Registration
Statement No. 333-218897
Dated February 22, 2018; Rule 433
Page 1
5
Year Fixed Rate Eligible Liabilities Senior Notes due February 2023
Eligible
Liabilities Senior Notes
,
Series D
|
|
Terms
and Conditions
|
Thursday,
February 22, 2018
|
|
|
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Final
Terms of the Notes
|
Issuer
|
:
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Deutsche Bank
AG New York Branch
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Issuer’s
Long-term Senior Non-Preferred Unsecured Rating
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:
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Baa2, Negative
(Moody’s); BBB-, Negative (S&P); BBB+, Stable (Fitch)
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Form of Debt
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:
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Eligible Liabilities
Senior Notes (Senior non-preferred)
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Nominal Amount
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:
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USD
1,000,000,000
|
Trade Date
|
:
|
22
February 2018
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Issue Date
|
:
|
27
February 2018
|
Maturity Date
|
:
|
27
February 2023
|
Coupon
|
:
|
3.95%
|
Spread to Benchmark
|
:
|
135
bps
|
Benchmark
|
:
|
UST
2.375% January 2023
|
Reoffer Price
|
:
|
99.807%
|
Reoffer Yield
|
:
|
3.993%
|
Fees
|
:
|
0.325%
|
Day Count Basis
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:
|
30/360, unadjusted following
|
Payment Dates
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:
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Semi-annual in arrears, payable
27 February and 27 August each year, commencing 27 August 2018
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Early Redemption
|
:
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None
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Redemption
|
:
|
100.00%
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Business Days
|
:
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New York and TARGET2
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Listing
|
:
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None
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Denominations
|
:
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Minimum denominations of USD 100,000
and integral multiples of USD 1,000 in excess thereof
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ISIN
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:
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US251526BR93
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CUSIP
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:
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251526BR9
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Lead Manager
|
:
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Deutsche Bank Securities Inc.
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Co-managers
|
:
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Academy
Securities, Inc., ANZ Securities, Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, Citigroup Global
Markets Inc., Citizens Capital Markets, Inc., Drexel Hamilton, LLC, The Huntington Investment Company, Mischler Financial
Group, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Standard Chartered Bank, TD
Securities (USA) LLC, U.S. Bancorp Investments, Inc.
Standard
Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more
U.S. registered broker-dealers as permitted by the regulations of Financial Industry Regulatory Authority, Inc.
|
Settlement
|
:
|
DTC and Euroclear/Clearstream
|
Calculation Agent
|
:
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Deutsche Bank AG, London Branch
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Documentation
|
:
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SEC Registered
|
Eligible
Liabilities Terms
|
:
|
Waiver
of right to set-off; no events of default; repurchase prior to maturity subject to regulatory approval if then required under
applicable law; recognition of applicable resolution measures
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Resolution Measures:
|
|
Holders of the notes will be bound
by and deemed irrevocably to consent to the imposition of any Resolution Measure (as defined below) by the competent resolution
authority, which may include the write down of all, or a portion, of any payment on the notes or the conversion of the notes
into ordinary shares or other instruments of ownership. In a German insolvency proceeding or in the event of the imposition
of Resolution Measures with respect to the Issuer, certain specifically defined senior unsecured debt instruments, including
the notes, would rank junior to, without constituting subordinated debt, all other outstanding unsecured unsubordinated obligations
of the Issuer, including some of the other senior debt securities issued by the Issuer, and would be satisfied only if all
such other senior unsecured obligations of the Issuer have been paid in full. Please see “Resolution Measures and Deemed
Agreement” below for more information.
|
Capitalized
terms used but not defined in this term sheet have the meanings assigned to them in the accompanying prospectus supplement and
prospectus
.
•
Prospectus supplement dated July 7, 2017
:
https://www.sec.gov/Archives/edgar/data/1159508/000119312517224065/d412421d424b21.pdf
•
Prospectus dated July 7, 2017
:
Registration
Statement No. 333-218897
Dated February 22, 2018; Rule 433
Page 2
5
Year Fixed Rate Eligible Liabilities Senior Notes due February 2023
Eligible
Liabilities Senior Notes
,
Series D
|
|
Terms
and Conditions
|
Thursday,
February 22, 2018
|
|
|
|
https://www.sec.gov/Archives/edgar/data/1159508/000119312517224058/d603970d424b21.pdf
Registration
Statement No. 333-218897
Dated February 22, 2018; Rule 433
Page 3
5
Year Fixed Rate Eligible Liabilities Senior Notes due February 2023
Eligible
Liabilities Senior Notes
,
Series D
|
|
Terms
and Conditions
|
Thursday,
February 22, 2018
|
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|
|
RESOLUTION
MEASURES AND DEEMED AGREEMENT
On
May 15, 2014, the European Parliament and the Council of the European Union adopted a directive establishing a framework for the
recovery and resolution of credit institutions and investment firms (commonly referred to as the “
Bank Recovery and Resolution
Directive
”). The Bank Recovery and Resolution Directive required each member state of the European Union to adopt and
publish by December 31, 2014 the laws, regulations and administrative provisions necessary to comply with the Bank Recovery and
Resolution Directive. Germany adopted the Recovery and Resolution Act (
Sanierungs- und Abwicklungsgesetz
, or the “
Resolution
Act
”), which became effective on January 1, 2015. The Bank Recovery and Resolution Directive and the Resolution Act
provided national resolution authorities with a set of resolution powers to intervene in the event that a bank is failing or likely
to fail and certain other conditions are met. From January 1, 2016, the power to initiate resolution measures applicable to significant
banking groups (such as Deutsche Bank Group) in the European Banking Union has been transferred to the European Single Resolution
Board which, based on the European Union regulation establishing uniform rules and a uniform procedure for the resolution of credit
institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund (the
“
SRM Regulation”
), works in close cooperation with the European Central Bank, the European Commission and the
national resolution authorities. Pursuant to the SRM Regulation, the Resolution Act and other applicable rules and regulations,
the notes may be subject to any Resolution Measure by the competent resolution authority if we become, or are deemed by the competent
supervisory authority to have become, “non-viable” (as defined under the then applicable law) and are unable to continue
our regulated banking activities without a Resolution Measure becoming applicable to us. By acquiring the notes, you will be bound
by and deemed irrevocably to consent to the provisions set forth in the accompanying prospectus, which we have summarized below.
Pursuant
to the German Banking Act as amended by the German law on the mechanism for the resolution of banks of November 2, 2015 (
Abwicklungsmechanismusgesetz
,
or the “
Resolution Mechanism Act
”), in a German insolvency proceeding or in the event of the imposition of
Resolution Measures with respect to the Issuer, certain specifically defined senior unsecured debt instruments, including the
notes, would rank junior to, without constituting subordinated debt, all other outstanding unsecured unsubordinated obligations
of the Issuer and would be satisfied only if all such other senior unsecured unsubordinated obligations of the Issuer have been
paid in full.
The Resolution Mechanism Act could lead to increased losses for the holders of the notes if insolvency proceedings
were initiated or Resolution Measures imposed upon the Issuer
. See the risk factor below and “Risk Factors” in
the accompanying prospectus for more information.
By
acquiring the notes, you will be bound by and deemed irrevocably to consent to the imposition of any Resolution Measure by the
competent resolution authority. Under the relevant resolution laws and regulations as applicable to us from time to time, the
notes may be subject to the powers exercised by the competent resolution authority to: (i) write down, including to zero, any
payment on the notes; (ii) convert the notes into ordinary shares of (a) the Issuer, (b) any group entity or (c) any bridge bank
or other instruments of ownership of such entities qualifying as common equity tier 1 capital (and the issue to or conferral of
the holders (including the beneficial owners) of such ordinary shares or instruments); and/or (iii) apply any other resolution
measure including, but not limited to, any transfer of the notes to another entity, the amendment, modification or variation of
the terms and conditions of the notes or the cancellation of the notes. We refer to each of these measures as a “
Resolution
Measure
.” A “group entity” refers to an entity that is included in the corporate group subject to a Resolution
Measure. A “bridge bank” refers to a newly chartered German bank that would receive some or all of our equity securities,
assets, liabilities and material contracts, including those attributable to our branches and subsidiaries, in a resolution proceeding.
Furthermore,
by acquiring the notes, you:
|
·
|
are
deemed irrevocably to have agreed, and you will agree: (i) to be bound by, to acknowledge
and to accept any Resolution Measure and any amendment, modification or variation of
the terms and conditions of the notes to give effect to any Resolution Measure; (ii)
that you will have no claim or other right against us arising out of any Resolution Measure;
and (iii) that the imposition of any Resolution Measure will not constitute a default
or an event of default under the notes, under the Eligible Liabilities Senior Indenture
dated April 19, 2017 among us, The Bank of New York Mellon, as trustee, and Deutsche
Bank Trust Company Americas, as paying agent, authenticating agent, issuing agent and
registrar, as amended and supplemented from time to time (the “
Indenture
”),
or for the purposes of, but only to the fullest extent permitted by, the Trust Indenture
Act of 1939, as amended (the “
Trust Indenture Act
”);
|
|
·
|
waive,
to the fullest extent permitted by the Trust Indenture Act and applicable law, any and
all claims against the trustee and the paying agent, the issuing agent and the registrar
(each, an “
indenture agent
”) for, agree not to initiate a suit against
the trustee or the indenture agents in respect of, and agree that the trustee and the
indenture agents will not be liable for, any action that the trustee or any of the indenture
agents takes, or abstains from taking, in either case in accordance with the imposition
of a Resolution Measure by the competent resolution authority with respect to the notes;
and
|
|
·
|
will
be deemed irrevocably to have: (i) consented to the imposition of any Resolution Measure
as it may be imposed without any prior notice by the competent resolution authority of
its decision to exercise such power with respect to
|
Registration
Statement No. 333-218897
Dated February 22, 2018; Rule 433
Page 4
5
Year Fixed Rate Eligible Liabilities Senior Notes due February 2023
Eligible
Liabilities Senior Notes
,
Series D
|
|
Terms
and Conditions
|
Thursday,
February 22, 2018
|
|
|
|
the
notes; (ii) authorized, directed and requested The Depository Trust Company (“
DTC
”) and any direct participant
in DTC or other intermediary through which you hold such notes to take any and all necessary action, if required, to implement
the imposition of any Resolution Measure with respect to the notes as it may be imposed, without any further action or direction
on your part or on the part of the trustee or the indenture agents; and (iii) acknowledged and accepted that the Resolution Measure
provisions described herein and in the “Resolution Measures” section of the accompanying prospectus are exhaustive
on the matters described herein and therein to the exclusion of any other agreements, arrangements or understandings between you
and the Issuer relating to the terms and conditions of the notes.
This
is only a summary, for more information please see the accompanying prospectus dated July 7, 2017
,
including the risk factors
beginning on page 9 of such prospectus
.
THE
NOTES ARE SUBJECT TO THE CREDIT OF DEUTSCHE BANK AG
The
notes are senior unsecured obligations of Deutsche Bank AG and are not, either directly or indirectly, an obligation of any third
party. Any interest payments to be made on the notes and the repayment of principal at maturity depend on the ability of Deutsche
Bank AG to satisfy its obligations as they become due. An actual or anticipated downgrade in Deutsche Bank AG’s credit rating
or increase in the credit spreads charged by the market for taking Deutsche Bank AG’s credit risk will likely have an adverse
effect on the value of the notes. As a result, the actual and perceived creditworthiness of Deutsche Bank AG will affect the value
of the notes. On March 28, 2017, Standard & Poor’s downgraded Deutsche Bank AG’s long-term issue ratings on certain
senior unsecured debt instruments reclassified as senior subordinated debt due to Germany’s recently introduced law from
“BBB+” to “BBB-.” On September 29, 2017, Fitch downgraded Deutsche Bank AG’s Long-Term Issuer Default
Rating (IDR) from “A-“ to “BBB+.” On December 12, 2017, Moody’s affirmed Deutsche Bank AG’s
senior unsecured rating of Baa2 but changed the outlook for this debt class from “stable” to “negative.”
Any future downgrade could materially affect Deutsche Bank AG’s funding costs and cause the trading price of the notes to
decline significantly. Additionally, under many derivative contracts to which Deutsche Bank AG is a party, a downgrade could require
it to post additional collateral, lead to terminations of contracts with accompanying payment obligations or give counterparties
additional remedies. In the event Deutsche Bank AG were to default on its payment obligations or become subject to a Resolution
Measure, you might not receive interest and principal payments owed to you under the terms of the notes and you could lose your
entire investment.
THE
NOTES MAY BE WRITTEN DOWN
,
BE CONVERTED INTO ORDINARY SHARES OR OTHER INSTRUMENTS OF OWNERSHIP OR BECOME SUBJECT TO OTHER
RESOLUTION MEASURES
.
IN A GERMAN INSOLVENCY PROCEEDING OR IN THE EVENT OF THE IMPOSITION OF RESOLUTION MEASURES WITH RESPECT
TO THE ISSUER, THE NOTES WOULD BE SATISFIED ONLY IF CERTAIN OTHER UNSECURED UNSUBORDINATED OBLIGATIONS OF THE ISSUER HAVE BEEN
PAID IN FULL
.
YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT IF ANY SUCH MEASURE BECOMES APPLICABLE TO US
Pursuant
to the SRM Regulation, the Resolution Act and other applicable rules and regulations described above under “Resolution Measures
and Deemed Agreement,” the notes are subject to the powers exercised by the competent resolution authority to impose Resolution
Measures on us, which may include: writing down, including to zero, any claim for payment on the notes; converting the notes into
ordinary shares of (i) the Issuer, (ii) any group entity or (iii) any bridge bank or other instruments of ownership of such entities
qualifying as common equity tier 1 capital (and the issue to or conferral of the holders (including the beneficial owners) of
such ordinary shares or instruments); or applying any other resolution measure including, but not limited to, transferring the
notes to another entity, amending, modifying or varying the terms and conditions of the notes or cancelling the notes. The competent
resolution authority may apply Resolution Measures individually or in any combination.
The
Resolution Mechanism Act provides that, in a German insolvency proceeding of the Issuer, certain specifically defined senior unsecured
debt instruments, including the notes, would rank junior to, without constituting subordinated debt, all other outstanding unsecured
unsubordinated obligations of the Issuer and would be satisfied only if all such other senior unsecured unsubordinated obligations
of the Issuer have been paid in full. This prioritization would also be given effect if Resolution Measures are imposed on the
Issuer, so that obligations under debt instruments that rank junior in insolvency as described above would be written down or
converted into common equity tier 1 instruments before any other senior unsecured obligations of the Issuer are written down or
converted. A large portion of our liabilities consist of senior unsecured obligations that either fall outside the statutory definition
of debt instruments that rank junior to other senior unsecured obligations according to the Resolution Mechanism Act or are expressly
exempted from such definition.
Among
those unsecured unsubordinated obligations that are expressly exempted are money market instruments and senior unsecured debt
instruments whose terms provide that (i) the amount of the repayment depends on the occurrence or non-occurrence of an event which
is uncertain at the point in time when the senior unsecured debt instruments are issued or settlement is effected in a way other
than by monetary payment, or (ii) the amount of the interest payments depends on the occurrence or non-occurrence of an event
which is uncertain at the point in time when the senior unsecured debt instruments are issued unless the payment of interest or
the amount of the interest payments solely depends on a fixed or floating reference interest rate and settlement is effected by
monetary payment. This order of priority introduced by the
Registration
Statement No. 333-218897
Dated February 22, 2018; Rule 433
Page 5
5
Year Fixed Rate Eligible Liabilities Senior Notes due February 2023
Eligible
Liabilities Senior Notes
,
Series D
|
|
Terms
and Conditions
|
Thursday,
February 22, 2018
|
|
|
|
Resolution
Mechanism Act became effective on January 1, 2017 and would apply to the then outstanding debt instruments of the Issuer if German
insolvency proceedings were instituted, or if Resolution Measures were imposed, on such debt instruments. In a German insolvency
proceeding or in the event of the imposition of Resolution Measures with respect to the Issuer, the competent resolution authority
or court would determine whether the securities offered by the prospectus have the terms described in clauses (i) or (ii) above,
referred to herein as “
Structured Debt Securities
,” or whether they do not, referred to herein as “
Non
-
Structured
Debt Securities
.”
We expect and intend the notes offered herein to be classified as Non-Structured Debt Securities.
In a German insolvency proceeding or in the event of the imposition of Resolution Measures with respect to the Issuer, the
unsecured unsubordinated obligations of the Issuer that either fall outside the statutory definition of debt instruments that
rank junior to other senior unsecured obligations or are expressly exempted from such definition, including any Structured Debt
Securities, are expected to bear losses
after
the Non-Structured Debt Securities (including the notes) as described above.
The Resolution Mechanism Act could lead to increased losses for the holders of the notes if insolvency proceedings were initiated
or Resolution Measures imposed upon the Issuer
.
In
November 2016, the European Commission proposed substantial amendments to, among other laws, the Capital Requirements Regulation,
the Bank Recovery and Resolution Directive and the SRM Regulation. The proposals cover multiple areas, including the ranking of
certain unsecured debt instruments in national insolvency proceedings (to include a new category of ‘non-preferred’
senior debt referred to as “eligible liabilities instruments”), the introduction of a moratorium tool, refinements
of the minimum requirement for own funds and eligible liabilities (or “
MREL
”) framework, and the integration
of the minimum total loss-absorbing capacity (or “
TLAC
”) standard into EU legislation. Based upon the current
proposals, we expect the securities to qualify as “eligible liabilities instruments” and to continue to rank similar
to Non-Structured Debt Securities once the proposals become effective. The proposals, if they are enacted as proposed, may also
enable us to issue instruments similar to the securities but ranking senior to them. The proposals are to be considered by the
European Parliament and the Council of the European Union and therefore remain subject to change. The legislation when final may
not include all elements of the proposals and new or amended elements may be introduced in the course of the legislative process.
Until the proposals are in final form, it is uncertain how the proposals will affect us or holders of the securities. The current
proposals, as well as the economic and financial environment at the time of implementation and beyond, can have a material impact
on our operations and financial condition and they may require us to raise additional capital or issue additional “eligible
liabilities instruments.”
Imposition
of a Resolution Measure would likely occur if we become, or are deemed by the competent supervisory authority to have become,
“non-viable” (as defined under the then applicable law) and are unable to continue our regulated banking activities
without a Resolution Measure becoming applicable to us. The Bank Recovery and Resolution Directive and the Resolution Act are
intended to eliminate the need for public support of troubled banks, and you should be aware that public support, if any, would
only potentially be used by the competent supervisory authority as a last resort after having assessed and exploited, to the maximum
extent practicable, the resolution tools, including the bail-in tool.
You may lose some or all of your investment in the notes
if a Resolution Measure becomes applicable to us
.
By
acquiring the notes, you would have no claim or other right against us arising out of any Resolution Measure and we would have
no obligation to make payments under the notes following the imposition of a Resolution Measure. In particular, the imposition
of any Resolution Measure will not constitute a default or an event of default under the notes, under the Indenture or for the
purposes of, but only to the fullest extent permitted by, the Trust Indenture Act. Furthermore, because the notes are subject
to any Resolution Measure, secondary market trading in the notes may not follow the trading behavior associated with similar types
of securities issued by other financial institutions which may be or have been subject to a Resolution Measure. In addition, secondary
market trading in the notes may not follow the trading behavior associated either with Structured Debt Securities issued by us
or with securities issued by other financial institutions that are not subject to the Resolution Mechanism Act or similar laws.
In
addition, by your acquisition of the notes, you waive, to the fullest extent permitted by the Trust Indenture Act and applicable
law, any and all claims against the trustee and the indenture agents for, agree not to initiate a suit against the trustee or
any indenture agent in respect of, and agree that the trustee and the indenture agents will not be liable for, any action that
the trustee or any indenture agent takes, or abstains from taking, in either case in accordance with the imposition of a Resolution
Measure by the competent resolution authority with respect to the notes.
Accordingly
,
you may have limited or circumscribed
rights to challenge any decision of the competent resolution authority to impose any Resolution Measure
.
Deutsche
Bank AG has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the
offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement
and the other documents relating to this offering that Deutsche Bank AG has filed with the SEC for more complete information
about Deutsche Bank AG and this offering. You may obtain these documents without cost by visiting EDGAR on the SEC website
at www.sec.gov. Alternatively, Deutsche Bank AG, any agent or any dealer participating in this offering will arrange to
send you the prospectus, prospectus supplement and this term sheet if you so request by calling toll-free 1-800-503-4611.
|
Registration
Statement No. 333-218897
Dated February 22, 2018; Rule 433
Page 6
5
Year Fixed Rate Eligible Liabilities Senior Notes due February 2023
Eligible
Liabilities Senior Notes
,
Series D
|
|
Terms
and Conditions
|
Thursday,
February 22, 2018
|
|
|
|
PRIIPs
Regulation/Prohibition of Sales to EEA Retail Investors
The
notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the European Economic Area. For these purposes, (a) a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID
II”); (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Directive 2003/71/EC;
and (b) the expression “offer” includes the communication in any form and by any means of sufficient information
on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”)
for offering or selling the notes or otherwise making them available to retail investors in the European Economic Area has been
prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the European
Economic Area may be unlawful under the PRIIPs Regulation.
MiFID
II Product Governance/Professional Investors and ECPs-only Target Market
Solely
for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the notes has
led to the conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each
as defined in MiFID II; and (ii) all channels for distribution of the notes to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the notes (a “distributor”) should take
into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturers’
target market assessment) and determining appropriate distribution channels.
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