Wells Fargo accepts $6.4 billion of notes from five series under tender offers for 11 series

By Taylor Fox

New York, March 1 – Wells Fargo & Co. announced the final results of indirect wholly owned subsidiary Wells Fargo Securities, LLC’s cash tender offers to purchase 11 series of notes, according to a news release.

As of the 11:59 p.m. ET Feb. 26 expiration time, Wells Fargo will accept for purchase $6.4 billion of securities, the maximum tender amount.

Wells Fargo will pay aggregate total consideration and late tender offer consideration of $6,567,474,217 for the securities, plus interest to but excluding the settlement date of March 2.

Wells Fargo accepted for purchase securities according to acceptance priority level and, because the offer was oversubscribed, some series on a pro rata basis.

Specifically, Wells Fargo accepted the following tendered securities, with the securities listed in order of acceptance priority level and with pricing per $1,000 principal amount:

• All of the $562,424,000 tendered of the $1.2 billion outstanding floating-rate notes due July 26, 2021 (Cusip: 949746SB8) at a fixed price of $1,004.86;

• All of the $2,323,014,000 tendered of the $3.75 billion outstanding 3.069% notes due Jan. 24, 2023 (Cusip: 949746SK8) at a price of $1,025.98, calculated based on the 0.125% U.S. Treasury due Jan. 31, 2023 and a fixed spread of 5 basis points;

• All of the $2,055,332,000 tendered of the $3.75 billion outstanding 2.625% notes due July 22, 2022 (Cusip 95000U2B8), at a price of $1,034.88, based on the 0.125% U.S. Treasury due Jan. 31, 2023 and a fixed spread of 0 bps;

• All of the $680,228,000 tendered of the $1.25 billion outstanding floating-rate notes due Jan. 24, 2023 (Cusip: 949746SL6) at a fixed price of $1,010.68;

• $799,002,000 of the $939,220,000 tendered, using a proration factor of about 83%, of the $2.5 billion outstanding 3.5% notes due March 8, 2022 (Cusip: 94974BFC9). The series was subject to a tender cap of $1.25 billion, and the purchase price is $1,033.64, based on the 0.125% U.S. Treasury due Jan. 31, 2023 and a fixed spread of 7.5 bps;

• None of the $150 million outstanding floating-rate notes due May 24, 2021 (Cusip: 949746RZ6), for which no tenders were received. The series was subject to a tender cap of $45 million, and the purchase price was fixed at $1,002.30;

• None of the $200 million outstanding floating-rate notes due Aug. 10, 2021 (Cusip: 949746SF9), for which no tenders were received. The series was subject to a tender cap of $60 million, and the purchase price was fixed at $1,004.51;

• None of the $395,169,000 tendered of the $3 billion outstanding fixed-to-floating notes due Oct. 30, 2025 (Cusip: 95000U2H5). The series was subject to a tender cap of $300 million. The purchase price was calculated as $1,056.56, based on the 0.125% U.S. Treasury due Jan. 15, 2024 and a fixed spread of 65 bps;

• None of the $508,433,000 tendered of the $2.25 billion 3.3% notes due Sept. 9, 2024 (Cusip: 94974BGA2). The series was subject to a tender cap of $225 million, and the purchase price was set at $1,092.64, based on the 0.125% U.S. Treasury due Jan. 15, 2024 and a fixed spread of 45 bps;

• None of the $522,077,000 tendered of the $2.5 billion outstanding 3% notes due Feb. 19, 2025 (Cusip: 94974BGH7). The series was subject to a tender cap of $250 million, and the purchase price was set at $1,080.21, based on the 0.375% U.S. Treasury due Jan. 31, 2026 and a fixed spread of 45 bps; and

• None of the $390,029,000 tendered of the $2 billion outstanding floating-rate notes due Oct. 31, 2023 (Cusip: 949746SJ1). The series was subject to a tender cap of $200 million, and the purchase price was fixed at $1,017.38.

As previously reported, as of the 5 p.m. ET Feb. 11 early tender deadline, $8,347,255,000 of the notes had been tendered and not validly withdrawn.

Wells Fargo previously eliminated the tender cap for its 2.625% notes due July 22, 2022 and the floating-rate notes due Jan. 24, 2023.

The total consideration includes an early tender premium of $30 per $1,000 of notes tendered by the early tender deadline.

Holders who tendered after the early deadline are only be eligible to receive the tender offer consideration, which is the total consideration less the early tender premium.

In addition, the company will pay accrued interest to but excluding the settlement date.

The offers were not conditioned on the tender of any minimum amount of securities.

D.F. King & Co., Inc. (212 269-5550 for banks and brokers or 877 283-0318 for all others, wfc@dfking.com) is the tender agent and information agent.

Questions about the offers may be directed to Wells Fargo Securities (704 410-4759, 866 309-6316 or liabilitymanagement@wellsfargo.com).

The financial services company is based in San Francisco.

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