UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 31, 2012
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-2979 | No. 41-0449260 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
420 Montgomery Street, San Francisco, California |
94104 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 1-866-249-3302
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 9.01. Financial Statements and Exhibits
Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-180728) filed by Wells Fargo & Company with the Securities and Exchange Commission.
On August 31, 2012, Wells Fargo & Company issued the following Medium-Term Notes, Series K: (i) Securities Linked to the S&P 500® Index due August 31, 2027 and (ii) Notes due August 31, 2027 (collectively, the Notes).
The purpose of this Current Report is to file with the Securities and Exchange Commission the form of Note related to each issuance, the opinion of Faegre Baker Daniels LLP regarding the Notes and the opinion of Sullivan & Cromwell LLP, Wells Fargo & Companys special tax counsel, regarding the Notes.
(d) | Exhibits |
4.1 | Form of Medium-Term Notes, Series K, Securities Linked to the S&P 500® Index due August 31, 2027. |
4.2 | Form of Medium-Term Notes, Series K, Notes due August 31, 2027. |
5.1 | Opinion of Faegre Baker Daniels LLP regarding the Notes. |
8.1 | Opinion of Sullivan & Cromwell LLP regarding the Notes. |
23.1 | Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1). |
23.2 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 8.1). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WELLS FARGO & COMPANY | ||
DATED: August 31, 2012 | /s/ Timothy J. Sloan | |
Timothy J. Sloan | ||
Senior Executive Vice President and | ||
Chief Financial Officer |
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Index to Exhibits
Exhibit No. | Description | Method of Filing | ||
4.1 | Form of Medium-Term Notes, Series K, Securities Linked to the S&P 500® Index due August 31, 2027. |
Electronic Transmission | ||
4.2 | Form of Medium-Term Notes, Series K, Notes due August 31, 2027. | Electronic Transmission | ||
5.1 | Opinion of Faegre Baker Daniels LLP regarding the Notes. | Electronic Transmission | ||
8.1 | Opinion of Sullivan & Cromwell LLP regarding the Notes. | Electronic Transmission | ||
23.1 | Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1). | |||
23.2 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 8.1). |
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Exhibit 4.1
[Face of Note]
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
CUSIP NO. 94986RLC3 | FACE AMOUNT: $ | |
REGISTERED NO. |
WELLS FARGO & COMPANY
MEDIUM-TERM NOTE, SERIES K
Due Nine Months or More From Date of Issue
Securities Linked to the S&P 500® Index
due August 31, 2027
WELLS FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the Company, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, an amount equal to the Redemption Amount (as defined below), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, on the Stated Maturity Date (as defined below) and to pay interest on the Face Amount of this Security on the Contingent Coupon Payment Dates specified herein at the Contingent Coupon Rate specified herein if, and only if, the Closing Level (as defined below) of the Index (as defined below) on the Calculation Day (as defined below) related to the Contingent Coupon Payment Date is greater than or equal to the Threshold Level (as defined below). The Initial Stated Maturity Date shall be August 31, 2027. If no Market Disruption Event (as defined below) occurs or is continuing with respect to the Index on the final scheduled Calculation Day, the Initial Stated Maturity Date will be the Stated Maturity Date. If a Market Disruption Event occurs or is continuing with respect to the Index on the final scheduled Calculation Day, the Stated Maturity Date shall be the later of (i) three Business Days after the postponed final Calculation Day and (ii) the Initial Stated Maturity Date. Business Day shall mean a day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York.
Face Amount shall mean, when used with respect to this Security, the amount set forth on the face of this Security as its Face Amount.
Payment of Interest and the Redemption Amount
The Company shall pay interest on this Security on a Contingent Coupon Payment Date at the Contingent Coupon Rate if, and only if, the Closing Level of the Index on the related Calculation Day is greater than or equal to the Threshold Level. The Contingent Coupon Payment Dates shall be the last Business Day of each month, commencing September 2012, except that the last Contingent Coupon Payment Date shall be the Stated Maturity Date. If a Market Disruption Event occurs or is continuing on the related Calculation Day, the Contingent Coupon Payment Date shall be postponed until the later of (i) the Contingent Coupon Payment Date as originally scheduled and (ii) three Business Days after the related Calculation Day as postponed.
The interest so payable, and punctually paid or duly provided for, on any Contingent Coupon Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest next preceding such Contingent Coupon Payment Date. The Regular Record Date for a Contingent Coupon Payment Date shall be the date one Business Day prior to such Contingent Coupon Payment Date.
Interest payable on a Contingent Coupon Payment Date, if any, will be equal to the product of (A) the Face Amount of this Security, (B) the Contingent Coupon Rate, and (C) 30/360.
Any interest not punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Payment of interest on this Security will be made in immediately available funds at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, payment of interest may be paid by check mailed to the Person entitled thereto at such Persons last address as it appears in the Security Register or by wire transfer to such account as may have been designated by such Person. Payments of interest and the Redemption Amount (as defined below) on this Security at Maturity, will be made against presentation of this Security at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota and at any other office or agency maintained by the Company for such purpose. Notwithstanding the foregoing, for so long as this Security is a Global Security registered in the name of the Depositary, any payments on this Security will be made to the Depositary by wire transfer of immediately available funds.
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Definitions Relating to Redemption Amount and Interest
The Redemption Amount of this Security will equal:
| if the Ending Level is greater than or equal to the Threshold Level: the Face Amount; or |
| if the Ending Level is less than the Threshold Level: the Face Amount minus: |
![]() |
Index shall mean the S&P 500® Index.
The Pricing Date shall mean August 28, 2012.
The Starting Level is 1409.30, the Closing Level of the Index on the Pricing Date.
The Closing Level of the Index on any Trading Day means the official closing level of the Index as reported by the Index Sponsor on such Trading Day.
The Ending Level will be the Closing Level of the Index on the final Calculation Day.
The Threshold Level is 845.58, which is equal to 60% of the Starting Level.
The Contingent Coupon Rate is 7.00% per annum.
Index Sponsor shall mean S&P Dow Jones Indices LLC.
A Trading Day with respect to the Index means a day, as determined by the Calculation Agent, on which (i) the Relevant Exchanges with respect to each security underlying the Index are scheduled to be open for trading for their respective regular trading sessions and (ii) each Related Exchange is scheduled to be open for trading for its regular trading session.
The Related Exchange for the Index means each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to the Index.
The Relevant Exchange for any security then underlying the Index means the primary exchange or quotation system on which such security is traded, as determined by the Calculation Agent.
The Calculation Day for a Contingent Coupon Payment Date shall be the fourth Trading Day prior to such Contingent Coupon Payment Date. A Calculation Day is subject to postponement due to the occurrence of a Market Disruption Event. If a Market Disruption Event occurs or is continuing with respect to the Index on a Calculation Day, such Calculation Day will
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be postponed to the first succeeding Trading Day on which a Market Disruption Event has not occurred and is not continuing. If such first succeeding Trading Day has not occurred as of the eighth Trading Day after the originally scheduled Calculation Day, that eighth Trading Day shall be deemed the Calculation Day. If a Calculation Day has been postponed eight Trading Days after the originally scheduled Calculation Day and a Market Disruption Event occurs or is continuing with respect to the Index on such eighth Trading Day, the Calculation Agent will determine the Closing Level of the Index on such eighth Trading Day in accordance with the formula for and method of calculating the Closing Level of the Index last in effect prior to commencement of the Market Disruption Event, using the closing price (or, with respect to any of the relevant securities, if a Market Disruption Event has occurred, its good faith estimate of the value of such securities at the Scheduled Closing Time (as defined below) on the Relevant Exchanges) on such date of each security included in the Index. See Market Disruption Events. As used herein, closing price means, with respect to any security on any date, the relevant exchange traded or quoted price of such security as of the Close of Trading (as defined below) on such date.
Calculation Agent Agreement shall mean the Calculation Agent Agreement dated as of May 29, 2012 between the Company and the Calculation Agent, as amended from time to time.
Calculation Agent shall mean the Person that has entered into the Calculation Agent Agreement with the Company providing for, among other things, the determination of the interest payable on this Security, the Ending Level and the Redemption Amount, which term shall, unless the context otherwise requires, include its successors under such Calculation Agent Agreement. The initial Calculation Agent shall be Wells Fargo Securities, LLC. Pursuant to the Calculation Agent Agreement, the Company may appoint a different Calculation Agent from time to time after the initial issuance of this Security without the consent of the Holder of this Security and without notifying the Holder of this Security.
Discontinuance Of The Index; Alteration Of Method Of Calculation
If the Index Sponsor discontinues publication of the Index, and the Index Sponsor or another entity publishes a successor or substitute equity index that the Calculation Agent determines, in its sole discretion, to be comparable to the Index (a Successor Equity Index), then, upon the Calculation Agents notification of that determination to the Trustee and the Company, the Calculation Agent will substitute the Successor Equity Index as calculated by the relevant Index Sponsor or any other entity and calculate the Ending Level as described above. Upon any selection by the Calculation Agent of a Successor Equity Index, the Company will cause notice to be given to the Holder of this Security.
In the event that the Index Sponsor discontinues publication of the Index prior to, and the discontinuance is continuing on, a Calculation Day and the Calculation Agent determines that no Successor Equity Index is available at such time, the Calculation Agent will calculate a substitute Closing Level for the Index in accordance with the formula for and method of calculating the Index last in effect prior to the discontinuance, but using only those securities that comprised the Index immediately prior to that discontinuance. If a Successor Equity Index is selected or the Calculation Agent calculates a level as a substitute for the Index, the Successor
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Equity Index or level will be used as a substitute for the Index for all purposes, including the purpose of determining whether a Market Disruption Event exists.
If on a Calculation Day the Index Sponsor of the Index fails to calculate and announce the level of the Index, the Calculation Agent will calculate a substitute Closing Level of the Index in accordance with the formula for and method of calculating the Index last in effect prior to the failure, but using only those securities that comprised the Index immediately prior to that failure; provided that, if a Market Disruption Event occurs or is continuing on such day, then the provisions set forth above under the definition of Calculation Day shall apply in lieu of the foregoing.
If at any time the Index Sponsor makes a material change in the formula for or the method of calculating the Index, or in any other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index in the event of changes in constituent stock and capitalization and other routine events), then, from and after that time, the Calculation Agent will, at the close of business in New York, New York, on each date that the Closing Level of the Index is to be calculated, calculate a substitute Closing Level of the Index in accordance with the formula for and method of calculating the Index last in effect prior to the change, but using only those securities that comprised the Index immediately prior to that change. Accordingly, if the method of calculating the Index is modified so that the level of the Index is a fraction or a multiple of what it would have been if it had not been modified, then the Calculation Agent will adjust the Index in order to arrive at a level of the Index as if it had not been modified.
Market Disruption Events
A Market Disruption Event means, with respect to the Index, any of the following events as determined by the Calculation Agent in its sole discretion:
(A) | The occurrence or existence of a material suspension of or limitation imposed on trading by the Relevant Exchanges or otherwise relating to securities which then comprise 20% or more of the level of the Index or any Successor Equity Index at any time during the one-hour period that ends at the Close of Trading on that day, whether by reason of movements in price exceeding limits permitted by those Relevant Exchanges or otherwise. |
(B) | The occurrence or existence of a material suspension of or limitation imposed on trading by any Related Exchange or otherwise in futures or options contracts relating to the Index or any Successor Equity Index on any Related Exchange at any time during the one-hour period that ends at the Close of Trading on that day, whether by reason of movements in price exceeding limits permitted by the Related Exchange or otherwise. |
(C) | The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or obtain market values for, securities that then comprise 20% or more of the level of the Index or any Successor Equity Index on their Relevant |
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Exchanges at any time during the one-hour period that ends at the Close of Trading on that day. |
(D) | The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or obtain market values for, futures or options contracts relating to the Index or any Successor Equity Index on any Related Exchange at any time during the one-hour period that ends at the Close of Trading on that day. |
(E) | The closure on any Exchange Business Day of the Relevant Exchanges on which securities that then comprise 20% or more of the level of the Index or any Successor Equity Index are traded or any Related Exchange prior to its Scheduled Closing Time unless the earlier closing time is announced by the Relevant Exchange or Related Exchange, as applicable, at least one hour prior to the earlier of (1) the actual closing time for the regular trading session on such Relevant Exchange or Related Exchange, as applicable, and (2) the submission deadline for orders to be entered into the Relevant Exchange or Related Exchange, as applicable, system for execution at the Close of Trading on that day. |
(F) | The Relevant Exchange for any security underlying the Index or Successor Equity Index or any Related Exchange fails to open for trading during its regular trading session. |
For purposes of determining whether a Market Disruption Event has occurred:
(1) | the relevant percentage contribution of a security to the level of the Index or any Successor Equity Index will be based on a comparison of (x) the portion of the level of the Index attributable to that security and (y) the overall level of the Index or Successor Equity Index, in each case immediately before the occurrence of the Market Disruption Event; |
(2) | the Close of Trading means the Scheduled Closing Time of the Relevant Exchanges with respect to the securities underlying the Index or any Successor Equity Index; |
(3) | the Scheduled Closing Time of any Relevant Exchange or Related Exchange on any Trading Day for the Index or any Successor Equity Index means the scheduled weekday closing time of such Relevant Exchange or Related Exchange on such Trading Day, without regard to after hours or any other trading outside the regular trading session hours; and |
(4) | an Exchange Business Day means any Trading Day for the Index or any Successor Equity Index on which each Relevant Exchange for the securities underlying the Index or any Successor Equity Index and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Relevant Exchange or Related Exchange closing prior to its Scheduled Closing Time. |
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Calculation Agent
The Calculation Agent will determine the interest payable on this Security and the Redemption Amount and the Ending Level. In addition, the Calculation Agent will (i) determine if adjustments are required to the Closing Level of the Index under the circumstances described in this Security, (ii) if publication of the Index is discontinued, select a Successor Equity Index or, if no Successor Equity Index is available, determine the Closing Level of the Index under the circumstances described in this Security, and (iii) determine whether a Market Disruption Event has occurred.
The Company covenants that, so long as this Security is Outstanding, there shall at all times be a Calculation Agent (which shall be a broker-dealer, bank or other financial institution) with respect to this Security.
All determinations made by the Calculation Agent with respect to this Security will be at the sole discretion of the Calculation Agent and, in the absence of manifest error, will be conclusive for all purposes and binding on the Company and the Holder of this Security. All percentages and other amounts resulting from any calculation with respect to this Security will be rounded at the Calculation Agents discretion.
Tax Considerations
The Company agrees, and by acceptance of a beneficial ownership interest in this Security each Holder of this Security will be deemed to have agreed (in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary), for United States federal income tax purposes to characterize and treat this Security as a pre-paid coupon-bearing derivative contract in respect of the Index.
Redemption and Repayment
This Security is not subject to redemption at the option of the Company or repayment at the option of the Holder hereof prior to August 31, 2027. This Security is not entitled to any sinking fund.
Acceleration
If an Event of Default, as defined in the Indenture, with respect to this Security shall occur and be continuing, the Redemption Amount (calculated as set forth in the next sentence) of this Security may be declared due and payable in the manner and with the effect provided in the Indenture. The amount payable to the Holder hereof upon any acceleration permitted under the Indenture will be equal to the Redemption Amount hereof plus a portion of the final payment of interest, each calculated as provided herein as though the date of acceleration was the final Calculation Day. The final payment of interest, if any, will be prorated from and including the immediately preceding Contingent Coupon Payment Date to but excluding the date of acceleration.
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Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature or its duly authorized agent under the Indenture referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[The remainder of this page has been left intentionally blank]
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
DATED:
WELLS FARGO & COMPANY | ||
By: |
| |
| ||
Its: |
[SEAL]
Attest: |
| |
| ||
Its: |
TRUSTEES CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated therein described
in the within-mentioned Indenture.
CITIBANK, N.A., | ||
as Trustee | ||
By: |
| |
Authorized Signature | ||
OR | ||
WELLS FARGO BANK, N.A., as Authenticating Agent for the Trustee | ||
By: |
| |
Authorized Signature |
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[Reverse of Note]
WELLS FARGO & COMPANY
MEDIUM-TERM NOTE, SERIES K
Due Nine Months or More From Date of Issue
Securities Linked to the S&P 500® Index
due August 31, 2027
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an indenture dated as of July 21, 1999, as amended or supplemented from time to time (herein called the Indenture), between the Company and Citibank, N.A., as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series of the Securities designated as Medium-Term Notes, Series K, of the Company, which series is limited to an aggregate principal amount or face amount, as applicable, of $25,000,000,000 or the equivalent thereof in one or more foreign or composite currencies. The amount payable on the Securities of this series may be determined by reference to the performance of one or more equity-, commodity- or currency-based indices, exchange traded funds, securities, commodities, currencies, statistical measures of economic or financial performance, or a basket comprised of two or more of the foregoing, or any other market measure or may bear interest at a fixed rate or a floating rate. The Securities of this series may mature at different times, be redeemable at different times or not at all, be repayable at the option of the Holder at different times or not at all and be denominated in different currencies.
Article Sixteen of the Indenture shall not apply to this Security.
The Securities are issuable only in registered form without coupons and will be either (a) book-entry securities represented by one or more Global Securities recorded in the book-entry system maintained by the Depositary or (b) certificated securities issued to and registered in the names of, the beneficial owners or their nominees.
The Company agrees, to the extent permitted by law, not to voluntarily claim the benefits of any laws concerning usurious rates of interest against a Holder of this Security.
Modification and Waivers
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
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time Outstanding of all series to be affected, acting together as a class. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of all series at the time Outstanding affected by certain provisions of the Indenture, acting together as a class, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with those provisions of the Indenture. Certain past defaults under the Indenture and their consequences may be waived under the Indenture by the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series. Solely for the purpose of determining whether any consent, waiver, notice or other action or Act to be taken or given by the Holders of Securities pursuant to the Indenture has been given or taken by the Holders of Outstanding Securities in the requisite aggregate principal amount, the principal amount of this Security will be deemed to be equal to the amount set forth on the face hereof as the Face Amount hereof. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
Defeasance
Section 403 and Article Fifteen of the Indenture and the provisions of clause (ii) of Section 401(1)(B) of the Indenture, relating to defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants and certain Events of Default, upon compliance by the Company with certain conditions set forth therein, shall not apply to this Security. The remaining provisions of Section 401 of the Indenture shall apply to this Security.
Authorized Denominations
This Security is issuable only in registered form without coupons in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000.
Registration of Transfer
Upon due presentment for registration of transfer of this Security at the office or agency of the Company in the City of Minneapolis, Minnesota, a new Security or Securities of this series, with the same terms as this Security, in authorized denominations for an equal aggregate Face Amount will be issued to the transferee in exchange herefor, as provided in the Indenture and subject to the limitations provided therein and to the limitations described below, without charge except for any tax or other governmental charge imposed in connection therewith.
This Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days after the Company receives such notice or becomes aware of such ineligibility, (y) the Company in its sole discretion determines that this Security shall be exchangeable for definitive Securities in registered form and notifies the Trustee thereof or (z) an Event of Default with respect to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for definitive Securities in registered
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form, bearing interest at the same rate, having the same date of issuance, Stated Maturity Date and other terms and of authorized denominations aggregating a like amount.
This Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as provided above, owners of beneficial interests in this Global Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under the Indenture.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
Obligation of the Company Absolute
No reference herein to the Indenture and no provision of this Security or the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the interest and Redemption Amount on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except as otherwise provided in this Security.
No Personal Recourse
No recourse shall be had for the payment of the interest or Redemption Amount on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.
Defined Terms
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise defined in this Security.
Governing Law
This Security shall be governed by and construed in accordance with the law of the State of New York, without regard to principles of conflicts of laws.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM | | as tenants in common | ||
TEN ENT | | as tenants by the entireties | ||
JT TEN | | as joint tenants with right | ||
of survivorship and not | ||||
as tenants in common |
UNIF GIFT MIN ACT | |
|
Custodian |
| ||||
(Cust) | (Minor) |
Under Uniform Gifts to Minors Act |
(State) |
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
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the within Security of WELLS FARGO & COMPANY and does hereby irrevocably constitute and appoint attorney to transfer the said Security on the books of the Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.
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Exhibit 4.2
[Face of Note]
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
CUSIP NO. 94986RLD1 | PRINCIPAL AMOUNT: $ | |
REGISTERED NO. |
WELLS FARGO & COMPANY
MEDIUM-TERM NOTE, SERIES K
Due Nine Months or More From Date of Issue
Notes due August 31, 2027
WELLS FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the Company, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal sum of DOLLARS ($ ) on August 31, 2027 (the Stated Maturity Date) and to pay interest thereon from August 31, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly provided for quarterly on each February 28, May 28, August 28 and November 28, commencing November 28, 2012 and ending May 28, 2027, and at Maturity (each, an Interest Payment Date), at the rate per annum specified below until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest next preceding such Interest Payment Date. The Regular Record Date for an Interest Payment Date shall be one Business Day prior to such Interest Payment Date. If an Interest Payment Date is not a Business Day, interest on this Security shall be payable on the next day that is a Business Day, with the same force and effect as if made on such Interest Payment Date, and without any interest or other payment with respect to the delay. Business Day shall mean a day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York.
Except as described below for the first Interest Period, on each Interest Payment Date, interest will be paid for the period commencing on and including the immediately preceding
Interest Payment Date and ending on and including the day immediately preceding that Interest Payment Date. This period is referred to as an Interest Period. The first Interest Period will commence on and include August 31, 2012 and end on and include November 27, 2012. Interest on this Security will be computed on the basis of a 360-day year of twelve 30-day months.
The interest rate on this Security that will apply during an Interest Period will be as follows:
Commencing August 31, 2012 and ending August 27, 2018 |
3.00 | % per annum | ||
Commencing August 28, 2018 and ending August 27, 2022 |
3.25 | % per annum | ||
Commencing August 28, 2022 and ending August 27, 2025 |
3.50 | % per annum | ||
Commencing August 28, 2025 and ending August 27, 2026 |
4.50 | % per annum | ||
Commencing August 28, 2026 and ending August 30, 2027 |
6.00 | % per annum |
Any interest not punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Payment of interest on this Security will be made in immediately available funds at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, payment of interest may be paid by check mailed to the Person entitled thereto at such Persons last address as it appears in the Security Register or by wire transfer to such account as may have been designated by such Person. Payment of principal of and interest on this Security at Maturity will be made against presentation of this Security at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota. Notwithstanding the foregoing, for so long as this Security is a Global Security registered in the name of the Depositary, payments of principal and interest on this Security will be made to the Depositary by wire transfer of immediately available funds.
This Security is redeemable at the option of the Company at any time on or after August 28, 2017, in whole or in part, on any Interest Payment Date at a Redemption Price equal to 100% of the principal amount of this Security to be redeemed, plus any accrued but unpaid interest to, but excluding, the Redemption Date. Notice of any redemption will be mailed at least 5 but not more than 30 days before the applicable Redemption Date to the Holder hereof. Unless the Company
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defaults in the payment of the Redemption Price, on or after the Redemption Date, interest will cease to accrue on this Security or the portion hereof called for redemption.
Except as set forth in the next sentence, this Security is not subject to repayment at the option of the Holder hereof prior to August 31, 2027. This Security may be subject to repayment if requested by the authorized representative of a beneficial owner of this Security as described on the reverse hereof under Repayment upon Exercise of Survivors Option. This Security is not entitled to any sinking fund.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature or its duly authorized agent under the Indenture referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
DATED: | ||||||||
WELLS FARGO & COMPANY | ||||||||
By: | ||||||||
Its: | ||||||||
[SEAL] | ||||||||
Attest: | ||||||||
Its: |
TRUSTEES CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated therein described
in the within-mentioned Indenture.
CITIBANK, N.A., as Trustee | ||
By: | ||
Authorized Signature | ||
OR | ||
WELLS FARGO BANK, N.A., as Authenticating Agent for the Trustee | ||
By: | ||
Authorized Signature |
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[Reverse of Note]
WELLS FARGO & COMPANY
MEDIUM-TERM NOTE, SERIES K
Due Nine Months or More From Date of Issue
Notes due August 31, 2027
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an indenture dated as of July 21, 1999, as amended or supplemented from time to time (herein called the Indenture), between the Company and Citibank, N.A., as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series of the Securities designated as Medium-Term Notes, Series K, of the Company, which series is limited to an aggregate principal amount or face amount, as applicable, of $25,000,000,000 or the equivalent thereof in one or more foreign or composite currencies. The amount payable on the Securities of this series may be determined by reference to the performance of one or more equity-, commodity- or currency-based indices, exchange traded funds, securities, commodities, currencies, statistical measures of economic or financial performance, or a basket comprised of two or more of the foregoing, or any other market measure or may bear interest at a fixed rate or a floating rate. The Securities of this series may mature at different times, be redeemable at different times or not at all, be repayable at the option of the Holder at different times or not at all and be denominated in different currencies.
Article Sixteen of the Indenture shall not apply to this Security.
The Securities are issuable only in registered form without coupons and will be either (a) book-entry securities represented by one or more Global Securities recorded in the book-entry system maintained by the Depositary or (b) certificated securities issued to and registered in the names of, the beneficial owners or their nominees.
The Company agrees, to the extent permitted by law, not to voluntarily claim the benefits of any laws concerning usurious rates of interest against a Holder of this Security.
Modification and Waivers
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected, acting together as a class. The Indenture also contains
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provisions permitting the Holders of a majority in principal amount of the Securities of all series at the time Outstanding affected by certain provisions of the Indenture, acting together as a class, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with those provisions of the Indenture. Certain past defaults under the Indenture and their consequences may be waived under the Indenture by the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
Defeasance
Section 403 and Article Fifteen of the Indenture and the provisions of clause (ii) of Section 401(1)(B) of the Indenture, relating to defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants and certain Events of Default, upon compliance by the Company with certain conditions set forth therein, shall not apply to this Security. The remaining provisions of Section 401 of the Indenture shall apply to this Security.
Authorized Denominations
This Security is issuable only in registered form without coupons in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000.
Repayment upon Exercise of Survivors Option
The Company has agreed to repay beneficial ownership interests in this Security, if requested by the authorized representative of the beneficial owner of such beneficial ownership interest following the death of the beneficial owner, so long as the beneficial ownership interest in this Security was acquired by the beneficial owner at least six months prior to the request (the Survivors Option).
Upon the valid exercise of the Survivors Option and the proper tender of a beneficial ownership interest in this Security for repayment, the Company will repay such beneficial ownership interest in this Security, in whole or in part, at a price equal to 100% of the principal amount of the deceased beneficial owners beneficial interest in this Security, plus any accrued and unpaid interest to the date of repayment.
To be valid, the Survivors Option must be exercised by or on behalf of the Person who has authority to act on behalf of a deceased beneficial owner of this Security under the laws of the applicable jurisdiction (including, without limitation, the personal representative of or the executor of the estate of the deceased beneficial owner or the surviving joint owner with the deceased beneficial owner).
A beneficial owner of this Security is a Person who has the right, immediately prior to such Persons death, to receive the proceeds from the disposition of such beneficial owners interest in this Security, as well as the right to receive the principal amount of the deceased beneficial owners interest in this Security plus any accrued and unpaid interest thereon.
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The death of a Person holding a beneficial ownership interest in this Security as a joint tenant or tenant by the entirety with another Person, or as a tenant in common with the deceased holders spouse, will be deemed the death of a beneficial owner of that beneficial ownership interest in this Security, and the entire principal amount of the deceased beneficial owners interest in this Security held in this manner will be subject to repayment by the Company upon exercise of the Survivors Option. However, the death of a Person holding a beneficial ownership interest in this Security as tenant in common with a Person other than such deceased holders spouse will be deemed the death of a beneficial owner only with respect to such deceased Persons interest in this Security, and only the deceased beneficial owners percentage interest in that beneficial ownership interest in the principal amount of this Security will be subject to repayment.
The death of a Person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in this Security will be deemed the death of the beneficial owner of this Security for purposes of the Survivors Option, regardless of whether that beneficial owner was the registered holder of this Security, if the beneficial ownership interest can be established to the satisfaction of the Paying Agent. A beneficial ownership interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property, or other joint ownership arrangements between a husband and wife. In addition, the beneficial ownership interest in this Security will be deemed to exist in custodial and trust arrangements where one Person has all of the beneficial ownership interest in this Security during his or her lifetime. In the case of a joint trust, the joint tenant rules above will apply to the respective beneficial ownership interests.
The Company has the discretionary right to limit the aggregate principal amount of this Security as to which exercises of the Survivors Option will be accepted by the Company from the authorized representative for any individual deceased beneficial owner of this Security in any calendar year to $250,000. In addition, the Company will not permit the exercise of the Survivors Option for any portion of this Security with a principal amount of less than $1,000, and the Company will not permit the exercise of the Survivors Option if such exercise will result in this Security having a principal amount that is not an integral multiple of $1,000.
An otherwise valid election to exercise the Survivors Option may not be withdrawn. An election to exercise the Survivors Option will be accepted in the order that it was received by the Paying Agent, except for any beneficial ownership interest in this Security the acceptance of which would contravene the limitation described above. Beneficial ownership interests in this Security accepted for repayment through the exercise of the Survivors Option normally will be repaid on the first Interest Payment Date that occurs 20 or more calendar days after the date of the acceptance. Each tendered beneficial ownership interest in this Security that is not accepted in a calendar year due to the application of the limitation described in the preceding paragraph will be deemed to be tendered in the following calendar year in the order in which all such beneficial interests were originally tendered. If a beneficial ownership interest in this Security tendered through a valid exercise of the Survivors Option is not accepted, the Paying Agent will deliver a notice by first-class mail to the registered holder, at that registered holders last known address as indicated in the Security Register, that states the reason that the beneficial ownership interest in this Security has not been accepted for repayment.
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Since this Security is a Global Security, DTC, as depository, or its nominee will be treated as the holder of this Security and will be the only entity that can exercise the Survivors Option. To obtain repayment of this Security pursuant to exercise of the Survivors Option, the deceased beneficial owners authorized representative must provide the following items to the broker or other entity through which the beneficial interest in this Security is held by the deceased beneficial owner:
| appropriate evidence satisfactory to the Paying Agent that: |
(a) | the deceased was a beneficial owner of this Security at the time of death and his or her interest in this Security was acquired by the deceased beneficial owner at least six months prior to the request for repayment, |
(b) | the death of the beneficial owner has occurred and the date of death, and |
(c) | the representative has authority to act on behalf of the deceased beneficial owner; |
| if the beneficial interest in this Security is held by a nominee or trustee of, or custodian for, or other Person in a similar capacity to, the deceased beneficial owner, a certificate satisfactory to the Paying Agent from the nominee, trustee, custodian or similar Person attesting to the deceaseds beneficial ownership in this Security; |
| a written request for repayment signed by the authorized representative of the deceased beneficial owner with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States; |
| if applicable, a properly executed assignment or endorsement; |
| tax waivers and any other instruments or documents that the Paying Agent reasonably requires in order to establish the validity of the beneficial ownership in this Security and the claimants entitlement to payment; and |
| any additional information the Paying Agent requires to evidence satisfaction of any conditions to the exercise of the Survivors Option or to document beneficial ownership or authority to make the election and to cause the repayment of this Security. |
In turn, the broker or other entity will deliver each of these items to the Paying Agent and will certify to the Paying Agent that the broker or other entity represents the deceased beneficial owner.
The Company retains the right to limit the aggregate principal amount of this Security as to which exercises of the Survivors Option will be accepted by the Company from the authorized representative for any individual deceased beneficial owner in this Security in any calendar year as described above. All other questions regarding the eligibility or validity of any
8
exercise of the Survivors Option will be determined by the Paying Agent, in its sole discretion, which determination will be final and binding on all parties.
The broker or other entity will be responsible for disbursing payments received from the Paying Agent to the authorized representative. Forms for the exercise of the Survivors Option may be obtained from the Paying Agent.
Registration of Transfer
Upon due presentment for registration of transfer of this Security at the office or agency of the Company in the City of Minneapolis, Minnesota, a new Security or Securities of this series, with the same terms as this Security, in authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange herefor, as provided in the Indenture and subject to the limitations provided therein and to the limitations described below, without charge except for any tax or other governmental charge imposed in connection therewith.
This Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days after the Company receives such notice or becomes aware of such ineligibility, (y) the Company in its sole discretion determines that this Security shall be exchangeable for definitive Securities in registered form and notifies the Trustee thereof or (z) an Event of Default with respect to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for definitive Securities in registered form, bearing interest at the same rate, having the same date of issuance, Stated Maturity Date and other terms and of authorized denominations aggregating a like amount.
This Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as provided above, owners of beneficial interests in this Global Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under the Indenture.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
Obligation of the Company Absolute
No reference herein to the Indenture and no provision of this Security or the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except as otherwise provided in this Security.
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No Personal Recourse
No recourse shall be had for the payment of the principal of or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.
Defined Terms
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise defined in this Security.
Governing Law
This Security shall be governed by and construed in accordance with the law of the State of New York, without regard to principles of conflicts of laws.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM | | as tenants in common | ||
TEN ENT | | as tenants by the entireties | ||
JT TEN | | as joint tenants with right of survivorship and not as tenants in common |
UNIF GIFT MIN ACT | Custodian | |||||||
(Cust) |
(Minor) |
Under Uniform Gifts to Minors Act |
(State) |
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
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the within Security of WELLS FARGO & COMPANY and does hereby irrevocably constitute and appoint attorney to transfer the said Security on the books of the Company, with full power of substitution in the premises.
Dated: | ||||||
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.
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Exhibit 5.1
Faegre Baker Daniels LLP
2200 Wells Fargo Center 90 South Seventh Street
Minneapolis Minnesota 55402-3901
Phone +1 612 766 7000
Fax +1 612 766 1600
August 31, 2012
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94104
Ladies and Gentlemen:
We have acted as counsel for Wells Fargo & Company (the Company) in connection with (i) the preparation of a Registration Statement on Form S-3, File No. 333-180728 (the Registration Statement), of the Company filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to the proposed offer and sale from time to time of the securities referred to therein; (ii) Pricing Supplement No. 237 dated August 28, 2012 to the Prospectus Supplement dated April 13, 2012 (the Prospectus Supplement) and the Prospectus dated April 13, 2012 (the Prospectus) relating to the offer and sale by the Company under the Registration Statement of $5,000,000 aggregate face amount of Medium-Term Notes, Series K, Securities Linked to the S&P 500® Index due August 31, 2027; and (iii) Pricing Supplement No. 238 dated August 28, 2012 to the Prospectus Supplement and the Prospectus relating to the offer and sale by the Company under the Registration Statement of $14,788,000 aggregate principal amount of Medium-Term Notes, Series K, Notes due August 31, 2027 (collectively, the Notes). The Notes are to be issued under the Indenture dated as of July 21, 1999 (the Indenture) entered into by the Company and Citibank, N.A., as trustee, and sold pursuant to the Terms Agreement dated August 28, 2012 between the Company and the Agent named therein (the Terms Agreement).
We have examined such documents, records and instruments as we have deemed necessary or appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Notes have been duly authorized and, when duly executed by the Company, authenticated in accordance with the provisions of the Indenture, and delivered to and paid for by the Agent pursuant to the Terms Agreement, the
Wells Fargo & Company
August 31, 2012
Page 2
Notes will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, receivership or other laws affecting creditors rights generally from time to time in effect and subject to general equity principles including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies (regardless of whether enforceability is considered in a proceeding in equity or at law) and except further as enforcement thereof may be limited by any governmental authority that limits, delays or prohibits the making of payments outside of the United States. As contemplated by the foregoing qualifications, in rendering the foregoing opinion, we are expressing no opinion as to Federal or state laws relating to fraudulent transfers. Without limiting any other qualifications set forth herein, the opinions expressed herein are subject to the effect of generally applicable laws that limit the waiver of rights under usury laws.
We have relied as to certain relevant facts upon certificates of, and/or information provided by, officers and employees of the Company as to the accuracy of such factual matters without independent verification thereof or other investigation. We have also relied, without investigation, upon the following assumptions: (i) natural persons acting on behalf of the Company have sufficient legal capacity to enter into and perform, on behalf of the Company, the transaction in question; (ii) each party to agreements or instruments relevant hereto other than the Company has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreements or instruments enforceable against it; (iii) each party to agreements or instruments relevant hereto other than the Company has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce such agreements or instruments against the Company; and (iv) each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine.
The opinions expressed herein are limited to the specific issues addressed and to documents and laws existing on the date hereof. By rendering our opinion, we do not undertake to advise you with respect to any other matter or of any change in such documents and laws or in the interpretation thereof which may occur after the date hereof.
Our opinions set forth herein are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America, and we are expressing no opinion as to the effect of any other laws.
Wells Fargo & Company
August 31, 2012
Page 3
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company filed with the Commission and thereby incorporated by reference into the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, |
/s/ Faegre Baker Daniels LLP |
FAEGRE BAKER DANIELS LLP |
Exhibit 8.1
August 31, 2012
Wells Fargo & Company,
420 Montgomery Street,
San Francisco, California 94104.
Ladies and Gentlemen:
We have acted as special tax counsel to Wells Fargo & Company, a Delaware corporation (the Company), in connection with the issuance of (i) $5,000,000 aggregate face amount of Medium-Term Notes, Series K, Securities Linked to the S&P 500® Index due August 31, 2027 as described in the Companys Pricing Supplement No. 237 dated August 28, 2012 (Pricing Supplement 237) to the Prospectus Supplement dated April 13, 2012 (the Prospectus Supplement) and the Prospectus dated April 13, 2012 (the Prospectus) contained in the Registration Statement on Form S-3, File No. 333-180728 (the Registration Statement) and (ii) $14,788,000 aggregate principal amount of Medium-Term Notes, Series K, Notes due August 31, 2027 as described in the Companys Pricing Supplement No. 238 dated August 28, 2012 (Pricing Supplement 238) to the Prospectus Supplement and the Prospectus contained in the Registration Statement. We hereby confirm our opinion as set forth under the heading Material Tax Consequences in Pricing Supplement 237 and under the heading United States Federal Income Tax Considerations in Pricing Supplements 237 and 238.
We hereby consent to the reference to us under the heading Material Tax Consequences in Pricing Supplement 237 and under the heading United States Federal Income Tax Considerations in Pricing Supplements 237 and 238 and to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission and thereby incorporated by reference into the Companys Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Sullivan & Cromwell LLP
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