The Floating Rate Notes due July 26, 2021; the Floating Rate Notes due Jan. 24, 2023; the Floating Rate Notes due May 24, 2021; the Floating Rate Notes due Aug. 10, 2021; and the Floating Rate Notes due Oct. 31, 2023 are referred to collectively as the “Fixed Price Securities.” The applicable total consideration offered per $1,000 principal amount of each series of Fixed Price Securities validly tendered by the Early Tender Deadline and accepted for purchase pursuant to the applicable Offer is the amount set forth in the table above under the heading “Fixed Price” for the corresponding Fixed Price Securities (the “Fixed Price Total Consideration,” and together with the Fixed Spread Total Consideration, the “Total Consideration”). Today’s pricing had no impact on the Fixed Price Total Consideration.
Holders of Securities that are validly tendered after the Early Tender Deadline, but before 11:59 p.m., New York City time, on Feb. 26, 2021 (such date and time as the same may be extended, the “Expiration Date”), and that are accepted for purchase will receive only the applicable Total Consideration minus the applicable Early Tender Premium. The Fixed Price Total Consideration minus the Early Tender Premium is the “Late Fixed Price Tender Offer Consideration,” and the Fixed Spread Total Consideration minus the Early Tender Premium is referred to as the “Late Fixed Spread Tender Offer Consideration.” The Late Fixed Price Tender Offer Consideration and the Late Fixed Spread Tender Offer Consideration are referred to collectively as the “Late Tender Offer Consideration.”
In addition, to the applicable Total Consideration or the applicable Late Tender Offer Consideration, holders whose Securities are purchased in the Offers will receive accrued and unpaid interest in respect of their purchased Securities from the last interest payment date for such Series of Securities to, but not including, the Settlement Date for such Series of Securities, payable on the Settlement Date. The Settlement Date is currently expected to be March 2, 2021.
The Offers are being made pursuant to the Offer to Purchase, as amended by the Amendment, and are limited to the Maximum Tender Amount, subject to the Tender Caps, as applicable, and the Acceptance Priority Levels, as set forth in the table above, as well as proration procedures, as applicable. Wells Fargo Securities refers investors to the Offer to Purchase for the complete terms of the Offers, as amended by the Amendment. Wells Fargo Securities currently expects to accept for purchase 100% of the Securities validly tendered and not validly withdrawn for the Securities listed in the table above at Acceptance Priority Levels 1-4 and to accept Securities validly tendered and not validly withdrawn for the Securities listed in the table above at Acceptance Priority Level 5 on a pro rata basis. Wells Fargo Securities will determine the applicable proration factor as soon as practicable after the Expiration Date, and Wells Fargo & Company will announce the results of proration by press release. The principal amount of each Series of Securities listed in the table above at Acceptance Priority Levels 1-5 that are ultimately accepted for purchase will depend upon whether holders tender additional Securities after the Early Tender Deadline. Wells Fargo Securities does not expect to accept for purchase any of the Securities listed above at Acceptance Priority Levels 6-11. The Securities not accepted for purchase will be promptly credited after the Expiration Date to the account of the registered holder of such Securities with the Depository Trust Company.
Securities tendered may no longer be withdrawn, except where additional withdrawal rights are required by law. There are no guaranteed delivery procedures in respect of the Offers.
The Offers are conditioned upon the satisfaction of certain customary conditions described in the Offer to Purchase. The Offers are not conditioned upon the tender of any minimum principal amount of Securities. Subject to applicable law, Wells Fargo Securities may, in its sole discretion, waive any condition applicable to an Offer. Wells Fargo Securities may extend, terminate, withdraw, or otherwise amend an offer. Under certain conditions and as more fully described in the Offer to Purchase, Wells Fargo Securities may terminate an Offer before the Expiration Date.
The Offers are open to all registered holders of Securities. A beneficial owner of Securities that are held of record by a broker, dealer, commercial bank, trust company, or other nominee (each, a “Custodian”) must instruct such Custodian to tender such Securities on the beneficial owner’s behalf in a timely manner. Beneficial owners should be aware that a Custodian may establish its own earlier deadline for participation in an Offer.
3 Feb. 12, 2021 | News Release
