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) | ||||
Subordinated Medium Term Notes, Series O, Fixed Rate Notes |
$2,000,000,000 | 99.238% | $1,984,760,000 | $199,865.33 | ||||
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(1) | The total registration fee of $199,865.33 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. 17 dated November 9, 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: |
$2,000,000,000 | |||||
Trade Date: | November 9, 2015 | |||||
Original Issue Date (T+5): | November 17, 2015 | |||||
Stated Maturity Date: | November 17, 2045; 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: | 4.90% | |||||
Interest Payment Dates: | Each May 17 and November 17, commencing May 17, 2016, and at maturity | |||||
Price to Public (Issue Price): | 99.238%, plus accrued interest, if any, from November 17, 2015 | |||||
Agent Discount (Gross Spread): |
0.875% | |||||
All-in Price (Net of Agent Discount): |
98.363%, plus accrued interest, if any, from November 17, 2015 | |||||
Net Proceeds: | $1,967,260,000 | |||||
Benchmark: | UST 3.0% due May 15, 2045 | |||||
Benchmark Yield: | 3.099% | |||||
Spread to Benchmark: | +185 basis points | |||||
Re-Offer Yield: | 4.949% | |||||
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 SecuritiesSubordination 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 September 30, 2015, on a non-consolidated basis, Wells Fargo & Company had approximately $87.9 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. | ||||||||
See Description of Notes in the accompanying prospectus supplement and Description of the Debt SecuritiesSubordination in the accompanying prospectus for additional information regarding subordination. | ||||||||
Principal Amount | ||||||||
Agent (Sole Bookrunner): | Wells Fargo Securities, LLC |
$1,890,400,000 | ||||||
Agents (Co-Managers): | BMO Capital Markets Corp. |
10,000,000 | ||||||
Capital One Securities, Inc. |
10,000,000 | |||||||
Comerica Securities, Inc. |
10,000,000 | |||||||
Desjardins Securities Inc. |
10,000,000 | |||||||
Macquarie Capital (USA) Inc. |
10,000,000 | |||||||
Regions Securities LLC |
10,000,000 | |||||||
Scotia Capital (USA) Inc. |
10,000,000 | |||||||
Agents (Junior Co-Managers): | CastleOak Securities, L.P. |
6,600,000 | ||||||
Drexel Hamilton, LLC |
6,600,000 | |||||||
Lebenthal & Co., LLC |
6,600,000 | |||||||
Multi-Bank Securities, Inc. |
6,600,000 | |||||||
Samuel A. Ramirez & Company, Inc. |
6,600,000 | |||||||
The Williams Capital Group, L.P. |
6,600,000 | |||||||
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Total: |
$2,000,000,000 | |||||||
Plan of Distribution: | On November 9, 2015, Wells Fargo & Company agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of 98.363%, plus accrued interest, if any, from November 17, 2015. The purchase price equals the issue price of 99.238% less a discount of 0.875% of the principal amount of the notes. | |||||||
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 |
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broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc. | ||||||
Certain U.S. Federal Income Tax Consequences: |
Pursuant to published guidance by the IRS, withholding on gross proceeds will be delayed until January 1, 2019 rather than January 1, 2017. See Certain U.S. Federal Income Tax ConsiderationsLegislation Affecting the Taxation of Debt Securities, Common Stock and Preferred Stock Held by or through Foreign Entities in the accompanying prospectus for additional information. | |||||
Additional tax considerations are discussed under Certain U.S. Federal Income Tax Considerations in the accompanying prospectus. | ||||||
CUSIP: | 94974BGQ7 |
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