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
TENDER OFFER DISCUSSED BELOW IS BEING MADE SOLELY PURSUANT TO THE
OFFER TO PURCHASE (AS DEFINED BELOW).
Deutsche Bank Aktiengesellschaft (XETRA: DBKGn.DE / NYSE: DB)
(“Deutsche Bank”) announced today an offer to purchase up to
$1,000,000,000 of aggregate principal amount (subject to increase,
the “Tender Cap”) of the 3.035% Eligible Liabilities Senior Notes
due 2033, 2.311% Eligible Liabilities Senior Notes due 2027, 2.552%
Eligible Liabilities Senior Notes due 2028, and its 2.129% Eligible
Liabilities Senior Notes due 2026 (the “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 Offer to Purchase can be accessed at the following link:
https://gbsc-usa.com/registration/db.
The purpose of this Tender Offer is to proactively manage
Deutsche Bank’s debt maturity profile and to provide liquidity to
current bond holders. The table below summarizes certain
information regarding the Notes and the Tender Offer, including the
order of priority and purchase price information for the Notes.
Acceptance Priority
Level(1)
Title of Notes
CUSIP Number
/ ISIN
Principal Amount Outstanding
(millions)
Par Call Date
Maturity Date
US Treasury Reference Security
(“Reference Security”)
Bloomberg Reference
Page
Fixed Spread
(bps)(2)(3)
1
3.035% Eligible Liabilities
Senior Notes due 2032
251526CK3 / US251526CK32
$1,500
28 May 2031
28 May 2032
2.875% U.S. Treasury Notes due 15
May 2032
PX1
295
2
2.552% Eligible Liabilities
Senior Notes due 2028
25160PAH0 / US25160PAH01
$1,750
7 January 2027
7 January 2028
2.750% U.S. Treasury Notes due 31
July 2027
PX1
295
3
2.311% Eligible Liabilities
Senior Notes due 2027
251526CP2 / US251526CP29
$1,800
16 November 2026
16 November 2027
2.750% U.S. Treasury Notes due 31
July 2027
PX1
290
4
2.129% Eligible Liabilities
Senior Notes due 2026
251526CE7 / US251526CE71
$2,000
24 November 2025
24 November 2026
3.000% U.S. Treasury Notes due 15
July 2025
PX1
260
- Deutsche Bank will purchase up to the Tender Cap of its Notes,
subject to the Acceptance Priority Level as set forth in the table
above (each, an “Acceptance Priority Level”). Deutsche Bank
reserves the right, but is under no obligation, to increase the
Tender Cap at any time, including at or after 10:00 a.m, New York
City time, on 11 August 2022 (such date and time, as the same may
be extended, the “Price Determination Time”), subject to applicable
law.
- Calculated at the Price Determination Time and assumes an Early
Settlement Date (as defined below) of 15 August 2022.
- The Full Tender Offer Consideration (as defined below) for
Notes validly tendered prior to or at the Early Tender Time and
accepted for purchase is calculated using the applicable Fixed
Spread (as defined below) and is inclusive of the Early Tender
Payment, which is equal to $30 per $1,000 principal amount of Notes
validly tendered at or prior to the Early Tender Time and accepted
for purchase by Deutsche Bank (the “Early Tender Payment”). The
Full Tender Offer Consideration will be determined by taking into
account the par call date for each series of Notes.
The terms and conditions of the Tender Offer are described in
the Offer to Purchase.
Holders must validly tender and not properly withdraw their
Notes at or prior to 5:00 p.m., New York City time, on 10 August
2022, unless extended by Deutsche Bank (such date and time with
respect to the Tender Offer, as the same may be extended, the
“Early Tender Time”), in order to be eligible to receive the Full
Tender Offer Consideration, which includes the Early Tender
Payment. Holders that validly tender their 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 11 August 2022, unless extended by Deutsche
Bank. In each case, Holders that validly tender 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. Notes validly tendered may be
withdrawn at any time on or prior to 5:00 p.m., New York City time,
on 10 August 2022, unless extended by Deutsche Bank, but not
thereafter.
All Notes tendered prior to or at the Early Tender Time will be
accepted based on the Acceptance Priority Levels noted above, with
1 being the highest Acceptance Priority Level and 4 being the
lowest Acceptance Priority Level. Acceptance of Notes is also
subject to proration if the validly tendered principal amount
exceeds the Tender Cap. See “Acceptance Priority Levels 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 Notes tendered after the Early
Tender Time.
The Tender Offer will expire at 11:59 p.m., New York City time,
on 24 August 2022, 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”). 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 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 Notes at such time or promptly
thereafter (such date of settlement with respect to the Tender
Offer, the “Early Settlement Date”). The Early Settlement Date is
expected to be 15 August 2022. The “Final Settlement Date” with
respect to the Tender Offer is the date that Deutsche Bank settles
all 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 Final Settlement Date is
expected to be 26 August 2022. Deutsche Bank refers to each of the
Early Settlement Date and the Final Settlement Date as a
“Settlement Date.” Each Settlement Date is subject to change
without notice.
Capitalized terms used in this release and not defined herein
have the meanings given to them in the Offer to Purchase.
Deutsche Bank’s affiliate, Deutsche Bank Securities Inc., is
serving as Dealer Manager in connection with the Tender Offer. For
additional information regarding the terms of the Tender Offer,
please contact: Deutsche Bank Securities Inc. at (866) 627-0391
(toll-free) or (212) 250-2955 (collect). Requests for the Offer to
Purchase may be directed to Global Bondholder Services Corporation,
which is acting as the Tender Agent and Information Agent for the
Tender Offer, at (212) 430-3774 or (855) 654-2015 (toll-free) or
contact@gbsc-usa.com. The Offer to Purchase can also be accessed at
the following link: https://gbsc-usa.com/registration/db.
DISCLAIMERS
THIS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFER is BEING MADE
SOLELY PURSUANT TO THE offer to purchase, WHICH SET FORTH THE
COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE NOTES SHOULD
CAREFULLY READ PRIOR TO MAKING ANY DECISION.
None of Deutsche Bank AG, the Information Agent, the tender
agent or the Dealer Manager has expressed any opinion as to whether
the terms of the Tender Offer are fair. None of Deutsche Bank AG,
the Information Agent, the tender agent or the Dealer Manager makes
any recommendation that holders tender their notes or refrain from
doing so pursuant to the tender offer, and no one has been
authorized by any of them to make any such recommendation. Any
holder of notes should make its own assessment of the merits and
risks of tendering its notes pursuant to the 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.
RESTRICTIONS
THE OFFER to purchase DOes NOT CONSTITUTE AN OFFER OR
SOLICITATION TO PURCHASE 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 OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE
OFFER 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.
This release contains forward-looking statements.
Forward-looking statements are statements that are not historical
facts; they include statements about our beliefs and expectations
and the assumptions underlying them. These statements are based on
plans, estimates and projections as they are currently available to
the management of Deutsche Bank. Forward-looking statements
therefore speak only as of the date they are made, and we undertake
no obligation to update publicly any of them in light of new
information or future events.
By their very nature, forward-looking statements involve risks
and uncertainties. A number of important factors could therefore
cause actual results to differ materially from those contained in
any forward-looking statement. Such factors include the conditions
in the financial markets in Germany, in Europe, in the United
States and elsewhere from which we derive a substantial portion of
our revenues and in which we hold a substantial portion of our
assets, the development of asset prices and market volatility,
potential defaults of borrowers or trading counterparties, the
implementation of our strategic initiatives, the reliability of our
risk management policies, procedures and methods, and other risks
referenced in our filings with the U.S. Securities and Exchange
Commission. Such factors are described in detail in our SEC Form
20-F of 11 March 2022 under the heading “Risk Factors”. Copies of
this document are readily available upon request or can be
downloaded from www.db.com/ir.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220728006024/en/
Deutsche Bank: Investor Relations +49 800 910-8000
db.ir@db.com
Media Relations Jon Laycock Mobile: +447919103884
jon.laycock@db.com
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