Deutsche Bank in €1.3 Billion Noncumulative Trust Preferred Securities

September 4, 2009

Cleary Gottlieb acted as deal counsel in the first offering of hybrid Tier 1 capital securities of a German bank after the financial crisis.

The offering was made by Deutsche Bank Capital Funding Trust XI, a financing trust associated with Deutsche Bank AG, of €1.3 billion noncumulative trust preferred securities, and was underwritten by a syndicate led by a Deutsche Bank affiliate. The securities are listed on the Luxembourg Stock Exchange, on the Regulated Market (General Standard) of the Frankfurt Stock Exchange and on the Eurolist by NYSE Euronext Amsterdam N.V. The deal closed on September 4.

The securities are perpetual instruments, callable by the issuer after five years, that qualify as consolidated Tier 1 regulatory capital of Deutsche Bank AG, Germany’s largest bank. This type of hybrid security is intended to give a bank favorable regulatory capital treatment while creating an interest deduction within the consolidated group. The transaction was a major success for Deutsche Bank.