Wells Fargo & Company : Wells Fargo Announces Initial Results And Upsizing Of Pending Tender Offers
06/13/2012| 08:40am US/Eastern
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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tendered and not validly withdrawn.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principal amount of Notes validly tendered and not withdrawn by the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validly withdrawn at or prior to the Early Tender Date will be eligible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
Tender Offer Consideration(1)
Early Tender Payment(2)
Full Tender Offer Consideration(3)
Maximum Tender Amount(4)
Aggregate Principal Amount Tendered
Wells Fargo Bank, N.A.
5.60% Subordinated Notes due 2016(5)
92976GAE1/
US92976GAE17
1
140 bps
0.625% due May 31, 2017
0.737%
$1,092.97
$30.00
$1,122.97
$300,000,000
$230,625,000
Wells Fargo Bank, N.A.
5.75% Subordinated Notes due 2016
94980VAE8/
US94980VAE83
2
145 bps
0.625% due May 31, 2017
0.737%
$1,101.93
$30.00
$1,131.93
$350,000,000
$330,753,000
Wells Fargo Bank, N.A.
Three-Month LIBOR Floating Rate Subordinated Notes
due 2016(5)
92976GAF8/
US92976GAF81
3
$932.50
N/A
N/A
$932.50
$30.00
$962.50
$350,000,000
$343,620,000
Wells Fargo Bank, N.A.
5.00% Subordinated Notes due 2015(5)
92976GAA9/
US92976GAA94*
4
145 bps
0.25% due May 15, 2015
0.398%
$1,065.43
$30.00
$1,095.43
$150,000,000
$91,568,000
Wells Fargo Bank, N.A.
4.75% Subordinated Notes due 2015
94980VAA6/
US94980VAA61
5
135 bps
0.25% due May 15, 2015
0.398%
$1,046.36
$30.00
$1,076.36
$515,000,000
$506,119,000
Wells Fargo Bank, N.A.
4.875% Subordinated Notes due 2015(5)
92976GAD3/
US92976GAD34*
6
135 bps
0.25% due May 15, 2015
0.398%
$1,048.88
$30.00
$1,078.88
$370,000,000
$361,174,000
Wells Fargo Bank, N.A.
Three-Month LIBOR Floating Rate Subordinated Notes
due 2014(5)
92976GAC5/
US92976GAC50*
7
$955.71
N/A
N/A
$955.71
$30.00
$985.71
$75,000,000
$327,967,000
Wells Fargo Bank, N.A.
4.80% Subordinated Notes due 2014(5)
92976GAB7/
US92976GAB77*
8
135 bps
0.25% due May 31, 2014
0.290%
$1,042.28
$30.00
$1,072.28
$75,000,000
$221,297,000
Wells Fargo & Company
4.95% Subordinated Notes due 2013
949746FJ5/
US949746FJ50
9
80 bps
0.25% due May 31, 2014
0.290%
$1,019.68
$30.00
$1,049.68
$400,000,000
$173,224,000
*
Notes of this series are listed on the Luxembourg Stock Exchange.
(1)
Per $1,000 principal amount of Notes validly tendered after the
Early Tender Date but validly tendered at or prior to the Expiration
Date and accepted for purchase, which is equivalent to the Full
Tender Offer Consideration minus the Early Tender Payment.
(2)
Per $1,000 principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Date and accepted
for purchase.
(3)
Per $1,000 principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Date and accepted
for purchase.
(4)
The Maximum Tender Amounts are expressed as an aggregate principal
amount of each series of Notes.
(5)
Notes originally issued by Wachovia Bank, N.A. Subsequent to such
original issuance, Wells Fargo Bank, N.A. became the direct obligor
of such Notes by operation of law.
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 wfc@dfking.com
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.
Wells Fargo & Company Media Ancel Martinez,
415-222-3858 or Investors Jim Rowe, 415-396-8216
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