Deutsche Bank AG’s $1.25 Billion Subordinated Tier 2 Notes Offering

Davis Polk advised the underwriters in the offering.

Deutsche Bank AG, acting through its New York branch, executed the offering of $1.25 billion aggregate principal amount of fixed-to-floating reset rate subordinated notes due 2032, which are intended to qualify as Tier 2 capital. The notes will bear interest at a rate of 3.729% per year until January 14, 2031 and unless called between October 14, 2030 and the reset date, thereafter at a variable rate per year which will be equal to compounded SOFR plus 2.757%. The notes will not be listed.

The underwriters included Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Scotia Capital (USA) Inc., Santander Investment Securities Inc., TD Securities (USA) LLC, Barclays Capital Inc., BBVA Securities Inc., Commerz Markets LLC, Intesa Sanpaolo S.p.A., UniCredit Capital Markets LLC, UBS Securities LLC, Citizens Capital Markets, Inc., Regions Securities LLC, Academy Securities, Inc., Bancroft Capital LLC, Capital Institutional Services, Inc., and Mischler Financial Group, Inc.

Headquartered in Frankfurt am Main, Germany, Deutsche Bank AG is the largest bank in Germany and one of the largest financial institutions in Europe and the world, comprising banks, capital market, funds management, property finance, installment financing and research and consultancy companies. As of June 30, 2020, it had total assets of approximately €1.41 trillion and employed approximately 86,800 people.

The Davis Polk corporate team included partner Leo Borchardt (Picture) and associates Christopher Diel and Serdar Inci. Counsel Alon Gurfinkel and associate Omer Harel provided U.S. tax advice. Counsel Marcie A. Goldstein provided FINRA advice. Counsel Charles Shi provided ERISA advice.

Involved fees earner: Leo Borchardt – Davis Polk & Wardwell; Christopher Diel – Davis Polk & Wardwell; Marcie Goldstein – Davis Polk & Wardwell; Alon Gurfinkel – Davis Polk & Wardwell; Omer Harel – Davis Polk & Wardwell; Serdar Inci – Davis Polk & Wardwell; Charles Shi – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Academy Securities; Bancroft Capital; Barclays Capital ; BBVA Securities Inc.; Capital Institutional Services; Citigroup Global Markets Ltd; Citizens Capital Markets; Commerz Markets LLC; Deutsche Bank Securities; Intesa Sanpaolo S.p.A.; Mischler Financial Group; Regions Securities LLC; Santander Investment Securities Inc.; Scotia Capital Inc.; TD Securities; UBS Securities LLC; UniCredit Capital Markets;