Wells Fargo launches cash tender offer for $4.5 billion of notes from 11 series

By Marisa Wong

Los Angeles, Jan. 29 – Wells Fargo & Co. announced that indirect wholly owned subsidiary Wells Fargo Securities, LLC has begun cash tender offers to purchase up to $4.5 billion combined aggregate principal amount of securities from 11 series.

Wells Fargo is offering to purchase securities from the following series, listed in order of acceptance priority level:

• $1.2 billion outstanding floating-rate notes due July 26, 2021 (Cusip: 949746SB8) at a fixed price of $1,004.86 per $1,000 principal amount;

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

• $3.75 billion outstanding 2.625% notes due July 22, 2022 (Cusip 95000U2B8), subject to a tender cap of $1,875,000,000, with pricing based on the 0.125% U.S. Treasury due Jan. 31, 2023 and a fixed spread of 0 bps;

• $1.25 billion outstanding floating-rate notes due Jan. 24, 2023 (Cusip: 949746SL6), subject to a tender cap of $625 million, at a fixed price of $1,010.68 per $1,000 principal amount;

• $2.5 billion outstanding 3.5% notes due March 8, 2022 (Cusip: 94974BFC9), subject to a tender cap of $1.25 billion, with pricing based on the 0.125% U.S. Treasury due Jan. 31, 2023 and a fixed spread of 7.5 bps;

• $150 million outstanding floating-rate notes due May 24, 2021 (Cusip: 949746RZ6), subject to a tender cap of $45 million, at a fixed price of $1,002.30 per $1,000 principal amount;

• $200 million outstanding floating-rate notes due Aug. 10, 2021 (Cusip: 949746SF9), subject to a tender cap of $60 million, at a fixed price of $1,004.51 per $1,000 principal amount;

• $3 billion outstanding fixed-to-floating notes due Oct. 30, 2025 (Cusip: 95000U2H5), subject to a tender cap of $300 million, with pricing based on the 0.125% U.S. Treasury due Jan. 15, 2024 and a fixed spread of 65 bps;

• $2.25 billion 3.3% notes due Sept. 9, 2024 (Cusip: 94974BGA2), subject to a tender cap of $225 million, with pricing based on the 0.125% U.S. Treasury due Jan. 15, 2024 and a fixed spread of 45 bps;

• $2.5 billion outstanding 3% notes due Feb. 19, 2025 (Cusip: 94974BGH7), subject to a tender cap of $250 million, with pricing based on the 0.375% U.S. Treasury due Jan. 31, 2026 and a fixed spread of 45 bps; and

• $2 billion outstanding floating-rate notes due Oct. 31, 2023 (Cusip: 949746SJ1), subject to a tender cap of $200 million, at a fixed price of $1,017.38 per $1,000 principal amount.

The total consideration includes an early tender premium of $30 per $1,000 of notes tendered by the early tender deadline at 5 p.m. ET on Feb. 11.

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

Pricing will be set at 10 a.m. ET on Feb. 12.

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

The offer expires at 11:59 p.m. ET on Feb. 26 and is expected to settle on March 2.

Tenders may be withdrawn at any time before 5 p.m. ET on Feb. 11.

Securities may be prorated if the overall tender cap or any series tender sub-cap is exceeded.

Wells Fargo said it may adjust the tender caps but noted that it does not expect to extend the early tender deadline or withdrawal deadline if it updates the caps.

The offers are 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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