Filed Pursuant to Rule 424(b)(2)
File No. 333-195697
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| Title of Each Class of Securities Offered |
Amount to be Registered |
Maximum Offering Price Per Security |
Maximum Aggregate Offering Price |
Amount of Registration Fee(1) | ||||
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| Medium Term Notes, Series N, Fixed Rate Notes |
$2,000,000,000 | 99.864% | $1,997,280,000 | $232,083.94 | ||||
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| (1) | The total registration fee of $232,083.94 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. 7 dated January 26, 2015
(to Prospectus Supplement dated May 30, 2014
and Prospectus dated May 5, 2014)
WELLS FARGO & COMPANY
Medium-Term Notes, Series N
Fixed Rate Notes
| Aggregate Principal Amount Offered: |
$2,000,000,000 | |||
| Trade Date: | January 26, 2015 | |||
| Original Issue Date (T+5): | February 2, 2015 | |||
| Stated Maturity Date: | January 30, 2020; 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: | 2.15% | |||
| Interest Payment Dates: | Each January 30 and July 30, commencing July 30, 2015, and at maturity | |||
| Price to Public (Issue Price): | 99.864%, plus accrued interest, if any, from February 2, 2015 | |||
| Agent Discount (Gross Spread): |
0.35% | |||
| All-in Price (Net of Agent Discount): |
99.514%, plus accrued interest, if any, from February 2, 2015 | |||
| Net Proceeds: | $1,990,280,000 | |||
| Benchmark: | UST 1.625% due December 31, 2019 | |||
| Benchmark Yield: | 1.329% | |||
| Spread to Benchmark: | +85 basis points | |||
| Re-Offer Yield: | 2.179% | |||
| Redemption: | The notes are not redeemable at the option of Wells Fargo & Company | |||
| Listing: | None | |||
| Principal Amount | ||||||
| Agent (Sole Bookrunner): | Wells Fargo Securities, LLC |
$ 1,800,000,000 | ||||
| Agents (Senior Co-Managers): | ABN AMRO Securities (USA) LLC |
20,000,000 | ||||
| BB&T Capital Markets, |
20,000,000 | |||||
| BNY Mellon Capital Markets, LLC |
20,000,000 | |||||
| Comerica Securities, Inc. |
20,000,000 | |||||
| Fifth Third Securities, Inc. |
20,000,000 | |||||
| HSBC Securities (USA) Inc. |
20,000,000 | |||||
| National Bank of Canada Financial Inc. |
20,000,000 | |||||
| Skandinaviska Enskilda Banken AB (publ) |
20,000,000 | |||||
| Agents (Junior Co-Managers): | Apto Partners, LLC |
10,000,000 | ||||
| Blaylock Beal Van, LLC |
10,000,000 | |||||
| Lebenthal & Co., LLC |
10,000,000 | |||||
| MFR Securities, Inc. |
10,000,000 | |||||
| Total: |
$ 2,000,000,000 | |||||
| Plan of Distribution: | On January 26, 2015, Wells Fargo & Company agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of 99.514%, plus accrued interest, if any, from February 2, 2015. The purchase price equals the issue price of 99.864% less a discount of 0.35% of the principal amount of the notes. |
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| Skandinaviska Enskilda Banken AB (publ) is not a U.S. registered broker-dealer, and will not effect any offers or sales of any notes in the United States or to any U.S. persons unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA and applicable U.S. law. |
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| Certain U.S. Federal Income Tax Consequences: |
Tax considerations are discussed under “Certain U.S. Federal Income Tax Considerations” in the accompanying prospectus. |
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| CUSIP: | 94974BGF1 |
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