Filed Pursuant to Rule 424(b)(2)
File No. 333-195697
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Title of Each Class of Securities Offered |
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Amount to be Registered |
Maximum Offering Price Per Security |
Maximum Aggregate Offering Price |
Amount of Registration Fee(1) | ||||
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Subordinated Medium Term Notes, Series O, Fixed Rate Notes |
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$2,500,000,000 | 99.620% | $2,490,500,000 | $289,396.10 | ||||
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| (1) | The total registration fee of $289,396.10 is calculated in accordance with Rule 457(r) of the Securities Act of 1933 (the “Securities Act”) and will be paid by wire transfer within the time required by Rule 456(b) of the Securities Act. |
Pricing Supplement No. 15 dated July 15, 2015
(to Prospectus Supplement dated May 30, 2014
and Prospectus dated May 5, 2014)
WELLS FARGO & COMPANY
Subordinated Medium-Term Notes, Series O
Fixed Rate Notes
| Aggregate Principal Amount Offered: |
$2,500,000,000 | |||
| Trade Date: | July 15, 2015 | |||
| Original Issue Date (T+5): | July 22, 2015 | |||
| Stated Maturity Date: | July 22, 2027; on the stated maturity date, the holders of the notes will be entitled to receive a cash payment in U.S. dollars equal to 100% of the principal amount of the notes plus any accrued and unpaid interest | |||
| Interest Rate: | 4.30% | |||
| Interest Payment Dates: | Each January 22 and July 22, commencing January 22, 2016, and at maturity | |||
| Price to Public (Issue Price): | 99.620%, plus accrued interest, if any, from July 22, 2015 | |||
| Agent Discount (Gross Spread): |
0.450% | |||
| All-in Price (Net of Agent Discount): |
99.170%, plus accrued interest, if any, from July 22, 2015 | |||
| Net Proceeds: | $2,479,250,000 | |||
| Benchmark: | UST 2.125% due May 15, 2025 | |||
| Benchmark Yield: | 2.341% | |||
| Spread to Benchmark: | +200 basis points | |||
| Re-Offer Yield: | 4.341% | |||
| Redemption: | The notes are not redeemable at the option of Wells Fargo & Company | |||
| Listing: | None | |||
| Subordination: | The notes will rank equally with all of our other subordinated notes and, together with such other subordinated notes, will be | |||
| subordinated to all of our existing and future Senior Debt, as defined under “Description of Debt Securities—Subordination” in the accompanying prospectus. In addition, holders of the notes may be fully subordinated to interests held by the U.S. government in the event we enter into a receivership, insolvency, liquidation or similar proceeding. As of March 31, 2015, on a non-consolidated basis, Wells Fargo & Company had approximately $76.4 billion of Senior Debt outstanding, excluding obligations under letters of credit, guarantees, foreign exchange contracts and interest rate swap contracts. In addition, Wells Fargo & Company was obligated on such date under letters of credit, guarantees, foreign exchange contracts and interest rate swap contracts to which the notes will be subordinated pursuant to the terms of the subordinated indenture. |
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| See “Description of Notes” in the accompanying prospectus supplement and “Description of the Debt Securities—Subordination” in the accompanying prospectus for additional information regarding subordination. |
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| Principal Amount | ||||||
| Agent (Sole Bookrunner): | Wells Fargo Securities, LLC |
$2,300,000,000 | ||||
| Agents (Senior Co-Managers): | ANZ Securities, Inc. |
25,000,000 | ||||
| TD Securities (USA) LLC |
25,000,000 | |||||
| Agents (Co-Managers): | BB&T Capital Markets, a division of BB&T Securities, LLC |
12,500,000 | ||||
| Capital One Securities, Inc. |
12,500,000 | |||||
| Credit Agricole Securities (USA) Inc. |
12,500,000 | |||||
| Desjardins Securities Inc. |
12,500,000 | |||||
| ING Financial Markets LLC |
12,500,000 | |||||
| National Bank of Canada Financial Inc. |
12,500,000 | |||||
| RBS Securities Inc. |
12,500,000 | |||||
| Santander Investment Securities Inc. |
12,500,000 | |||||
| Agents (Junior Co-Managers): | CastleOak Securities, L.P. |
12,500,000 | ||||
| Loop Capital Markets LLC |
12,500,000 | |||||
| Samuel A. Ramirez & Company, Inc. |
12,500,000 | |||||
| The Williams Capital Group, L.P. |
12,500,000 | |||||
| Total: |
$2,500,000,000 | |||||
| Plan of Distribution: | On July 15, 2015, Wells Fargo & Company agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of 99.170%, plus accrued interest, if any, from July 22, 2015. The purchase price equals the issue price of 99.620% less a discount of 0.450% of the principal amount of the notes. |
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| Desjardins Securities Inc. is not a U.S. registered broker-dealer, and, therefore, will not affect any offers or sales of any notes in the United States or will do so only through one or more registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc. | ||||
| Certain U.S. Federal Income Tax Consequences: |
Tax considerations are discussed under “Certain U.S. Federal Income Tax Considerations” in the accompanying prospectus. | |||
| CUSIP: | 94974BGL8 | |||
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