Obligation Deutsch Bank New York 4.875% ( US251526BN89 ) en USD

Deutsch Bank New York

98.8619 % ▲

Allemagne

US251526BN89 ( en USD )

4.875% par an ( paiement semestriel )

30/11/2032

Prospectus brochure de l'obligation Deutsche Bank (New York Branch) US251526BN89 en USD 4.875%, échéance 30/11/2032

/

/

251526BN8

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

01/12/2025 ( Dans 115 jours )

Deutsche Bank (New York Branch) est une filiale américaine de Deutsche Bank AG, offrant une gamme complète de services bancaires d'investissement et de gestion de fortune aux clients institutionnels et privés.

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526BN89, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2032

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526BN89, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526BN89, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE
Title of Each Class of
Aggregate
Amount of
Securities Offered
Offering Price
Registration Fee
$1,000,000,000 Fixed to Fixed Reset Rate Subordinated Tier 2
Notes due 2032
$787,500,000(1)
$98,043.75(2)
(1)
This prospectus supplement relates to offers and sales of the notes in the United States.
(2)
Calculated pursuant to Rule 457(o) under the Securities Act.
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Registration Statement No. 333-206013
dated July 31, 2015;
Rule 424(b)(2)
Prospectus Supplement
To Prospectus dated April 27, 2016
Deutsche Bank Aktiengesellschaft
$1,000,000,000 Fixed to Fixed Reset Rate
Subordinated Tier 2 Notes due 2032
We, Deutsche Bank Aktiengesellschaft, acting through our New York Branch, are issuing $1,000,000,000 aggregate principal amount of fixed to
fixed reset rate subordinated Tier 2 notes, which we refer to as the "Subordinated Notes," due December 1, 2032, which we refer to as the "Maturity
Date." Subject to the imposition of a Resolution Measure (as defined herein) or any redemption prior to the Maturity Date in the limited circumstances
described herein, the Subordinated Notes will bear interest (i) from (and including) the date of issuance to (excluding) December 1, 2027, which we refer
to as the "Reset Rate", at a rate of 4.875% per year and (ii) from (and including) the Reset Date to (but excluding) the Maturity Date, at a rate per year
which will be 2.553% above the 5-year Swap Rate (which we define below). Interest on the Subordinated Notes will be payable semi-annually in arrears
on June 1 and December 1 of each year, commencing on June 1, 2018.
The Subordinated Notes constitute our direct, unconditional and unsecured obligations and are subordinated to (i) the claims of our creditors that are
not subordinated pursuant to applicable law, including claims against us under non-preferred senior unsecured debt instruments within the meaning of
Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz) or any successor provision and (ii) our other obligations which are mandatorily
preferred by law (we refer to such claims and obligations in (i) and (ii) as the "Priority Claims"). The Subordinated Notes will rank on parity among
themselves and on parity with all of our other subordinated claims (it being understood that no Priority Claims constitute subordinated claims), except as
otherwise provided by applicable law or the terms of any such other indebtedness, and in particular, they will rank in priority to the claims of the holders of
any of our subordinated indebtedness that by its express terms is stated to rank junior to the Subordinated Notes. In the event of any Resolution Measure
(which we define below) imposed on us or in the event of our insolvency or liquidation, the claims for interest, repayment and any other claims under the
Subordinated Notes will be subordinated to the claims of all other creditors which are not also subordinated and will, in any such event, only be satisfied
after all claims against us which are not subordinated have been satisfied in full. The ranking of our obligations will be as provided in the subordinated
indenture among us, Wilmington Trust, National Association, as trustee (which we refer to as the "Trustee"), and Deutsche Bank Trust Company
Americas, as paying agent, transfer agent and registrar and authenticating agent (which we refer to as the "agents").
The Subordinated Notes may be written down, be converted into ordinary shares or other instruments of ownership or become subject to
other Resolution Measures. You may lose part or all of your investment if any Resolution Measure becomes applicable to us. For more
information regarding the potential imposition of Resolution Measures by our competent resolution authority, please see "Description of the
Subordinated Notes--Resolution Measures" herein.
By your acquisition of the Subordinated Notes, you will be deemed irrevocably to have agreed, and you will agree:
·
to be bound by any Resolution Measure;
·
that you will have no claim or other right against us arising out of any Resolution Measure; and
·
that the imposition of any Resolution Measure will not constitute a default or an event of default (i) under the Subordinated Notes, (ii) under the
subordinated indenture or (iii) for the purpose, but only to the fullest extent permitted by, of the Trust Indenture Act of 1939, as amended, which
we refer to as the "Trust Indenture Act," (including, without limitation, Section 315(b) (Notice of Default) and Section 315(c) (Duties of the
Trustee in Case of Default) of the Trust Indenture Act).
By your acquisition of the Subordinated Notes, you waive, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all
claims against the Trustee and the agents for, agree not to initiate a suit against the Trustee or the agents in respect of, and agree that the Trustee and
agents will not be liable for, any action that the Trustee or any of the agents takes, or abstains from taking, in either case in accordance with the
imposition of a Resolution Measure by our competent resolution authority with respect to the Subordinated Notes.
Subject to the prior consent of our competent supervisory authority, we may redeem all, but not some, of the Subordinated Notes at our option at
100% of their principal amount (subject to the imposition of any Resolution Measure) plus accrued but unpaid interest (i) on the Reset Date, (ii) for certain
tax reasons or (iii) for certain regulatory reasons, as described further herein.
The Subordinated Notes will not be listed on any securities exchange.
Investing in the Subordinated Notes involves risks. See "Risk Factors" beginning on page PS-11 and as incorporated by reference herein
for a discussion of certain factors that you should consider.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities,
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The Subordinated Notes are not deposits or savings accounts but are our unsecured obligations. The Subordinated Notes are not insured
by the Federal Deposit Insurance Corporation or any other U.S. or foreign governmental agency.
Underwriting Discounts
Proceeds, before
Price to Public(1)
and Commissions
Expenses, to us(1)
Per Subordinated Note
$
199,952
$
1,100
$
198,852
Total
$ 999,760,000
$
5,500,000
$
994,260,000
(1) We will pay the underwriter compensation of $1,100 per Subordinated Note. Total underwriting discounts and commissions payable by us will be
$5,500,000.
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The initial price to public set forth above does not include accrued interest, if any. Interest on the Subordinated Notes will accrue from December 1,
2017 and must be paid by the purchaser if the Subordinated Notes are delivered after that date.
We expect that the Subordinated Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and its
participants on or about December 1, 2017. We will issue the Subordinated Notes in denominations of $200,000 and integral multiples of $1,000 in
excess thereof.
Because Deutsche Bank Securities Inc. is both our affiliate and a member of the Financial Industry Regulatory Authority, Inc., which we refer to as
"FINRA," the offering of the Subordinated Notes will be conducted in accordance with the applicable provisions of FINRA Rule 5121. For more
information, see the "Underwriting (Conflicts of Interest)" section of this prospectus supplement.
Lead Book-Running Manager
Deutsche Bank Securities
Co-Managers
Academy Securities
CIBC Capital Markets
Citigroup
Credit Suisse
Lloyds Securities
Mischler Financial Group,
nabSecurities, LLC
RBC Capital Markets
Inc.
Regions Securities LLC
Santander
Scotiabank
TD Securities
US Bancorp
The date of this Prospectus Supplement is November 28, 2017.
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TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENTS
PS-2
WHERE YOU CAN FIND ADDITIONAL INFORMATION
PS-3
SUMMARY
PS-4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
PS-10
RISK FACTORS
PS-11
USE OF PROCEEDS
PS-16
EXCHANGE RATE INFORMATION
PS-17
DESCRIPTION OF THE SUBORDINATED NOTES
PS-18
THE DEPOSITARY
PS-29
BOOK-ENTRY, DELIVERY AND FORM
PS-31
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
PS-35
TAXATION BY GERMANY OF NON-RESIDENT HOLDERS
PS-37
BENEFIT PLAN INVESTOR CONSIDERATIONS
PS-39
UNDERWRITING (CONFLICTS OF INTEREST)
PS-42
LEGAL MATTERS
PS-48
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PS-49
SUMMARY OF REGISTERED SECURITIES
1
ABOUT THIS PROSPECTUS
9
WHERE YOU CAN FIND ADDITIONAL INFORMATION
10
USE OF NON-GAAP FINANCIAL MEASURES
11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
12
RISK FACTORS
13
DEUTSCHE BANK AKTIENGESELLSCHAFT
18
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS
19
RATIO OF EARNINGS TO FIXED CHARGES
20
CAPITALIZATION & INDEBTEDNESS
21
USE OF PROCEEDS
22
DESCRIPTION OF ORDINARY SHARES
23
DESCRIPTION OF TRADABLE SUBSCRIPTION RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES
28
DESCRIPTION OF CAPITAL SECURITIES
29
DESCRIPTION OF DEBT SECURITIES
36
DESCRIPTION OF WARRANTS
46
DESCRIPTION OF PURCHASE CONTRACTS
48
DESCRIPTION OF UNITS
49
RESOLUTION MEASURES
50
FORMS OF SECURITIES
56
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
60
EXPENSES OF THE ISSUE
62
LEGAL MATTERS
63
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
63
BENEFIT PLAN INVESTOR CONSIDERATIONS
63
PS-1
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ABOUT THIS PROSPECTUS SUPPLEMENTS-
In making your investment decision, you should rely only on the information contained or incorporated
by reference in this prospectus supplement and the accompanying prospectus. We have not authorized
anyone to give you any additional or different information. The information in this prospectus supplement
and the accompanying prospectus may be accurate only as of the dates of each of these documents,
respectively.
The Subordinated Notes are not appropriate for all investors, and involve important legal and tax
consequences and investment risks, which you should discuss with your professional advisers.
In this prospectus supplement, "we," "us," "our" and the "Bank" refer to Deutsche Bank AG, including,
as the context requires, acting through its New York Branch.
We are offering to sell, and are seeking offers to buy, the Subordinated Notes only in
jurisdictions where such offers and sales are permitted. Neither this prospectus supplement nor
the accompanying prospectus constitutes an offer to sell, or a solicitation of an offer to buy, any
Subordinated Notes by any person in any jurisdiction in which it is unlawful for such person to
make such an offer or solicitation. Neither the delivery of this prospectus supplement or the
accompanying prospectus, nor any sale made hereunder and thereunder shall, under any
circumstances, create any implication that there has been no change in the affairs of Deutsche
Bank AG since the date hereof or that the information contained or incorporated by reference
herein or therein is correct as of any time subsequent to the date of such information.
You must (i) comply with all applicable laws and regulations in force in any jurisdiction in
connection with the possession or distribution of this prospectus supplement and the
accompanying prospectus and the purchase, offer or sale of the Subordinated Notes and (ii) obtain
any consent, approval or permission required to be obtained by you for the purchase, offer or sale
by you of the Subordinated Notes under the laws and regulations applicable to you in force in any
jurisdiction to which you are subject or in which you make such purchases, offers or sales; neither
we nor the underwriters shall have any responsibility therefor.
This prospectus supplement and the accompanying prospectus are only being distributed to and are
only directed at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant
persons"). The Subordinated Notes are only available to, and any invitation, offer or agreement to
subscribe for, purchase or otherwise acquire such Subordinated Notes will be engaged only with, relevant
persons. Any person who is not a relevant person should not act or rely on this prospectus supplement or
the accompanying prospectus, or any of their respective contents.
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-206013) that
we have filed with the Securities and Exchange Commission (which we refer to as the "SEC") under the
Securities Act of 1933, as amended (which we refer to as the "Securities Act"). This prospectus
supplement omits some information contained in the registration statement in accordance with SEC rules
and regulations. You should review the information in and exhibits to the registration statement for further
information on us and the securities we are offering. Statements in this prospectus supplement concerning
any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC
are not intended to be comprehensive and are qualified in their entirety by reference to these filings. You
should review the complete document to evaluate these statements.
The SEC allows us to "incorporate by reference" much of the information we file with the SEC, which
means that we can disclose important information to you by referring you to those publicly available
documents. The information that we incorporate by reference in this prospectus supplement is an important
part of this prospectus supplement. For information on the documents we incorporate by reference in this
prospectus supplement and the accompanying prospectus, we refer you to "Where You Can Find
Additional Information" on page 9 of the accompanying prospectus.
In addition to the specific documents incorporated by reference listed on page 10 of the accompanying
prospectus, we incorporate by reference in this prospectus supplement and the accompanying prospectus
the Annual Report on Form 20-F of Deutsche Bank AG for the year ended December 31, 2016, filed on
March 20, 2017, and the Current Reports on Form 6-K of Deutsche Bank AG dated April 18, 2017, April 27,
2017, May 9, 2017, July 6, 2017, July 10, 2017, July 27, 2017, October 26, 2017, November 3, 2017 and
November 28, 2017, in each case only to the extent expressed therein to be incorporated by reference into
a then-effective registration statement of Deutsche Bank AG.
In addition to the documents listed in the accompanying prospectus and described above, we
incorporate by reference in this prospectus supplement and the accompanying prospectus any future
documents we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (which we refer to as the "Exchange Act") from the date of this prospectus supplement
until the offering is completed. Reports on Form 6-K we furnish to the SEC after the date of this prospectus
supplement (or portions thereof) are incorporated by reference in this prospectus supplement only to the
extent that the report expressly states that it (or such portions) is incorporated by reference in this
prospectus supplement.
You may request, at no cost to you, a copy of these documents (other than exhibits not specifically
incorporated by reference) by writing or telephoning us at: Deutsche Bank AG, Taunusanlage 12, 60325
Frankfurt am Main, Germany, Attention: Investor Relations (Telephone: +49-69-910-35395).
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SUMMARY
The following summary describes the Subordinated Notes in general terms only. You should read the
summary together with the more detailed information contained in this prospectus supplement and the
accompanying prospectus.
We expect to issue the Subordinated Notes under a subordinated indenture (which we refer to as the
"Subordinated Indenture") comprising a base subordinated indenture (which we refer to as the "Base
Subordinated Indenture") entered into on May 21, 2013 among us, Wilmington Trust, National
Association, as trustee (which we refer to as the "Trustee"), and Deutsche Bank Trust Company Americas,
as initial principal paying agent, transfer agent and registrar and authenticating agent (which we refer to as
the "agents"), a third supplement to the Base Subordinated Indenture adding certain provisions thereto and
modifying certain provisions thereof (which we refer to as the "Third Supplemental Subordinated
Indenture") expected to be entered into on or about December 1, 2017, among us, the Trustee and the
agents, and a fourth supplement to the Base Subordinated Indenture relating to the Subordinated Notes
(which we refer to as the "Fourth Supplemental Subordinated Indenture") expected to be entered into
on or about December 1, 2017, among us, the Trustee and the agents. The Subordinated Notes will
constitute a separate series of subordinated debt securities under the Subordinated Indenture. We filed the
Base Subordinated Indenture on May 21, 2013 as an exhibit to a post-effective amendment to our prior
registration statement on Form F-3, File No. 333-184193, we have filed the form of the Third Supplemental
Subordinated Indenture with the SEC on November 28, 2017 as an exhibit to a Current Report on Form
6-K, and we intend to file the Third Supplemental Subordinated Indenture and the Fourth Supplemental
Subordinated Indenture with the SEC on or about December 1, 2017 as exhibits to a Current Report on
Form 6-K. The terms of the Subordinated Notes include those stated in the Subordinated Indenture and
those terms made part of the Subordinated Indenture by reference to the U.S. Trust Indenture Act of 1939,
as amended, which we refer to as the "Trust Indenture Act."
Issuer
Deutsche Bank AG, acting through its New York Branch.
Securities Offered
$1,000,000,000 aggregate principal amount of fixed to fixed reset
rate subordinated Tier 2 notes due 2032, which we refer to as the
"Subordinated Notes."
Issue Date
December 1, 2017.
Maturity Date
We will repay the Subordinated Notes at 100% of their principal
amount (subject to the imposition of any Resolution Measure) plus
accrued and unpaid interest on December 1, 2032, unless we
redeem them earlier in the limited circumstances described in
"Description of the Subordinated Notes--Redemption;
Repurchase."
Price to Public
99.976%.
Fixed Interest Rate
From (and including) the Issue Date to (but excluding) the Reset
Date, at a rate of 4.875% per year.
Fixed Reset Interest Rate
From (and including) the Reset Date to (but excluding) the
Maturity Date, a rate per year which will be 2.553% above the
5-year Swap Rate (which we describe in "Description of the
Subordinated Notes--Payments on the Subordinated Notes"
below).
Interest Payment Dates
June 1 and December 1 in each year commencing on June 1,
2018.
Regular Record Dates
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The Business Day preceding the relevant interest payment date.
The term "Business Day" means a day on which
PS-4
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(i) the Trans-European Automatic Real-time Gross settlement
Express Transfer system (TARGET2) is open for business and
(ii) commercial banks and foreign exchange markets settle
payments and are open for general business (including dealing in
foreign exchange and foreign currency deposits) in New York City.
Ranking
The Subordinated Notes constitute our direct, unconditional and
unsecured obligations and are subordinated to (i) the claims of our
creditors that are not subordinated pursuant to applicable law,
including claims against us under non-preferred senior unsecured
debt instruments within the meaning of Section 46f(6) sentence 1
of the German Banking Act (Kreditwesengesetz) or any successor
provision and (ii) our other obligations which are mandatorily
preferred by law (we refer to such claims and obligations in (i) and
(ii) as the "Priority Claims"). The Subordinated Notes will rank on
parity among themselves and on parity with all of our other
subordinated claims (it being understood that no Priority Claims
constitute subordinated claims), except as otherwise provided by
applicable law or the terms of any such other indebtedness, and in
particular, they will rank in priority to the claims of the holders of
any of our subordinated indebtedness that by its express terms is
stated to rank junior to the Subordinated Notes. Any right to set off
any claims for interest, repayment and any other claims under the
Subordinated Notes, which we refer to as "Payment Claims,"
against claims of ours will be excluded (see "Description of the
Subordinated Notes--Waiver of Right to Set-Off"). In the event of
any Resolution Measure (which we define below) imposed on us
or in the event of our insolvency or liquidation, the Payment
Claims will be subordinated to the Priority Claims and will, in any
such event, only be satisfied after all Priority Claims have been
satisfied in full. No subsequent agreement may limit the
subordination pursuant to the provisions set out under
"Description of the Subordinated Notes--Status" or shorten the
term of the Subordinated Notes or any applicable notice period.
No collateral or guarantee will be provided at any time to secure
claims of the holders of the Subordinated Notes; any collateral or
guarantee already provided or granted in the future in connection
with our other liabilities may not be used for claims under the
Subordinated Notes.
Resolution Measures
Under the relevant resolution laws and regulations as applicable
to us from time to time, the Subordinated Notes may be subject to
the powers exercised by our competent resolution authority to:
·
write down, including write down to zero, the claims for
payment of the principal amount, the interest amount or any
other amount in respect of the Subordinated Notes;
·
convert the Subordinated Notes into ordinary shares of (i) the
Bank or (ii) any group entity or (iii) any bridge bank or other
instruments of ownership of such entities qualifying as common
equity tier 1 capital (and the
PS-5
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issue to or conferral on the holders (including the beneficial
owners) of such ordinary shares or instruments); and/or
·
apply any other resolution measure, including, but not limited
to, (i) any transfer of the Subordinated Notes to another entity,
(ii) the amendment, modification or variation of the terms and
conditions of the Subordinated Notes or (iii) the cancellation of
the Subordinated Notes.
We refer to each of these measures as a "Resolution Measure."
When we refer to a "group entity," we mean an entity that is
included in the corporate group subject to a Resolution Measure,
and when we refer to a "bridge bank," we mean a newly
chartered German bank that would receive some or all of our
equity securities, assets, liabilities and material contracts,
including those attributable to our branches and subsidiaries, in a
resolution proceeding. Resolution Measures include, among
others, the measures generally referred to within the meaning of
the "bail-in tool" under the European Union directive of May 15,
2014 establishing a framework for the recovery and resolution of
credit institutions and investment firms. For the avoidance of
doubt, any non-payment by us arising out of any such Resolution
Measure will not constitute a failure by us under the terms of the
Subordinated Notes or under the Subordinated Indenture to make
a payment of principal of, interest on, or other amounts owing
under the Subordinated Notes.
Deemed Agreement to Resolution Measures
By your acquisition of the Subordinated Notes, you will be deemed irrevocably to have agreed, and you will
agree:
·
to be bound by any Resolution Measure;
·
that you will have no claim or other right against us arising out
of any Resolution Measure; and
·
that the imposition of any Resolution Measure will not
constitute a default or an event of default (i) under the
Subordinated Notes, (ii) under the Subordinated Indenture or
(iii) for the purpose of, but only to the fullest extent permitted
by, the Trust Indenture Act (including, without limitation,
Section 315(b) (Notice of Default) and Section 315(c) (Duties
of the Trustee in Case of Default) of the Trust Indenture Act).
By your acquisition of the Subordinated Notes, you waive, to the
fullest extent permitted by the Trust Indenture Act and applicable
law, any and all claims against the Trustee and the agents for,
agree not to initiate a suit against the Trustee or the agents in
respect of, and agree that the Trustee and agents will not be liable
for, any action that the Trustee or any of the agents takes, or
abstains from taking, in either case in accordance with the
imposition of a Resolution Measure by our competent resolution
authority with respect to the Subordinated Notes.
By your acquisition of the Subordinated Notes, you will be deemed
irrevocably to have (i) consented to the imposition
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