Deutsche Bank Aktiengesellschaft (“Deutsche Bank”) announced
today the commencement of cash tender offers for $2.0 billion
aggregate principal amount of its outstanding notes, in each case
at a purchase price determined in accordance with the procedures of
a modified “Dutch Auction”, as described in the associated Offer to
Purchase dated February 12, 2016. The offers (the “Offers”, and
each an “Offer”) will be comprised of:
- an Offer (the “First Tranche Offer”) to
purchase up to $500 million (subject to increase, the “First
Tranche Tender Cap”) aggregate principal amount of the “First
Tranche Notes” set forth in the table below;
- an Offer (the “Second Tranche Offer”)
to purchase up to $750 million (subject to increase, the “Second
Tranche Tender Cap”) aggregate principal amount of the “Second
Tranche Notes” set forth in the table below;
- an Offer (the “Third Tranche Offer”) to
purchase up to $600 million (subject to increase, the “Third
Tranche Tender Cap”) aggregate principal amount of the “Third
Tranche Notes” set forth in the table below;
- an Offer (the “Fourth Tranche Offer”)
to purchase up to $150 million (subject to increase, the “Fourth
Tranche Tender Cap” and together with the First Tranche Tender Cap,
the Second Tranche Tender Cap and the Third Tranche Tender Cap, the
“Tender Caps”) aggregate principal amount of the “Fourth Tranche
Notes” set forth in the table below.
Acceptable BidSpread Range
(1) (2)
Title of Notes
CUSIP/ISIN Numbers
Principal
AmountOutstanding(millions)
EarlyTenderPayment(1)
MinimumSpread(bps)
BaseSpread(bps)
Reference U.S.
TreasurySecurity
BloombergReferencePage
First Tranche
Notes
1.350% Notes due 2017
25152RWY5/US25152RWY51
$1,400.0 $30.00 210 235
0.750% U.S. TreasuryNotes due January
31,2018
PX1 6.000% Notes due 2017
25152CMN3/US25152CMN38
$2,131.2 $30.00 230 255
0.750% U.S. TreasuryNotes due January
31,2018
PX1
Second Tranche
Notes
1.875% Notes due 2018
25152RYD9/US25152RYD96
$2,000.0 $30.00 250 275
0.750% U.S. TreasuryNotes due January
31,2018
PX1 2.500% Notes due 2019
25152RVS9/US25152RVS92
$2,250.0 $30.00 250 275
1.125% U.S. TreasuryNotes due January
15,2019
PX1
Third Tranche
Notes
2.950% Notes due 2020
25152R2U6/US25152R2U64
$970.0 $30.00 235 260
1.375% U.S. TreasuryNotes due January
31,2021
PX1 3.125% Notes due 2021
25152R2X0/US25152R2X04
$1,000.0 $30.00 260 285
1.375% U.S. TreasuryNotes due January
31,2021
PX1 3.700% Notes due 2024
25152RXA6/US25152RXA66
$1,600.0 $30.00 275 300
2.250% U.S. TreasuryNotes due November15,
2025
PX1
Fourth Tranche
Notes
4.100% Notes due 2026
25152R2Y8/US25152R2Y86
$750.0 $30.00 290 315
2.250% U.S. TreasuryNotes due November15,
2025
PX1 (1) Per $1,000 principal amount of Notes accepted for
purchase. We will also pay accrued and unpaid interest to, but not
including, the applicable Settlement Date (defined below). (2)
Includes the applicable Early Tender Payment (defined below).
The terms and conditions of the Offers are described in the
offer to purchase dated February 12, 2016 (the “Offer to Purchase”)
and the related letter of transmittal (the “Letter of Transmittal”
and, together with the Offer to Purchase, the “Offer
Documents”).
The Offers will expire at 11:59 p.m., New York City time, on
March 11, 2016, unless extended or earlier terminated by Deutsche
Bank (such date and time with respect to an Offer, as the same may
be extended or earlier terminated, the “Expiration Time”). Holders
must validly tender and not properly withdraw their Notes at or
prior to 5:00 p.m., New York City time, on February 26, 2016,
unless extended by Deutsche Bank (such date and time with respect
to an Offer, the “Early Tender Time”), in order to be eligible to
receive the applicable Full Tender Offer Consideration (defined
below), which includes the applicable early tender payment set
forth in the table above (the “Early Tender Payment”). Holders that
validly tender their Notes after the applicable Early Tender Time
and at or prior to the applicable Expiration Time for an Offer will
not be eligible to receive the Early Tender Payment and will only
be eligible to receive the applicable Late Tender Offer
Consideration. The price determination time for the Offers will be
11:00 a.m., New York City time, on February 29, 2016, 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
for such Notes, in each case rounded to the nearest cent (“Accrued
Interest”). Notes validly tendered may be withdrawn at any time on
or prior to 5:00 p.m., New York City time, on February 26, 2016,
unless extended by Deutsche Bank (such date and time with respect
to an Offer, as the same may be extended, the “Withdrawal
Deadline”), but not thereafter.
Acceptance of Notes with respect to each Offer is subject to
proration if such Offer is oversubscribed. If any Notes are
purchased in an Offer, Notes tendered at or prior to the applicable
Early Tender Time will be accepted for purchase in priority to
other Notes tendered in the same Offer after the applicable Early
Tender Time. Accordingly, if the First Tranche Tender Cap, the
Second Tranche Tender Cap, the Third Tranche Tender Cap or the
Fourth Tranche Tender Cap is reached in respect of tenders made at
or prior to the applicable Early Tender Time, no First Tranche
Notes, Second Tranche Notes, Third Tranche Notes or Fourth Tranche
Notes, respectively, that are tendered after the applicable Early
Tender Time will be accepted for purchase.
Following the applicable Early Tender Time and prior to the
applicable Expiration Time, Deutsche Bank may, but is not obligated
to, with respect to any Offer, elect to accept the Notes validly
tendered at or prior to the applicable Early Tender Time, provided
that all conditions to such 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 an Offer, the
“Early Settlement Date”). The “Final Settlement Date” with respect
to an Offer is the date that Deutsche Bank settles all Notes not
previously settled on the applicable Early Settlement Date, if any,
and Deutsche Bank expects such date to be two business days
following the applicable Expiration Time. The Early Settlement Date
is expected to be March 1, 2016, and the Final Settlement Date is
expected to be March 15, 2016, 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.”
Concurrently with the Offers, Deutsche Bank is inviting
qualifying holders of certain Euro denominated securities issued by
it to tender such securities for purchase by Deutsche Bank for
cash. Such invitations are only open to any holder of such
securities that can make certain representations, including that it
is not located in the United States and it is not participating
from the United States or it is acting on a non-discretionary basis
for a principal that is located outside the United States and that
is not giving an order to participate from the United States.
Holders that hold any such securities that cannot make the required
representations may not offer to sell them pursuant to such
invitation or tender any securities thereby.
Capitalized terms used in this press 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 Offers. For
additional information regarding the terms of the Offers, please
contact: Deutsche Bank Securities Inc. at (866) 627-0391
(toll-free) or (212) 250-2955 (collect). Requests for the Offer
Documents may be directed to Global Bondholder Services
Corporation, which is acting as the Tender Agent and Information
Agent for the Offers, at (212) 430-3774 or (866) 470-3700
(toll-free).
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFERS TO PURCHASE
ARE BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET
FORTH THE COMPLETE TERMS OF THE OFFERS THAT HOLDERS OF THE NOTES
SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE OFFER DOCUMENTS DO 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 THE 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 OFFEROR 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.
NEITHER THIS PRESS RELEASE NOR THE OFFER DOCUMENTS CONSTITUTE AN
OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE WITH RESPECT
TO ANY DEBT SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES
IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR
PURCHASE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
DEUTSCHE BANK HAS FILED A SHELF REGISTRATION STATEMENT (INCLUDING A
PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”)
PURSUANT TO WHICH ANY OFFERING OF DEBT SECURITIES REFERRED TO ABOVE
WOULD BE MADE. IN CONNECTION WITH THE COMMENCEMENT OF ANY SUCH
OFFERING, DEUTSCHE BANK WILL FILE A PROSPECTUS SUPPLEMENT WITH THE
SEC.
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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Deutsche Bank:Investor Relations+49 69 910 35395
(Frankfurt)+44 20 754 50279 (London)db.ir@db.com
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