NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO ANY JURISDICTION INTO WHICH SUCH
DISTRIBUTION WOULD BE UNLAWFUL. THIS NOTICE IS FOR INFORMATION ONLY
AND IS NOT AN OFFER TO EXCHANGE, PURCHASE OR SELL SECURITIES. THE
EXCHANGE OFFER AND THE TENDER OFFER DISCUSSED BELOW ARE BEING MADE
SOLELY PURSUANT TO THE RESPECTIVE OFFER DOCUMENTS.
Deutsche Bank Aktiengesellschaft (“Deutsche Bank”) announced
today an offer to exchange up to $4,500,000,000 aggregate principal
amount of its outstanding 4.25% Senior Notes due 2021 (the
“Original Notes”) for a like principal amount of its 4.25% Eligible
Liabilities Senior Notes due 2021 (the “Exchange Notes”) that will
be registered under the Securities Act of 1933, as amended (the
“Exchange Offer”), pending effectiveness of a Registration
Statement on Form F-4 (the “Registration Statement”) relating to
the Exchange Offer filed today with the United States Securities
and Exchange Commission (the “SEC”). Concurrently with the Exchange
Offer, Deutsche Bank also announced an offer to purchase up to
$1,000,000,000 of aggregate principal amount (subject to increase,
the “Tender Cap”) of the Original Notes for cash (the “Tender
Offer”) at a purchase price determined in accordance with the
procedures as described in the related Offer to Purchase also dated
today (the “Offer to Purchase”).
The Exchange Offer and Tender Offer (together, the “Offers” and
each an “Offer”) are being conducted independently of each other.
The consummation of the Exchange Offer is not contingent on the
consummation of the Tender Offer, and the consummation of the
Tender Offer is not contingent on the consummation of the Exchange
Offer.
Exchange Offer
Deutsche Bank is offering to exchange up to $4,500,000,000
aggregate principal amount of the outstanding Original Notes for a
like principal amount of the Exchange Notes. Original Notes may
only be tendered in denominations of $150,000 and integral
multiples of $1,000 in excess thereof. The Exchange Notes will be
issued in fully registered form and in denominations of $1,000 and
integral multiples thereof. Deutsche Bank intends to issue the
Exchange Notes promptly after the Exchange Expiration Date (defined
below). In order to be exchanged, an Original Note must be validly
tendered, not validly withdrawn and accepted. Deutsche Bank intends
to exchange all Original Notes that are validly tendered and not
validly withdrawn, subject to the satisfaction or waiver of the
conditions of the Exchange Offer (see “Conditions to the Exchange
Offer” in the Registration Statement). As of April 19, 2017,
$4,500,000,000 aggregate principal amount of Original Notes is
outstanding. If all outstanding Original Notes are tendered for
exchange, there will be $4,500,000,000 aggregate principal amount
of Exchange Notes outstanding following the completion of the
Exchange Offer.
The terms and conditions of the Exchange Offer are described in
the Registration Statement and the related letter of
transmittal.
The Exchange Offer will expire at 11:59 p.m., New York City
time, on May 16, 2017 (the “Exchange Expiration Date”), unless
extended by Deutsche Bank. Tenders may be withdrawn at any time
before 11:59 p.m., New York City time, on May 16, 2017.
The Exchange Notes will have the same interest rate, interest
payment dates and maturity date as of the Original Notes. The
United States transfer restrictions applicable to the Original
Notes do not apply to the Exchange Notes. In addition, while the
economic provisions of the Exchange Notes will be substantially
similar to those of the Original Notes, the terms of the Exchange
Notes will differ from the terms of the Original Notes in certain
important respects. Investors should see “Comparison of Material
Differences Between the Original Notes and the Exchange Notes” in
the Registration Statement for more details. Any Original Notes not
exchanged will remain outstanding and continue to accrue interest
according to their terms.
Tender Offer
Deutsche Bank is offering to purchase up to $1,000,000,000 of
the same 4.25% Senior Notes due 2021 that are targeted in the
Exchange Offer. Pricing for the Tender Offer will be determined by
reference to a fixed spread over a Reference U.S. Treasury Security
as set forth in the table below.
Title of Original Notes
CUSIP Number/ISIN
Principal Amount
Outstanding (millions)
EarlyTenderPayment(1)
Fixed Spread
(bps)(2)
Reference U.S.
TreasurySecurity
Bloomberg
ReferencePage
Hypothetical Full Tender
Offer Consideration(2)(3)
Hypothetical Late Tender
Offer Consideration(3)
4.25% SeniorNotes due 2021
251541AN8/US251541AN81
$4,500 $30 155
1.875% U.S.Treasury Notes dueMarch 31,
2022
PX1 $1,039.08 $1,009.08
(1) Per $1,000
principal amount of Original Notes validly tendered and not
properly withdrawn and accepted for purchase at or prior to the
Early Tender Time. (2) Includes the Early Tender Payment. (3)
Calculated at 10:00 a.m., New York City Time, on April 18, 2017 and
assumes an Early Settlement Date of May 4, 2017.
The terms and conditions of the Tender Offer are described in
the Offer to Purchase and the related letter of transmittal.
The Tender Offer will expire at 11:59 p.m., New York City time,
on May 16, 2017, unless extended or earlier terminated by Deutsche
Bank (such date and time with respect to the Tender Offer, as the
same may be extended or earlier terminated, the “Tender Expiration
Time”). Holders must validly tender and not properly withdraw their
Original Notes at or prior to 5:00 p.m., New York City time, on May
2, 2017, unless extended by Deutsche Bank (such date and time with
respect to the Tender Offer, the “Early Tender Time”), in order to
be eligible to receive the Full Tender Offer Consideration, which
includes the early tender payment set forth in the table above (the
“Early Tender Payment”). Holders that validly tender their Original
Notes after the Early Tender Time and at or prior to the Tender
Expiration Time will not be eligible to receive the Early Tender
Payment and will only be eligible to receive the Late Tender Offer
Consideration. The price determination time for the Tender Offer
will be 10:00 a.m., New York City time, on May 3, 2017, unless
extended by Deutsche Bank. In each case, Holders that validly
tender Original Notes that are accepted for purchase by Deutsche
Bank will receive accrued and unpaid interest from, and including,
the last interest payment date to, but not including, the
Settlement Date (defined below), in each case rounded to the
nearest cent. Original Notes validly tendered may be withdrawn at
any time on or prior to 5:00 p.m., New York City time, on May 2,
2017, unless extended by Deutsche Bank, but not thereafter.
Acceptance of Original Notes is subject to proration if the
validly tendered principal amount exceeds the Tender Cap. See
“Acceptance Priority and Proration” in the Offer to Purchase for
more details. Further, if the Tender Cap is exceeded by the Early
Tender Time, Deutsche Bank will not accept for purchase any
Original Notes tendered after the Early Tender Time.
Following the Early Tender Time and prior to the Tender
Expiration Time, Deutsche Bank may, but is not obligated to, with
respect to the Tender Offer, elect to accept the Original Notes
validly tendered at or prior to the Early Tender Time, provided
that all conditions to the Tender Offer have been satisfied or
waived by Deutsche Bank, and settle such Original Notes at such
time or promptly thereafter (such date of settlement with respect
to the Tender Offer, the “Early Settlement Date”). The “Final
Settlement Date” with respect to the Tender Offer is the date that
Deutsche Bank settles all Original Notes not previously settled on
the Early Settlement Date, if any, and Deutsche Bank expects such
date to be two business days following the Tender Expiration Time.
The Early Settlement Date is expected to be May 4, 2017, and the
Final Settlement Date is expected to be May 18, 2017, in each case
subject to change without notice. Deutsche Bank refers to each of
the Early Settlement Date and the Final Settlement Date as a
“Settlement Date.”
Capitalized terms used in this press release and not defined
herein have the meanings given to them in the Registration
Statement and Offer to Purchase.
Deutsche Bank’s affiliate, Deutsche Bank Securities Inc., is
serving as Dealer Manager in connection with the Exchange Offer and
Tender Offer. For additional information regarding the terms of the
Exchange Offer and Tender Offer, please contact: Deutsche Bank
Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955
(collect). Requests for any Offer Documents may be directed to
Global Bondholder Services Corporation, which is acting as the
Exchange Agent and Information Agent for the Exchange Offer, and as
Tender Agent and Information Agent for the Tender Offer, at (212)
430-3774 or (866) 470-4500 (toll-free) or contact@gbsc-usa.com.
DISCLAIMERS
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO EXCHANGE OR PURCHASE ORIGINAL NOTES.
THE OFFERS ARE BEING MADE SOLELY PURSUANT TO THE REGISTRATION
STATEMENT AND OFFER TO PURCHASE, WHICH SET FORTH THE COMPLETE TERMS
OF THE OFFERS THAT HOLDERS OF THE ORIGINAL NOTES SHOULD CAREFULLY
READ PRIOR TO MAKING ANY DECISION.
NONE OF DEUTSCHE BANK AG, THE EXCHANGE AGENT, THE INFORMATION
AGENT, THE TENDER AGENT OR THE DEALER MANAGER HAS EXPRESSED ANY
OPINION AS TO WHETHER THE TERMS OF THE EXCHANGE OFFER AND TENDER
OFFER ARE FAIR. NONE OF DEUTSCHE BANK AG, THE EXCHANGE AGENT, THE
INFORMATION AGENT, THE TENDER AGENT OR THE DEALER MANAGER MAKES ANY
RECOMMENDATION THAT HOLDERS TENDER THEIR ORIGINAL NOTES OR REFRAIN
FROM DOING SO PURSUANT TO THE EXCHANGE OFFER OR TENDER OFFER, AND
NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE ANY SUCH
RECOMMENDATION. ANY HOLDER OF ORIGINAL NOTES SHOULD MAKE ITS OWN
ASSESSMENT OF THE MERITS AND RISKS OF TENDERING ITS ORIGINAL NOTES
PURSUANT TO THE EXCHANGE OFFER OR TENDER OFFER AND SHOULD SEEK ITS
OWN ADVICE (INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES) FROM ITS
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL OR LEGAL ADVISER.
DEUTSCHE BANK HAS FILED A REGISTRATION STATEMENT (INCLUDING A
PRELIMINARY PROSPECTUS) WITH THE SEC PURSUANT TO WHICH THE EXCHANGE
OFFER ABOVE WOULD BE MADE. FOLLOWING DECLARATION OF EFFECTIVENESS
OF THE REGISTRATION STATEMENT, DEUTSCHE BANK INTENDS TO FILE A
FINAL PROSPECTUS IN RESPECT OF THE EXCHANGE OFFER WITH THE SEC.
RESTRICTIONS
THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION
TO EXCHANGE OR PURCHASE ORIGINAL NOTES IN ANY JURISDICTION IN
WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE
SKY LAWS. IN ANY JURISDICTION IN WHICH SECURITIES, BLUE SKY OR
OTHER LAWS REQUIRE THE OFFERS TO BE MADE BY A LICENSED BROKER OR
DEALER, THE OFFERS WILL BE DEEMED TO BE MADE ON BEHALF OF THE
DEUTSCHE BANK BY THE DEALER MANAGER, IF THE DEALER MANAGER IS A
LICENSED BROKER OR A DEALER UNDER THE LAWS OF SUCH JURISDICTION, OR
BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED
UNDER THE LAWS OF SUCH JURISDICTION.
About Deutsche Bank
Deutsche Bank provides commercial and investment banking, retail
banking, transaction banking and asset and wealth management
products and services to corporations, governments, institutional
investors, small and medium-sized businesses, and private
individuals. Deutsche Bank is Germany’s leading bank, with a strong
position in Europe and a significant presence in the Americas and
Asia Pacific. Additional information about Deutsche Bank is
available at www.db.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20170419005760/en/
Deutsche Bank:Investor Relations+49 69 910 35395
(Frankfurt)+44 20 754 50279 (London)db.ir@db.comorMedia
RelationsKerrie McHugh212-250-6853 (New
York)kerrie.mchugh@db.com
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