Deutsche Bank Announces Preliminary Results of Exchange Offers
May 16 2018 - 12:38PM
Business Wire
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
EXCHANGE OFFERS DISCUSSED BELOW ARE BEING MADE SOLELY PURSUANT TO
THE OFFER DOCUMENTS.
Deutsche Bank Aktiengesellschaft (XETRA: DBKGn.DB / NYSE: DB)
(“Deutsche Bank”) announced today that, in connection with its
previously announced offers to exchange (the “Exchange Offers” and
each, an “Exchange Offer”), as of 5:00 p.m., New York City time, on
15 May 2018, Deutsche Bank had received tenders to exchange the
bonds solicited in the Exchange Offers (the “Original Notes”) with
a cumulative aggregate principal amount of approximately $6.2
billion across all series of Original Notes.
If the Exchange Offers are consummated with respect to all of
the Original Notes tendered as of that time, the six series of
fixed rate Original Notes that are currently included in the
Bloomberg Barclays US Aggregate Index will be exchanged for new
securities of a corresponding series, each with sufficient
aggregate principal amount to remain eligible for the same index.
To facilitate on-going conversations with investors as well as to
offer all investors the continued ability to participate on the
original terms, Deutsche Bank has extended the Early Participation
Cash Incentive of $1 per $1,000 principal amount for each of the
Exchange Offers until the Expiration Deadline.
Deutsche Bank is making the Exchange Offers under the terms and
conditions set forth in the preliminary prospectus, dated as of 2
May 2018, which forms part of a Registration Statement on Form F-4
(File No. 333-224595) (the “Registration Statement”) relating to
the Exchange Offers filed on 2 May 2018 with the United States
Securities and Exchange Commission (the “SEC”), and the related
letter of transmittal. A more complete description of the terms and
conditions of the Exchange Offers is contained in those
documents.
Subject to the Registration Statement being declared effective,
the Exchange Offers will expire at 11:59 p.m., New York City time,
on 30 May 2018 (the “Expiration Deadline”), unless extended by
Deutsche Bank.
Capitalized terms used in this release and not defined herein
have the meanings given to them in the Registration Statement.
Deutsche Bank’s affiliate, Deutsche Bank Securities Inc., is
serving as Dealer Manager in connection with the Exchange Offers.
For additional information regarding the terms of the Exchange
Offers, please contact: Deutsche Bank Securities Inc. at (866)
627-0391 (toll-free) or (212) 250-2955 (collect). Requests for any
Offer Documents may be directed to Global Bondholder Services
Corporation, which is acting as the Exchange Agent and Information
Agent for the Exchange Offers, at (212) 430-3774 or (866) 470-4500
(toll-free) or contact@gbsc-usa.com.
DISCLAIMERS
THIS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER OR SOLICITATION TO EXCHANGE ORIGINAL NOTES. THE EXCHANGE
OFFERS ARE BEING MADE SOLELY PURSUANT TO THE REGISTRATION
STATEMENT, WHICH SETS FORTH THE COMPLETE TERMS OF THE EXCHANGE
OFFERS THAT HOLDERS OF THE ORIGINAL NOTES SHOULD CAREFULLY READ
PRIOR TO MAKING ANY DECISION.
NONE OF DEUTSCHE BANK AG, THE EXCHANGE AGENT, THE INFORMATION
AGENT OR THE DEALER MANAGER HAS EXPRESSED ANY OPINION AS TO WHETHER
THE TERMS OF ANY EXCHANGE OFFER ARE FAIR. NONE OF DEUTSCHE BANK AG,
THE EXCHANGE AGENT, THE INFORMATION AGENT OR THE DEALER MANAGER
MAKES ANY RECOMMENDATION THAT HOLDERS TENDER THEIR ORIGINAL NOTES
OR REFRAIN FROM DOING SO PURSUANT TO THE EXCHANGE OFFERS, AND NO
ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE ANY SUCH
RECOMMENDATION. ANY HOLDER OF ORIGINAL NOTES SHOULD MAKE ITS OWN
ASSESSMENT OF THE MERITS AND RISKS OF TENDERING ITS ORIGINAL NOTES
PURSUANT TO THE EXCHANGE OFFERS 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.
DEUTSCHE BANK HAS FILED A REGISTRATION STATEMENT (INCLUDING A
PRELIMINARY PROSPECTUS) WITH THE SEC PURSUANT TO WHICH THE EXCHANGE
OFFERS ABOVE WOULD BE MADE. FOLLOWING DECLARATION OF EFFECTIVENESS
OF THE REGISTRATION STATEMENT, DEUTSCHE BANK INTENDS TO FILE A
FINAL PROSPECTUS IN RESPECT OF THE EXCHANGE OFFERS WITH THE
SEC.
RESTRICTIONS
THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION
TO EXCHANGE ORIGINAL 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 EXCHANGE OFFERS TO BE MADE BY A LICENSED BROKER OR
DEALER, THE OFFERS 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180516006136/en/
Deutsche Bank:Investor Relations+49 69 910 35395
(Frankfurt)+44 20 754 50279 (London)db.ir@db.comorPress & Media
RelationsKerrie McHugh, +1 212-250-6853
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