104  

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

  Filed herewith  

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   WELLS FARGO & COMPANY 
DATED: January 26, 2021   /s/ Bryant Owens                                             
   Bryant Owens 
   Senior Vice President and Assistant Treasurer