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 early tender results for its
previously announced cash tender offer (the “Tender Offer”) for up
to $1.0 billion aggregate principal amount (the “Tender Cap”) 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.
As of 5:00 p.m., New York City time, on 10 August 2022 (the
“Early Tender Time”), Deutsche Bank had received early tenders as
specified in the table below.
Acceptance Priority
Level
Title of Notes
CUSIP Number
/ ISIN
Principal Amount Outstanding
(millions)
Aggregate Principal Amount
Tendered
Principal Amount to be
Accepted
Approximate Proration
Factor
1
3.035% Eligible Liabilities
Senior Notes due 2032
251526CK3 / US251526CK32
$1,500
$574,059,000
$574,059,000
100.00%
2
2.552% Eligible Liabilities
Senior Notes due 2028
25160PAH0 / US25160PAH01
$1,750
$464,213,000
$426,066,000
89.78%
3
2.311% Eligible Liabilities
Senior Notes due 2027
251526CP2 / US251526CP29
$1,800
$373,638,000
–
–
4
2.129% Eligible Liabilities
Senior Notes due 2026
251526CE7 / US251526CE71
$2,000
$561,606,000
–
–
Holders of Notes validly tendered (and not validly withdrawn) at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, which will
be calculated at 10:00 a.m., New York City time, today, 11 August
2022 (the “Price Determination Time”), assuming an Early Settlement
Date of 15 August 2022. The Full Tender Offer Consideration, which
includes the Early Tender Payment, will be announced promptly after
the Price Determination Time. In addition to the Full Tender Offer
Consideration, 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 Early
Settlement Date.
Because the purchase of all Notes validly tendered in the Tender
Offer would cause Deutsche Bank to purchase an aggregate principal
amount of Notes in excess of the Tender Cap, Deutsche Bank expects
to accept for purchase (i) all of the Notes in Acceptance Priority
Level 1 validly tendered at or prior to the Early Tender Time, and
(ii) only $426,066,000 principal amount of its 2.552% Eligible
Liabilities Senior Notes due 2028, using an approximate proration
factor of 89.78%. See “Acceptance Priority Levels and Proration” in
the Offer to Purchase for more details.
Deutsche Bank expects to settle all Notes tendered on or prior
to the Early Tender Time and accepted for purchase on 15 August
2022.
Because the Tender Offer was oversubscribed at the Early Tender
Time, Holders of Notes who tender after the Early Tender Time will
not have any of their Notes accepted for purchase. Any tendered
Notes that are not accepted for purchase will be returned or
credited to the Holder’s account without expense.
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/20220811005208/en/
Deutsche Bank: Investor Relations +49 800 910-8000
db.ir@db.com
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