Deutsche Bank AG Subordinated Tier 2 Notes Offering

Davis Polk advised the underwriters in connection with the SEC-registered offering by Deutsche Bank AG, acting through its New York branch, 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.

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 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. Members of the Davis Polk team are based in the London and New York offices.