Home Substantial portion Deutsche Bank Announces Pricing of Its Previously Announced Tender Offer for Certain of Its Outstanding Eligible Bonds | New

Deutsche Bank Announces Pricing of Its Previously Announced Tender Offer for Certain of Its Outstanding Eligible Bonds | New

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FRANKFURT AM MAIN, Germany–(BUSINESS WIRE)–August 11, 2022–

Deutsche Bank Aktiengesellschaft (XETRA: DBKGn.DE / NYSE: DB) (“Deutsche Bank”) today announced the pricing of its previously announced cash tender offer (the “Tender Offer”) for aggregate principal amount of up to $1.0 billion on its 3,035% Qualifying Senior Notes Obligations due 2032, 2.552% Qualifying Senior Notes Obligations maturing 2028, 2.311% Qualifying Obligations Senior Notes due 2027, and its 2.129% Senior Notes Eligible Bonds due 2026 (the “Bonds”), at a fixed spread over a Benchmark US Treasury (as defined below), as described in the associated offer to purchase dated July 28, 2022 (the “Offer to Purchase”). Capitalized terms used in this release and not defined herein have the meaning 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 information about the purchase price of the Notes.

Acceptance priority level

Note title

CUSIP number

/ IS IN

Principal amount outstanding (millions)

Overall principal amount to be accepted

US Treasury Reference
Security (“Reference Security”)

Benchmark return

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

Senior Notes at 3.035% Qualifying Commitments
due 2032

251526CK3 / US251526CK32

$1,500

$574,059,000

2.875% U.S. Treasury Bills due May 15, 2032

2.792%

295

$815.20

$785.20

2

Senior Notes at 2.552% Qualifying Commitments
deadline 2028

25160PAH0 / US25160PAH01

$1,750

$426,066,000

2.750% U.S. Treasury Bills due July 31, 2027

2.888%

295

$874.21

$844.21

3

Senior Notes at 2.311% Qualifying Commitments
deadline 2027

251526CP2 / US251526CP29

$1,800

2.750% U.S. Treasury Bills due July 31, 2027

290

4

2.129% eligible senior bonds due 2026

251526CE7 / US251526CE71

$2,000

3.000% U.S. Treasury Bills due July 15, 2025

260

(1)

The total tender offer price for Notes validly tendered before or at the Early Tender Time and accepted for purchase is calculated using the applicable Fixed Spread and includes the Early Tender Payment, which equals $30 per $1,000 principal amount of Notes validly tendered. no later than the Early Bid Time and accepted for purchase by Deutsche Bank (the “Pre-Bid Payment”). The Aggregate Tender Offer Price will be determined taking into account the par redemption date for each series of Notes.

(2)

Calculated at 10:00 a.m. New York time on August 11, 2022 and assumes an early settlement date of August 15, 2022.

Holders of Notes validly presented (and not validly withdrawn) by the Early Tender Time and accepted for purchase are eligible to receive the full consideration for the tender offer specified in the table above, which includes advance deposit payment. Holders of Notes validly tendered (and not validly withdrawn) after the Early Tender Time and no later than the Expiry Time and accepted for purchase will only be eligible to receive the Tender Offer Consideration specified in the table above, which is equal to the Full Consideration of the Offer to Purchase minus the Prepayment of the Offer. In addition to the Full Tender Offer Consideration or the Late Tender Offer Consideration, as the case may be, Holders of Securities accepted for purchase will receive Accrued Interest on such Securities from the last date payment of interest relating to the Notes up to, but not including, the applicable settlement date.

The terms and conditions of the Tender Offer are described in the Tender Offer.

Deutsche Bank expects to settle all tendered and not validly withdrawn bonds no later than the time of the early offer, and shown as accepted in the table above, on August 15, 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 time, on August 24, 2022, unless extended or terminated earlier by Deutsche Bank.

Deutsche Bank’s affiliate, Deutsche Bank Securities Inc., is acting as Dealer Manager for the tender offer. For further 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). Tender Offer requests may be directed to Global Bondholder Services Corporation, which is acting as the Submission Agent and Information Agent for the Tender Offer, at (212) 430-3774 or ( 855) 654-2015 (toll-free) or [email protected] The offer to purchase is also accessible at the following link: http://gbsc-usa.com/registration/db.

DISCLAIMER

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE TICKETS. THE PUBLIC OFFER IS MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE COMPLETE TERMS OF THE PUBLIC OFFER THAT NOTEHOLDERS MUST READ CAREFULLY BEFORE MAKING ANY DECISION.

NONE OF DEUTSCHE BANK AG, THE INFORMATION AGENT, THE PROCUREMENT AGENT OR THE MANAGER OF THE CONCESSIONAIRE HAS EXPRESSED AN OPINION AS TO WHETHER THE TERMS OF THE PUBLIC OFFER ARE FAIRNESS. NONE OF DEUTSCHE BANK AG, THE INFORMATION AGENT, THE PROCUREMENT AGENT OR THE DEALER MANAGER RECOMMENDS THAT HOLDERS OFFER THEIR NOTES OR REFRAIN FROM DOING SO IN ACCORDANCE WITH THE PUBLIC OFFER OF PURCHASE, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. ANY TICKETHOLDER SHOULD MAKE HIS OWN ASSESSMENT OF THE MERITS AND RISKS OF OFFERING ITS TICKETS IN THE PUBLIC OFFERING AND SHOULD SEEK HIS OWN ADVICE (INCLUDING REGARDING TAX CONSEQUENCES) FROM ITS BROKER, BANK MANAGER, LAWYER, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISOR.

RESTRICTIONS

THE OFFER TO PURCHASE DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE TICKETS IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS ILLEGAL TO MAKE SUCH OFFER OR SOLICITATION IN UNDER APPLICABLE VALUES OR BLUE SKY LAWS. IN ANY JURISDICTION WHERE SECURITIES LAWS, BLUE SKY OR OTHER LAWS REQUIRE THAT THE TENDER OFFER BE MADE BY A BROKER OR LICENSED DEALER, THE TENDER OFFER SHALL BE DEEMED TO BE MADE AT NAME OF DEUTSCHE BANK BY THE MANAGER OF THE DEALER, IF THE MANAGER OF THE DEALER IS A LICENSED BROKER OR DEALER UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE DEALERS OR REGISTERED DEALERS WHO ARE LICENSED UNDER THE LAWS OF ‘SUCH A JURISDICTION.

This press 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 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 publicly update 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. These factors include conditions in the financial markets in Germany, Europe, 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, changes in asset prices and market volatility, potential borrower or commercial counterparty defaults, 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 United States Securities and Exchange Commission. These factors are described in detail in our SEC Form 20-F dated March 11, 2022 under the heading “Risk Factors”. Copies of this document are readily available upon request or can be downloaded from www.db.com/ir.

See the source version on businesswire.com: https://www.businesswire.com/news/home/20220811005638/en/

CONTACT: Deutsche Bank:

Investor Relations

+49 800 910-8000

[email protected]

KEYWORD: GERMANY EUROPE

SECTOR KEYWORD: BANKING PROFESSIONAL SERVICES FINANCE

SOURCE: Deutsche Bank AG

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PUBLISHED: 8/11/2022 1:01 PM / DISK: 8/11/2022 1:02 PM

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