Wells Fargo prices cash tender offer, increases cap to $6.4 billion

By Taylor Fox

New York, Feb. 12 – Wells Fargo & Co. announced that indirect wholly owned subsidiary Wells Fargo Securities, LLC has priced and increased the maximum tender amount of its cash tender offers to purchase 11 series of notes to $6.4 billion from $4.5 billion, according to a news release.

Wells Fargo also decided to eliminate the tender cap for its 2.625% notes due July 22, 2022 and the floating-rate notes due Jan. 24, 2023.

As of the 5 p.m. ET Feb. 11 early tender deadline, $8,347,255,000 of the notes had been tendered and not validly withdrawn.

Specifically, Wells Fargo received the following tenders on securities from the following series, listed in order of acceptance priority level, with pricing per $1,000 principal amount:

• $562,424,000 of the $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;

• $2,313,242,000 of the $3.75 billion outstanding 3.069% notes due Jan. 24, 2023 (Cusip: 949746SK8) at a price of $1,025.98, calculated based on the 0.125% U.S. Treasury due Jan. 31, 2023 and a fixed spread of 5 basis points;

• $2,047,517,000 of the $3.75 billion outstanding 2.625% notes due July 22, 2022 (Cusip 95000U2B8), at $1,034.88, based on the 0.125% U.S. Treasury due Jan. 31, 2023 and a fixed spread of 0 bps;

• $680,169,000 of the $1.25 billion outstanding floating-rate notes due Jan. 24, 2023 (Cusip: 949746SL6) at a fixed price of $1,010.68 per $1,000 principal amount;

• $929,522,000 of the $2.5 billion outstanding 3.5% notes due March 8, 2022 (Cusip: 94974BFC9), subject to a tender cap of $1.25 billion, at a price of $1,033.64, based on the 0.125% U.S. Treasury due Jan. 31, 2023 and a fixed spread of 7.5 bps;

• None of the $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;

• None of the $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;

• $395,164,000 of the $3 billion outstanding fixed-to-floating notes due Oct. 30, 2025 (Cusip: 95000U2H5), subject to a tender cap of $300 million, at $1,056.56, based on the 0.125% U.S. Treasury due Jan. 15, 2024 and a fixed spread of 65 bps;

• $507,896,000 of the $2.25 billion 3.3% notes due Sept. 9, 2024 (Cusip: 94974BGA2), subject to a tender cap of $225 million, at $1,092.64, based on the 0.125% U.S. Treasury due Jan. 15, 2024 and a fixed spread of 45 bps;

• $521,367,000 of the $2.5 billion outstanding 3% notes due Feb. 19, 2025 (Cusip: 94974BGH7), subject to a tender cap of $250 million, at $1,080.21, based on the 0.375% U.S. Treasury due Jan. 31, 2026 and a fixed spread of 45 bps; and

• $389,954,000 of the $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.

Because the principal amount of securities validly tendered and not validly withdrawn already exceeds the maximum tender amount, the securities will be purchased in accordance with the acceptance priority levels subject to proration.

As previously reported, the total consideration includes an early tender premium of $30 per $1,000 of notes tendered by the early tender deadline.

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 no longer be withdrawn.

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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