Davis Polk is advising the joint bookrunners on a rights offering by Deutsche Bank AG of approximately 687,500,000 new ordinary shares of Deutsche Bank AG, which is expected to raise gross proceeds of approximately €8 billion (approximately $8.5 billion). Deutsche Bank is also acting as global coordinator of the offering. The rights offering to Deutsche Bank AG’s existing shareholders, which is fully underwritten, will consist of a public offering in Germany and the United Kingdom, and an SEC-registered public offering in the United States, as well as private placements to institutional investors outside the United States in reliance on Regulation S. The rights to subscribe for the new shares will be traded on the Frankfurt Stock Exchange and the New York Stock Exchange. The new shares not subscribed for in the rights offering will be offered by way of a public offering in the United States and private placements to certain institutional investors in Germany, the United Kingdom and elsewhere. Deutsche Bank’s shares are traded on the Frankfurt Stock Exchange, the other German stock exchanges and the New York Stock Exchange.

Deutsche Bank plans to use the net proceeds from the offering to strengthen its regulatory capital, increasing its Common Equity Tier 1 ratio to 14.1% and its leverage ratio to approximately 4.1% (in each case on a fully loaded basis, pro forma as of December 31, 2016).

Headquartered in Frankfurt am Main, Germany, Deutsche Bank is one of the largest financial institutions in Europe and the world, comprising banks, capital markets, fund management, property finance, installment financing and research and consultancy companies. As of December 31, 2016, it had total assets of approximately €1.709 trillion (approximately $1.812 trillion) and employed approximately 98,000 people.

The Davis Polk corporate team includes partners John Banes and Leo Borchardt and associates Kate Darracott and Josef Schmidt. Partner John D. Paton and associate Omer Harel are providing tax advice. All members of the Davis Polk team are based in the London office.

Davis Polk is working on the transaction as part of an integrated team with Hengeler Mueller, led by Alexander Rang of the Frankfurt office, which is advising the joint bookrunners as to matters of German law.