Wells Fargo & Company (NYSE: WFC) announced today the commencement of two separate private offers to exchange (i) any and all outstanding subordinated notes of Wells Fargo & Company listed in the table below (the “Parent Notes”) for new Subordinated Notes due January 16, 2024, of Wells Fargo & Company (the “2024 Notes”), and (ii) any and all subordinated notes of Wells Fargo Bank, N.A. listed in the table below (the “Bank Notes” and, together with the Parent Notes, the “Old Notes”) for new Subordinated Notes due January 15, 2044 of Wells Fargo & Company (the “2044 Notes” and, together with the 2024 Notes, the “New Notes”) and cash, if any.
The exchange offers will expire at 11:59 p.m., New York City time, on December 5, 2013, unless extended by Wells Fargo & Company. Tenders of outstanding notes in the exchange offers may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 20, 2013, subject to extension by Wells Fargo & Company, but not thereafter, unless additional withdrawal rights are required by law. The Price Determination Date for the exchange offers is 11:00 a.m., New York City time, on November 21, 2013, unless extended by Wells Fargo & Company (the “Price Determination Date”).
Each exchange offer is being conducted by Wells Fargo & Company upon the terms and subject to the conditions set forth in a confidential offering circular, dated November 6, 2013, and related letter of transmittal. The exchange offers are only extended, and copies of the offering documents will only be made available, to holders of outstanding notes that have certified their status as (1) a “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act of 1933, as amended or (2)(A) a person other than a “U.S. person” as defined in Rule 902 under Regulation S of the Securities Act and (B) if resident and/or located in any Member State of the European Economic Area that has implemented provisions of the Directive 2003/71/EC (as amended, including pursuant to Directive 2010/73/EU, the “Prospectus Directive”), a qualified investor as defined in Article 2.1(e) of the Prospectus Directive (each, an “Eligible Holder”).
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