Wells Fargo & Company Announces Final Results of Tender Offers by Its Wholly-Owned Subsidiary

Rhea-AI Summary

Wells Fargo & Company (NYSE: WFC) has completed its cash tender offers, purchasing up to $6.4 billion of various securities. The offers began on January 29, 2021, and ended on February 26, 2021. A total consideration of approximately $6.57 billion will be paid for the accepted securities. Securities accepted include 100% of those at priority levels 1-4, while about 31% of securities at priority level 5 will be accepted on a pro rata basis. Payments are expected on March 2, 2021.

Positive

• Completed cash tender offers totaling $6.4 billion, indicating strong capital management.
• Acceptance of 100% of securities at priority levels 1-4 demonstrates investor confidence.
• Aggressive share repurchase could enhance shareholder value.

Negative

• Pro rata acceptance of only 31% at priority level 5 may indicate oversubscription risk.
• Total consideration exceeds maximum tender amount, suggesting higher payout liability.

Wells Fargo & Company (NYSE: WFC) today announced the final results for its previously announced cash tender offers (the “Offers”) by Wells Fargo Securities, LLC (“Wells Fargo Securities”), an indirect wholly-owned subsidiary of Wells Fargo & Company, to purchase up to $6,400,000,000 (the “Maximum Tender Amount”) of the 11 series of Wells Fargo & Company securities listed in the table below (each, a “Series of Securities,” and collectively, the “Securities”). The Offers commenced on Jan. 29, 2021, and expired at 11:59 p.m., New York City time, on Feb. 26, 2021 (the “Expiration Date”).

Financial documents (Graphic: Business Wire)

Wells Fargo Securities will accept for purchase $6,400,000,000 aggregate principal amount of Securities validly tendered and not validly withdrawn. Wells Fargo Securities will pay aggregate Total Consideration and Late Tender Offer Consideration, each as defined in the offer to purchase dated Jan. 29, 2021 (the “Offer to Purchase”), of approximately $6,567,474,217 for the Securities accepted for purchase. In addition to the applicable Total Consideration and the applicable Late Tender Offer Consideration, holders whose Securities are accepted for purchase will receive accrued and unpaid interest in respect of their purchased Securities from the last interest payment date for such Series of Securities to, but not including, March 2, 2021 (the “Settlement Date”).

As further explained in the Offer to Purchase, as amended by a press release on Feb. 12, 2021, Wells Fargo Securities will accept the Securities for purchase in accordance with the “Acceptance Priority Levels” set forth in the table below. Wells Fargo Securities will accept for purchase 100% of the Securities listed in the table below at Acceptance Priority Levels 1-4. Due to oversubscription, Wells Fargo Securities will accept for purchase on a pro rata basis approximately 31% of the Securities listed in the table below at Acceptance Priority Level 5, and the proration factor is approximately 83%. Wells Fargo Securities has not accepted for purchase any of the Securities listed below at Acceptance Priority Levels 6-11. Wells Fargo Securities expects to make payment for the applicable Securities that will be accepted for purchase on the Settlement Date. The Securities not accepted for purchase will be promptly credited after the Expiration Date to the account of the registered holder of such Securities with the Depository Trust Company.

Title of Security

CUSIP Number

Principal Amount Outstanding

Tender Cap (1)

Accept- ance Priority Level (2)

Total Consider- ation (3)

Late Tender Offer Consider- ation (4)

Principal Amount Tendered at Expiration

Principal Amount Accepted for Purchase

Approximate Percentage of Outstanding Securities Purchased

Floating Rate Notes due July 26, 2021

949746SB8

$1,200,000,000

N/A

1

$1,004.86

N/A(5)

FAQ

What were the final results of Wells Fargo's cash tender offers?

Wells Fargo accepted approximately $6.4 billion in securities, with total payments expected to be around $6.57 billion.

When did Wells Fargo's tender offers start and end?

The cash tender offers began on January 29, 2021, and ended on February 26, 2021.

What is the acceptance rate for Wells Fargo's securities?

100% of securities at priority levels 1-4 were accepted, while approximately 31% of level 5 securities were accepted on a pro rata basis.

When will payments for the accepted securities be made?

Payments for the accepted securities are expected to be made on March 2, 2021.