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 the pricing for its previously
announced cash tender offer (the “Tender Offer”) for up to $1.0
billion aggregate principal amount of its outstanding 3.035%
Eligible Liabilities Senior Notes due 2032, 2.552% Eligible
Liabilities Senior Notes due 2028, 2.311% Eligible Liabilities
Senior Notes due 2027, and its 2.129% Eligible Liabilities Senior
Notes due 2026 (the “Notes”), at a fixed spread over a Reference
U.S. Treasury Security (as defined below), as described in the
associated Offer to Purchase dated 28 July 2022 (the “Offer to
Purchase”). Capitalized terms used in this release and not defined
herein have the meanings given to them in the Offer to Purchase.
The Offer to Purchase can be accessed at the following link:
https://gbsc-usa.com/registration/db.
The table below summarizes certain information regarding the
Notes and the Tender Offer, including the purchase price
information for the Notes.
Acceptance Priority
Level
Title of Notes
CUSIP Number
/ ISIN
Principal Amount Outstanding
(millions)
Aggregate Principal Amount to
be Accepted
US Treasury Reference Security
(“Reference Security”)
Reference Yield
Fixed Spread
(bps)
Full Tender Offer
Consideration per $1,000 principal amount of Notes(1)(2)
Late Tender Offer
Consideration per $1,000 principal amount of Notes (2)
1
3.035% Eligible Liabilities
Senior Notes due 2032
251526CK3 / US251526CK32
$1,500
$574,059,000
2.875% U.S. Treasury Notes due 15
May 2032
2.792%
295
$815.20
$785.20
2
2.552% Eligible Liabilities
Senior Notes due 2028
25160PAH0 / US25160PAH01
$1,750
$426,066,000
2.750% U.S. Treasury Notes due 31
July 2027
2.888%
295
$874.21
$844.21
3
2.311% Eligible Liabilities
Senior Notes due 2027
251526CP2 / US251526CP29
$1,800
–
2.750% U.S. Treasury Notes due 31
July 2027
–
290
–
–
4
2.129% Eligible Liabilities
Senior Notes due 2026
251526CE7 / US251526CE71
$2,000
–
3.000% U.S. Treasury Notes due 15
July 2025
–
260
–
–
(1)
The Full Tender Offer Consideration for
Notes validly tendered prior to or at the Early Tender Time and
accepted for purchase is calculated using the applicable Fixed
Spread 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.
(2)
Calculated at 10:00 a.m., New York City
time, on 11 August 2022 and assumes an Early Settlement Date of 15
August 2022.
Holders of Notes validly tendered (and not validly withdrawn) at
or prior to the Early Tender Time and accepted for purchase are
eligible to receive the Full Tender Offer Consideration specified
in the table above, which includes the Early Tender Payment.
Holders of Notes validly tendered (and not validly withdrawn) after
the Early Tender Time and at or prior to the Expiration Time and
accepted for purchase will only be eligible to receive the Late
Tender Offer Consideration specified in the table above, which is
equal to the Full Tender Offer Consideration minus the Early Tender
Payment. In addition to the Full Tender Offer Consideration or late
Tender Offer Consideration, as the case may be, Holders of Notes
accepted for purchase will receive Accrued Interest on those Notes
from the last interest payment date with respect to the Notes to,
but not including, the applicable Settlement Date.
The terms and conditions of the Tender Offer are described in
the Offer to Purchase.
Deutsche Bank expects to settle all Notes tendered and not
validly withdrawn at or prior to the Early Tender Time, and shown
as accepted in the table above, on 15 August 2022.
Except as described above, the Tender Offer is not modified by
this announcement. 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.
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: http://gbsc-usa.com/registration/db.
DISCLAIMERS
THIS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER OR SOLICITATION TO PURCHASE NOTES. THE TENDER OFFER IS BEING
MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE
COMPLETE TERMS OF THE TENDER 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 TENDER OFFER TO BE MADE BY A LICENSED BROKER OR DEALER,
THE TENDER 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/20220811005638/en/
Deutsche Bank: Investor Relations +49 800 910-8000
db.ir@db.com
Deutsche Bank Aktiengese... (NYSE:DB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Deutsche Bank Aktiengese... (NYSE:DB)
Historical Stock Chart
From Sep 2023 to Sep 2024