Davis Polk is advising UBS Limited as process bank and joint bookrunner and Banco Santander S.A., Barclays Bank PLC, Commerzbank Aktiengesellschaft, Goldman Sachs International and J.P. Morgan Securities plc as joint bookrunners for a rights offering of up to approximately 300,000,000 new ordinary shares of Deutsche Bank AG, which is expected to raise gross proceeds of approximately €6.3 billion (approximately $8.6 billion). Deutsche Bank is also acting as global coordinator of the offering. The rights offering, which is fully underwritten, to Deutsche Bank AG’s existing shareholders consists of a public offering in Germany and the United Kingdom, 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, together with €1.75 billion (approximately $2.4 billion) in proceeds of a pre-placement with an anchor investor of 60,000,000 new ordinary shares, primarily to strengthen its capitalization, increasing its Common Equity Tier (CET1) ratio on a pro forma CRD 4 fully loaded basis by approximately 230 basis points from 9.5% at March 31, 2014, to 11.8%.
Headquartered in Frankfurt am Main, Germany, Deutsche Bank is one of the largest financial institutions in Europe and the world, comprising banks, capital market, fund management, property finance, installment financing and research and consultancy companies. As of March 31, 2014, it had total assets of approximately €1,637 billion (approximately $2,243 billion) and employed approximately 97,000 people.
The Davis Polk corporate team includes partner John Banes and associates Leo Borchardt and Lorenzo Togni. Partner John D. Paton and associate Omer Harel are providing tax advice. Counsel Marcie A. Goldstein of the New York office is providing FINRA advice. Except as noted above, 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 Torsten Busch and Alexander Rang of the Frankfurt office, which is advising the joint bookrunners as to matters of German law.
