Attached files

file filename
EX-5.1 - OPINION OF FAEGRE BAKER DANIELS LLP REGARDING THE NOTES. - WELLS FARGO & COMPANY/MNd222943dex51.htm
EX-4.2 - FORM OF 2.10% FIXED RATE NOTE DUE JULY 26, 2021 - WELLS FARGO & COMPANY/MNd222943dex42.htm
EX-4.1 - FORM OF FLOATING RATE NOTE DUE JULY 26, 2021. - WELLS FARGO & COMPANY/MNd222943dex41.htm
EX-1.1 - UNDERWRITING AGREEMENT DATED JULY 18, 2016 - WELLS FARGO & COMPANY/MNd222943dex11.htm

 

 

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): July 25, 2016

 

 

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)

Registrant’s 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. 333-195697) filed by Wells Fargo & Company with the Securities and Exchange Commission.

On July 25, 2016, Wells Fargo & Company issued $600,000,000 Floating Rate Notes Due July 26, 2016 (the “Floating Rate Notes”) and $3,000,000,000 2.10% Notes Due July 26, 2016 (the “Fixed Rate Notes” and, together with the Floating Rate Notes, the “Notes”).

The purpose of this Current Report is to file with the Securities and Exchange Commission (i) the Underwriting Agreement for the Notes, (ii) the form of each of the Floating Rate Notes and the Fixed Rate Notes and (iii) the opinion of Faegre Baker Daniels LLP regarding the Notes.

 

  (d)

Exhibit

 

  1.1

Underwriting Agreement dated July 18, 2016 between the Company and the Representative named therein.

 

  4.1

Form of Floating Rate Note Due July 26, 2021.

 

  4.2

Form of 2.10% Fixed Rate Note Due July 26, 2021.

 

  5.1

Opinion of Faegre Baker Daniels LLP regarding the Notes.

 

  23.1

Consent of Faegre Baker Daniels LLP. (included as part of Exhibit 5.1)

 

2


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.

 

DATED: July 25, 2016   WELLS FARGO & COMPANY
  By   /s/ Barbara S. Brett                                                       
   

Barbara S. Brett

Senior Vice President and Assistant Treasurer

 

[Form 8-K]

 

3


Index to Exhibits

 

    Exhibit No.       Description       Method of Filing    

 

1.1  

Underwriting Agreement dated July 18, 2016 between the Company and the Representative named therein.

  Electronic

Transmission

4.1  

Form of Floating Rate Note Due July 26, 2021.

  Electronic

Transmission

4.2  

Form of 2.10% Fixed Rate Note Due July 26, 2021.

  Electronic

Transmission

5.1  

Opinion of Faegre Baker Daniels LLP regarding the Notes.

  Electronic

Transmission

23.1  

Consent of Faegre Baker Daniels LLP. (included as part of Exhibit 5.1)