Wells Fargo to remarket up to $2.84 billion floating-rate debentures

By Angela McDaniels

Tacoma, Wash., April 27 - Wells Fargo & Co. will try to remarket up to $2.84 billion accreted principal amount of its $3 billion floating-rate convertible senior debentures due 2033 on behalf of participating debenture holders, according to a 424B2 filing with the Securities and Exchange Commission.

The $2.84 billion figure represents the accreted value as of May 1 of $2.74 billion original principal amount of debentures, which are no longer convertible.

Holders of $256.62 million original principal amount of debentures indicated that they do not want to participate in the remarketing.

The debentures began accreting daily at a variable rate on May 1, 2008 when a remarketing reset event occurred. At that time, the yield was reset to 3.55175%.

The yield will be reset again on May 1. Wells Fargo said the reset yield will equal the yield necessary to allow the remarketing agents to remarket all $2.84 billion of the debentures at a price sufficient to provide net proceeds equal to 100% of the debentures' accreted principal amount.

However, if the debentures are not successfully remarketed or if less than $50 million original principal amount of debentures are to be remarketed, the reset yield will be the rate necessary for the debentures to trade at a price equal to their accreted principal amount, the SEC filing stated.

In addition, Wells Fargo will be required to purchase the debentures at 100% of their accreted principal amount if the remarketing is not successful.

Morgan Stanley & Co. Inc. and Goldman, Sachs & Co. are the remarketing agents.

Wells Fargo is a diversfied financial services company based in San Francisco.

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