Class A(2024-1) Terms Agreement dated as of February 21, 2024

EX-1.1(2) 3 d659906dex112.htm EX-1.1.2 EX-1.1.2

Exhibit 1.1.2

EXECUTION

WF CARD ISSUANCE TRUST

SERIES CLASS A(2024-1)

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: February 21, 2024

 

To:   WF CARD FUNDING, LLC

Re:   Underwriting Agreement dated February 21, 2024

Series Designation:     Class  A(2024-1)

Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof.

Terms of the Notes:

 

Initial Principal
Amount
 

 

Interest Rate

or Formula

    Price to
Public

$1,250,000,000

    4.94% per year     99.97286%

Interest Payment Dates: The 15th day of each calendar month or if that day is not a Business Day, as defined in the Indenture, the next succeeding Business Day, commencing in April 2024.

Indenture: The Indenture, dated as of November 14, 2023, among WF Card Issuance Trust, as Issuer, U.S. Bank Trust Company, National Association, as Indenture Trustee and as Note Registrar, and U.S. Bank National Association, as Bank.

Indenture Supplement: The WFCardSeries Indenture Supplement, dated as of November 14, 2023, among WF Card Issuance Trust, as Issuer, U.S. Bank Trust Company, National Association, as Indenture Trustee and as Note Registrar, and U.S. Bank National Association, as Bank.

Terms Document: The Class A(2024-1) Terms Document, dated as of March 1, 2024.

Servicing Agreement: The Servicing Agreement, dated as of November 14, 2023, among WF Card Issuance Trust, as Issuer, WF Card Funding, LLC, as Holder of the Transferor Interest, and Wells Fargo Bank, National Association, as Servicer.

 

1


Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued:

 

Per Class A(2024-1) Note:  99.72286%

Registration Statement: 333-251538, 333-251538-01.

Underwriting Commissions, Concessions and Discounts: The Underwriters’ discounts and commissions, the concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows:

 

Underwriting
Discounts and Concessions
    Selling Concessions     Reallowance

0.25000%

    0.1500%     0.075%

Time of Sale: 12:34 p.m. (Eastern Time) on February 21, 2024.

Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company, WFBNA and the Issuing Entity hereby agree that the Closing Date shall be March 1, 2024, 10:00 a.m., New York City time.

Location of Closing: Orrick Herrington & Sutcliffe LLP, 2100 Pennsylvania Avenue NW, Washington, D.C. 20037.

Payment for the Notes: The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the respective principal amounts of the above referenced Class A(2024-1) Notes set forth opposite its name on Schedule I hereto.

 

2


Each of the Underwriters agrees, severally and not jointly, subject to the terms and provisions of the above referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the respective principal amounts of the above referenced Class A(2024-1) Notes set forth opposite its name on Schedule I hereto.

WELLS FARGO SECURITIES, LLC,

As Underwriter or as the Representative of the

Underwriters named in Schedule I to the Terms

Agreement

 

By:

 

/s/ Austin Vanassa

 

Name: Austin Vanassa

 

Title:  Managing Director

 

3


Accepted:

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

By:

 

/s/ Kristine Kinzle

 

Name: Kristine Kinzle

 

Title:  Executive Director

WF CARD ISSUANCE TRUST

By: WF CARD FUNDING, LLC,

    not in its individual capacity but solely as

    Beneficiary on behalf of the Issuing Entity

 

By:

 

/s/ Bryant Owens

 

Name: Bryant Owens

 

Title:  President

WF CARD FUNDING, LLC

 

By:

 

/s/ Bryant Owens

 

Name: Bryant Owens

 

Title:  President

 

4


SCHEDULE I

UNDERWRITERS

$1,250,000,000 Principal Amount of WFCardSeries Class A(2024-1) Notes

 

Underwriters

  Principal Amount  

Wells Fargo Securities, LLC

    $1,041,875,000  

Academy Securities, Inc.

    $41,625,000  

Barclays Capital Inc.

    $41,625,000  

BofA Securities, Inc.

    $41,625,000  

Samuel A. Ramirez & Company, Inc.

    $41,625,000  

Siebert Williams Shank & Co., LLC

    $41,625,000  

 

Schedule I