ISSUER FREE WRITING PROSPECTUS NO. 2251BK
Filed Pursuant to Rule 433
Registration Statement No. 333-184193
Dated October 23, 2014
$• Deutsche Bank AG Airbag Phoenix Autocallable Optimization Securities
|
Investment Description
|
Features
|
Key Dates1
|
||
q Contingent Coupon — If the Closing Price of the Underlying on the applicable monthly Coupon Observation Date (including the Final Valuation Date) is greater than or equal to the Coupon Barrier, Deutsche Bank AG will pay you the Contingent Coupon applicable to such Coupon Observation Date. Otherwise, no coupon will be accrued or payable with respect to that Coupon Observation Date.
q Automatically Callable — If the Closing Price of the Underlying on any quarterly Autocall Observation Date (including the Final Valuation Date) is greater than or equal to the Initial Price, Deutsche Bank AG will automatically call the Securities and, for each $1,000 Face Amount of Securities, pay you the Face Amount plus the Contingent Coupon for that date and no further amounts will be owed to you. If the Securities are not automatically called, investors may have downside market exposure to the Underlying at maturity.
q Downside Exposure with Contingent Repayment of Your Initial Investment at Maturity — If the Securities are not automatically called and the Final Price is greater than or equal to the Conversion Price, Deutsche Bank AG will pay you a cash payment per $1,000 Face Amount of Securities equal to the Face Amount at maturity. However, if the Securities are not automatically called and the Final Price is less than the Conversion Price, Deutsche Bank AG will deliver to you at maturity a number of shares of the Underlying equal to the Share Delivery Amount per $1,000 Face Amount of Securities, which is expected to have a value of less than the Face Amount and may have no value at all. The contingent repayment of your initial investment only applies if you hold the Securities to maturity. Any payment on the Securities, including any payment of a Contingent Coupon, any payment upon an automatic call and any payment of your initial investment at maturity, is subject to the creditworthiness of the Issuer. If the Issuer were to default on its payment obligations, you might not receive any amounts owed to you under the terms of the Securities and you could lose your entire investment.
|
Trade Date
|
October 23, 2014
|
|
Settlement Date
|
October 28, 2014
|
||
Coupon Observation Dates2
|
Monthly
|
||
Autocall Observation Dates2
|
Quarterly
|
||
Final Valuation Date2
|
October 23, 2015
|
||
Maturity Date2, 3
|
October 29, 2015
|
||
1 Expected
2 See page 4 for additional details
3 366 days from the Settlement Date
|
Security Offering
|
Underlying
|
Ticker
|
Contingent Coupon Rate Per Annum
|
Initial Price
|
Coupon Barrier
|
Conversion Price
|
CUSIP/ISIN
|
Common stock of Radian Group Inc.
|
RDN
|
9.10%
per annum
|
$15.29
|
$10.70, equal to 70% of the Initial Price
|
$13.00, equal to 85% of the Initial Price
|
25157U325 / US25157U3251
|
Price to Public
|
Discounts and Commissions(1)
|
Proceeds to Us
|
||||
Offering of Securities
|
Total
|
Per Security
|
Total
|
Per Security
|
Total
|
Per Security
|
Securities linked to the common stock of Radian Group Inc.
|
$
|
$1,000.00
|
$
|
$15.00
|
$
|
$985.00
|
(1)
|
For more detailed information about discounts and commissions, please see “Supplemental Plan of Distribution (Conflicts of Interest)” in this free writing prospectus.
|
UBS Financial Services Inc.
|
Deutsche Bank Securities
|
Issuer’s Estimated Value of the Securities
|
Additional Terms Specific to the Securities
|
¨
|
Product supplement BK dated October 5, 2012:
|
¨
|
Prospectus supplement dated September 28, 2012:
|
¨
|
Prospectus dated September 28, 2012:
|
Investor Suitability
|
The Securities may be suitable for you if, among other considerations:
|
The Securities may not be suitable for you if, among other considerations:
|
|
¨ You fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire investment.
¨ You can tolerate the loss of some or all of your investment in the Securities and are willing to make an investment that may have the full downside market risk of an investment in the Underlying.
¨ You believe the Closing Price of the Underlying will be greater than or equal to the Coupon Barrier on the specified Coupon Observation Dates, including the Final Valuation Date.
¨ You believe the Final Price of the Underlying is not likely to be less than the Conversion Price and, if it is, you can tolerate receiving shares of the Underlying at maturity that are worth less than your initial investment or may have no value at all.
¨ You are willing to make an investment whose positive return is limited to the Contingent Coupons, regardless of any potential increase in the price of the Underlying, which could be significant.
¨ You are willing to accept the risks of owning equities in general and the Underlying in particular.
¨ You can tolerate fluctuations in the value of the Securities prior to maturity that may be similar to or exceed the downside price fluctuations of the Underlying.
¨ You do not seek guaranteed current income from this investment and are willing to forgo any dividends or any other distributions paid on the Underlying.
¨ You are willing and able to hold the Securities that will be called on any Autocall Observation Date on which the Closing Price of the Underlying is greater than or equal to the Initial Price, and you are otherwise willing and able to hold the Securities to the Maturity Date, as set forth on the cover of this free writing prospectus, and are not seeking an investment for which there will be an active secondary market.
¨ You are willing to assume the credit risk associated with Deutsche Bank AG, as Issuer of the Securities, and understand that if Deutsche Bank AG defaults on its obligations you might not receive any amounts due to you, including any payment of a Contingent Coupon, any payment upon an automatic call or any payment of your initial investment at maturity.
|
¨ You do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire investment.
¨ You require an investment designed to provide a full return of your initial investment at maturity.
¨ You cannot tolerate the loss of some or all of your investment or you are unwilling to make an investment that may have the full downside market risk of an investment in the Underlying.
¨ You believe the Closing Price of the Underlying will be less than the Coupon Barrier on the specified Coupon Observation Dates, including the Final Valuation Date.
¨ You believe the Final Price of the Underlying is likely to be less than the Conversion Price, which could result in a total loss of your initial investment.
¨ You cannot tolerate receiving shares of the Underlying at maturity that are worth less than your initial investment or may have no value at all.
¨ You seek an investment that participates in any increase in the price of the Underlying or that has unlimited return potential.
¨ You are not willing to accept the risks of owning equities in general and the Underlying in particular.
¨ You cannot tolerate fluctuations in the value of the Securities prior to maturity that may be similar to or exceed the downside price fluctuations of the Underlying.
¨ You seek guaranteed current income from this investment or you prefer to receive dividends or any other distributions paid on the Underlying.
¨ You are unable or unwilling to hold the Securities that will be called on any Autocall Observation Date on which the Closing Price of the Underlying is greater than or equal to the Initial Price, or you are otherwise unable or unwilling to hold the Securities to the Maturity Date, as set forth on the cover of this free writing prospectus, or seek an investment for which there will be an active secondary market.
¨ You are unwilling or unable to assume the credit risk associated with Deutsche Bank AG, as Issuer of the Securities for all payments on the Securities, including any payment of a Contingent Coupon, any payment upon an automatic call or any payment of your initial investment at maturity.
|
Indicative Terms
|
|
Issuer
|
Deutsche Bank AG, London Branch
|
Issue Price
|
100% of the Face Amount of Securities
|
Face Amount
|
$1,000
|
Term
|
Twelve months, subject to a quarterly automatic call
|
Trade Date1
|
October 23, 2014
|
Settlement Date1
|
October 28, 2014
|
Final Valuation Date1, 2
|
October 23, 2015
|
Maturity Date1, 2, 3
|
October 29, 2015
|
Underlyings
|
Common stock of Radian Group Inc. (Ticker: RDN)
|
Call Feature
|
The Securities will be automatically called if the Closing Price of the Underlying on any Autocall Observation Date is greater than or equal to the Initial Price. If the Securities are automatically called, Deutsche Bank AG will pay you on the applicable Call Settlement Date a cash payment per $1,000 Face Amount of Securities equal to the Face Amount plus the Contingent Coupon otherwise due on such day pursuant to the contingent coupon feature. Following an automatic call, no further amounts will be owed to you under the Securities.
|
Autocall Observation Dates1, 2
|
Quarterly, on January 23, 2015, April 23, 2015, July 23, 2015 and October 23, 2015 (the “Final Valuation Date”)
|
Call Settlement Dates3
|
Two business days following the relevant Autocall Observation Date, except the Call Settlement Date for the final Autocall Observation Date will be the Maturity Date.
|
Contingent Coupon
|
If the Closing Price of the Underlying on any Coupon Observation Date is greater than or equal to the Coupon Barrier, Deutsche Bank AG will pay you the Contingent Coupon per $1,000 Face Amount of Securities applicable to such Coupon Observation Date on the related Coupon Payment Date.
If the Closing Price of the Underlying on any Coupon Observation Date is less than the Coupon Barrier, the Contingent Coupon applicable to such Coupon Observation Date will not be accrued or payable and Deutsche Bank AG will not make any payment to you on the related Coupon Payment Date.
The Contingent Coupon is a fixed amount based upon equal monthly installments at the Contingent Coupon Rate set forth below. For each Coupon Observation Date, the Contingent Coupon for the Securities that would be payable for such Coupon Observation Date on which the Closing Price of the Underlying is greater than or equal to the Coupon Barrier is set forth below under “Contingent Coupon payments.”
Contingent Coupon payments on the Securities are not guaranteed. Deutsche Bank AG will not pay you the Contingent Coupon for any Coupon Observation Date on which the Closing Price of the Underlying is less than the Coupon Barrier.
|
Contingent Coupon Rate
|
9.10% per annum
|
Contingent Coupon payments
|
$7.5833 per $1,000 Face Amount of Securities
|
Coupon Observation Dates1, 2
|
Monthly, on the dates set forth in the table below.
|
Coupon Payment Dates3, 4
|
Two business days following the relevant Coupon Observation Date, except the Coupon Payment Date for the final Coupon Observation Date will be the Maturity Date.
|
Coupon Observation Dates
|
Expected Coupon Payment Dates
|
November 24, 2014
|
November 26, 2014
|
December 23, 2014
|
December 29, 2014
|
January 23, 2015*
|
January 27, 2015
|
February 23, 2015
|
February 25, 2015
|
March 23, 2015
|
March 25, 2015
|
April 23, 2015*
|
April 27, 2015
|
May 26, 2015
|
May 28, 2015
|
June 23, 2015
|
June 25, 2015
|
July 23, 2015*
|
July 27, 2015
|
August 24, 2015
|
August 26, 2015
|
September 23, 2015
|
September 25, 2015
|
October 23, 2015* (the Final Valuation Date)
|
October 29, 2015 (the Maturity Date)
|
* These Coupon Observation Dates are also Autocall Observation Dates. If the Securities are automatically called prior to the Final Valuation Date, the Contingent Coupon will be paid on the corresponding Call Settlement Date and no further amounts will be owed to you under the Securities. | |
Payment at Maturity (per $1,000 Face Amount of Securities)
|
If the Securities are not automatically called, Deutsche Bank AG will pay you a cash payment or deliver to you a number of shares of the Underlying at maturity as described below.
If the Final Price of the Underlying is greater than or equal to the Conversion Price, Deutsche Bank AG will pay you a cash payment per $1,000 Face Amount of Securities at maturity equal to the Face Amount plus the Contingent Coupon for the final month otherwise due on the Maturity Date.
If the Final Price of the Underlying is less than the Conversion Price, Deutsche Bank AG will deliver to you at maturity a number of shares of the Underlying equal to the Share Delivery Amount per $1,000 Face Amount of Securities (subject to adjustments in the case of certain corporate events as described in the accompanying product supplement).
· If the Final Price is less than the Conversion Price, but is greater than or equal to the Coupon Barrier, in addition to delivering the Share Delivery Amount, Deutsche Bank AG will pay you a cash payment per $1,000 Face Amount of Securities equal to the Contingent Coupon for the final month otherwise due on the Maturity Date.
· If the Final Price is less than both the Conversion Price and Coupon Barrier, Deutsche Bank AG will only deliver to you at maturity the Share Delivery Amount per $1,000 Face Amount of Securities. The Contingent Coupon for the final month will not be paid.
Under these circumstances, the shares of the Underlying delivered as the Share Delivery Amount at maturity are expected to be worth less than your initial investment or may have no value at all.
If you receive the Share Delivery Amount at maturity, we will pay cash in lieu of delivering any fractional shares in an amount equal to that fraction multiplied by the closing price of the Underlying on the Final Valuation Date.
|
Initial Price
|
$15.29, equal to the Closing Price of the Underlying on October 22, 2014. The Initial Price is not the Closing Price of the Underlying on the Trade Date.
|
Final Price
|
The Closing Price of the Underlying on the Final Valuation Date
|
Coupon Barrier
|
$10.70, equal to 70% of the Initial Price
|
Conversion Price
|
$13.00, equal to 85% of the Initial Price
|
Share Delivery Amount
|
76.9231 shares per $1,000 Face Amount of Securities
The Share Delivery Amount for each $1,000 Face Amount of Securities is the number of shares of the Underlying equal to (1) the Face Amount divided by (2) the Conversion Price. The Share Delivery Amount is subject to adjustments in the case of certain corporate events as described in the accompanying product supplement.
|
Closing Price
|
On any trading day, the last reported sale price of one share of the Underlying on the relevant exchange multiplied by the Stock Adjustment Factor, as determined by the calculation agent
|
Stock Adjustment Factor
|
Initially 1.0, subject to adjustment for certain actions affecting the Underlying. See “Description of Securities — Anti-Dilution Adjustments for Reference Stock” in the accompanying product supplement.
|
Investment Timeline
|
October 22, 2014:
|
The Initial Price is observed, the Coupon Barrier, Conversion Price and Share Delivery Amount are determined and the Contingent Coupon Rate is set.
|
||
Monthly (including at maturity):
|
If the Closing Price of the Underlying on any Coupon Observation Date is greater than or equal to the Coupon Barrier, Deutsche Bank AG will pay you the Contingent Coupon per $1,000 Face Amount of Securities applicable to such Coupon Observation Date on the related Coupon Payment Date.
|
||
Quarterly (including the Final Valuation Date):
|
The Securities will be automatically called if the Closing Price of the Underlying on any Autocall Observation Date is greater than or equal to the Initial Price. If the Securities are automatically called, Deutsche Bank AG will pay you on the applicable Call Settlement Date a cash payment per $1,000 Face Amount of Securities equal to the Face Amount plus the Contingent Coupon otherwise due on such day pursuant to the contingent coupon feature. Following an automatic call, no further amounts will be due to you under the Securities.
|
||
Maturity Date:
|
The Final Price of the Underlying will be determined on the Final Valuation Date.
If the Securities are not automatically called, Deutsche Bank AG will pay you a cash payment or deliver to you a number of shares of the Underlying at maturity as described below.
If the Final Price of the Underlying is greater than or equal to the Conversion Price, Deutsche Bank AG will pay you a cash payment per $1,000 Face Amount of Securities equal to the Face Amount plus the Contingent Coupon for the final month otherwise due on the Maturity Date.
If the Final Price of the Underlying is less than the Conversion Price, Deutsche Bank AG will deliver to you at maturity a number of shares of the Underlying equal to the Share Delivery Amount per $1,000 Face Amount of Securities (subject to adjustments in the case of certain corporate events as described in the accompanying product supplement).
· If the Final Price is less than the Conversion Price, but is greater than or equal to the Coupon Barrier, in addition to delivering the Share Delivery Amount, Deutsche Bank AG will pay you a cash payment per $1,000 Face Amount of Securities equal to the Contingent Coupon for the final month otherwise due on the Maturity Date.
· If the Final Price is less than both the Conversion Price and Coupon Barrier, Deutsche Bank AG will only deliver to you at maturity the Share Delivery Amount per $1,000 Face Amount of Securities. The Contingent Coupon for the final month will not be paid.
Under these circumstances, the shares of the Underlying delivered as the Share Delivery Amount at maturity are expected to be worth less than your initial investment and may have no value at all.
|
1
|
In the event that we make any change to the expected Trade Date or Settlement Date, the Coupon Observation Dates, Autocall Observation Dates, Final Valuation Date and Maturity Date may be changed to ensure that the stated term of the Securities remains the same.
|
2
|
Subject to postponement as described under “Description of Securities — Adjustments to Valuation Dates and Payment Dates” in the accompanying product supplement.
|
3
|
Notwithstanding the provisions under “Description of Securities — Adjustments to Valuation Dates and Payment Dates” in the accompanying product supplement, in the event the Final Valuation Date is postponed, the Maturity Date will be the fourth business day after the Final Valuation Date as postponed, and in the event that an Autocall Observation Date and/or a Coupon Observation Date (other than the Final Valuation Date) is postponed, the relevant Call Settlement Date and/or Coupon Payment Date, as applicable, will be the second business day after such Autocall Observation Date and/or Coupon Observation Date as postponed.
|
4
|
If a Coupon Payment Date or the Maturity Date is postponed, the Contingent Coupon due on such Coupon Payment Date or the Maturity Date will be made on such postponed Coupon Payment Date or the Maturity Date, with the same force and effect as if such Coupon Payment Date or the Maturity Date had not been postponed, but no additional Contingent Coupon will accrue or be payable as a result of the delayed payment.
|
Key Risks
|
¨
|
Your Investment in the Securities May Result in a Loss of Your Initial Investment — The Securities differ from ordinary debt securities in that Deutsche Bank AG will not necessarily pay you the full Face Amount of Securities at maturity. We will only pay you the Face Amount of Securities in cash if the Securities are automatically called or if the Final Price of the Underlying is greater than or equal to the Conversion Price at maturity. If the Securities are not automatically called and the Final Price of the Underlying is less than the Conversion Price, we will deliver to you a number of shares of the Underlying equal to the Share Delivery Amount for each $1,000 Face Amount of Securities that you own instead of the Face Amount in cash. Therefore, if the Final Price of the Underlying is less than the Conversion Price, the value of the Share Delivery Amount will decline at a percentage higher than the percentage decline below the Conversion Price as measured from the Initial Price. For example, if the Conversion Price is 80% of the Initial Price and the Final Price is less than the Conversion Price, for each $1,000 Face Amount of Securities, you will lose 1.25% of the Face Amount at maturity for each additional 1.00% that the Final Price is less than the Conversion Price. If you receive shares of the Underlying at maturity, the value of those shares is expected to be less than the initial investment of the Securities or may have no value at all.
|
¨
|
Your Potential Return on the Securities Is Limited to the Face Amount Plus Any Contingent Coupons and You Will Not Participate in Any Increase in the Price of the Underlying — The Securities will not pay more than the Face Amount plus any Contingent Coupons payable over the term of the Securities. Therefore, your potential return on the Securities will be limited to the Contingent Coupon Rate, but the total return will vary based on the number of Coupon Observation Dates on which the requirement for a Contingent Coupon has been met prior to maturity or an automatic call. If the Securities are automatically called, you will not participate in any increase in the price of the Underlying and you will not receive any Contingent Coupons in respect of any Coupon Observation Date after the applicable Call Settlement Date. If the Securities are automatically called on the first Autocall Observation Date (the third Coupon Observation Date), the total return on the Securities will be minimal. If the Securities are not automatically called and the Final Price is less than the Conversion Price, we will deliver to you at maturity shares of the Underlying, which are expected to be worth less than the Face Amount as of the Maturity Date. Therefore, your positive return potential on the Securities will be limited to the Contingent Coupon Rate and may be less than what your return would be on a direct investment in the Underlying.
|
¨
|
You May Not Receive Any Contingent Coupons — Deutsche Bank AG will not necessarily make periodic coupon payments on the Securities. If the Closing Price of the Underlying on any Coupon Observation Date is less than the Coupon Barrier, Deutsche Bank AG will not pay you the Contingent Coupon applicable to such Coupon Observation Date. If the Closing Price of the Underlying is less than the Coupon Barrier on each of the Coupon Observation Dates, Deutsche Bank AG will not pay you any Contingent Coupons during the term of, and you will not receive a positive return on, your Securities.
|
¨
|
Contingent Repayment of Your Initial Investment Applies Only if You Hold the Securities to Maturity — If your Securities are not automatically called, you should be willing to hold your Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, you may have to sell them at a loss relative to your initial investment even if the Closing Price of the Underlying is greater than the Conversion Price.
|
¨
|
Higher Contingent Coupon Rates Are Generally Associated with a Greater Risk of Loss — Greater expected volatility with respect to the Underlying reflects a higher expectation as of the Trade Date that the Closing Price of the Underlying could be less than the Conversion Price on the Final Valuation Date of the Securities. This greater expected risk will generally be reflected in a higher Contingent Coupon Rate for the Securities. However, while the Contingent Coupon Rate is a fixed amount, the Underlying’s volatility can change significantly over the term of the Securities. The price of the Underlying could fall sharply, which could result in a significant loss of your initial investment.
|
¨
|
Reinvestment Risk — If your Securities are automatically called, the holding period over which you would receive any Contingent Coupon, which is based on the Contingent Coupon Rate as specified on the cover hereof, could be as little as three months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Securities at a comparable return for a similar level of risk in the event the Securities are automatically called prior to the Maturity Date.
|
¨
|
The Securities Are Subject to the Credit of the Issuer— The Securities are unsubordinated and unsecured obligations of the Issuer, Deutsche Bank AG, and are not, either directly or indirectly, an obligation of any third party. Any payment(s) to be made on the Securities, including any payment of a Contingent Coupon, any payment upon an automatic call or any payment of your initial investment at maturity, depends on the ability of Deutsche Bank AG to satisfy its obligations as they come due. An actual or anticipated downgrade in Deutsche Bank AG’s credit rating or increase in the credit spreads charged by the market for taking the credit risk of the Issuer will likely have an adverse effect on the value of the Securities. As a result, the actual and perceived creditworthiness of Deutsche Bank AG will affect the value of the Securities, and in the event Deutsche Bank AG were to default on its obligations, you might not receive any amount(s) owed to you under the terms of the Securities and you could lose your entire investment.
|
¨
|
The Issuer’s Estimated Value of the Securities on the Trade Date Will Be Less than the Issue Price of the Securities — The Issuer’s estimated value of the Securities on the Trade Date (as disclosed on the cover of this free writing prospectus) is less than the Issue Price of the Securities. The difference between the Issue Price and the Issuer’s estimated value of the Securities on the Trade Date is due to the inclusion in the Issue Price of the agent’s commissions, if any, and the cost of hedging our obligations under the Securities through one or more of our affiliates. Such hedging cost includes our or our affiliates’ expected cost of providing such hedge, as well as the profit we or our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. The Issuer’s estimated value of the Securities is determined by reference to an internal funding rate and our pricing models. The internal funding rate is typically lower than the rate we would pay when we issue conventional debt securities on equivalent terms. This difference in funding rate, as well as the agent’s commissions, if any, and the estimated cost of hedging our obligations under the Securities, reduces the
|
economic terms of the Securities to you and is expected to adversely affect the price at which you may be able to sell the Securities in any secondary market. In addition, our internal pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. If at any time a third party dealer were to quote a price to purchase your Securities or otherwise value your Securities, that price or value may differ materially from the estimated value of the Securities determined by reference to our internal funding rate and pricing models. This difference is due to, among other things, any difference in funding rates, pricing models or assumptions used by any dealer who may purchase the Securities in the secondary market.
|
¨
|
Investing in the Securities Is Not the Same as Investing in the Underlying — The return on your Securities may not reflect the return you would realize if you invested directly in the Underlying. For instance, your return on the Securities is limited to the Contingent Coupons you receive, regardless of any increase in the price of the Underlying, which could be significant.
|
¨
|
If the Price of the Underlying Changes, the Value of the Securities May Not Change in the Same Manner — The Securities may trade quite differently from the Underlying. Changes in the price of the Underlying may not result in comparable changes in the value of the Securities.
|
¨
|
No Dividend Payments or Voting Rights — As a holder of the Securities, you will not have any voting rights or rights to receive cash dividends or other distributions or other rights that holders of the Underlying would have.
|
¨
|
Single Stock Risk — The Securities are linked to the equity securities of a single Underlying. The price of the Underlying can rise or fall sharply due to factors specific to the Underlying and its issuer (the “Underlying Issuer”), such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions. We urge you to review financial and other information filed periodically by the Underlying Issuer with the SEC.
|
¨
|
The Anti-Dilution Protection Is Limited — The calculation agent will make adjustments to the Stock Adjustment Factor, the Share Delivery Amount and the Payment at Maturity in the case of certain corporate events affecting the Underlying. The calculation agent is not required, however, to make such adjustments in response to all events that could affect the Underlying. If an event occurs that does not require the calculation agent to make an adjustment, the value of the Securities may be materially and adversely affected. In addition, you should be aware that the calculation agent may, at its sole discretion, make adjustments to the Stock Adjustment Factor or any other terms of the Securities that are in addition to, or that differ from, those described in the accompanying product supplement to reflect changes occurring in relation to the Underlying in circumstances where the calculation agent determines that it is appropriate to reflect those changes to ensure an equitable result. Any alterations to the specified anti-dilution adjustments for the Underlying described in the accompanying product supplement may be materially adverse to investors in the Securities. You should read “Description of Securities — Anti-Dilution Adjustments for Reference Stock” in the accompanying product supplement in order to understand the adjustments that may be made to the Securities.
|
¨
|
In Some Circumstances, You May Receive the Equity Securities of Another Company and Not the Underlying at Maturity — Following certain corporate events relating to the Underlying Issuer where the Underlying Issuer is not the surviving entity, you may receive the equity securities of a successor to the Underlying Issuer or any cash or any other assets distributed to holders of the Underlying in such corporate event. The occurrence of these corporate events and the consequent adjustments may materially and adversely affect the value of the Securities. For more information, see the section “Description of Securities — Anti-Dilution Adjustments for Reference Stock” in the accompanying product supplement. Regardless of the occurrence of one or more dilution or reorganization events, you should note that at maturity, for each $1,000 Face Amount of Securities, you will receive an amount in cash from Deutsche Bank AG equal to the Face Amount unless the Final Price of the Underlying is less than the Conversion Price.
|
¨
|
There Is No Affiliation Between the Underlying Issuer and Us, and We Have Not Participated in the Preparation of, or Verified, Any Disclosure by the Underlying Issuer — We are not affiliated with the Underlying Issuer. However, we or our affiliates may currently or from time to time in the future engage in business with the Underlying Issuer. In the course of this business, we or our affiliates may acquire non-public information about the Underlying Issuer, and we will not disclose any such information to you. Nevertheless, neither we nor our affiliates have participated in the preparation of, or verified, any information about the Underlying and the Underlying Issuer. You, as an investor in the Securities, should make your own investigation into the Underlying and the Underlying Issuer. The Underlying Issuer is not involved in the Securities offered hereby in any way and does not have any obligation of any sort with respect to your Securities. The Underlying Issuer does not have any obligation to take your interests into consideration for any reason, including when taking any corporate actions that might affect the value of the Securities.
|
¨
|
Past Performance of the Underlying Is No Guide to Future Performance — The actual performance of the Underlying may bear little relation to the historical closing prices of the Underlying, and may bear little relation to the hypothetical return examples set forth elsewhere in this free writing prospectus. We cannot predict the future performance of the Underlying.
|
¨
|
Assuming No Changes in Market Conditions and Other Relevant Factors, the Price You May Receive for Your Securities in Secondary Market Transactions Would Generally Be Lower Than Both the Issue Price and the Issuer’s Estimated Value of the Securities on the Trade Date — While the payment(s) on the Securities described in this free writing prospectus is based on the full Face Amount of your Securities, the Issuer’s estimated value of the Securities on the Trade Date (as disclosed on the cover of this free writing prospectus) is less than the Issue Price of the Securities. The Issuer’s estimated value of the Securities on the Trade Date does not represent the price at which we or any of our affiliates would be willing to purchase your Securities in the secondary market at any time. Assuming no changes in market conditions or our creditworthiness and other relevant factors, the price, if any, at which we or our affiliates would be willing to purchase the Securities from you in secondary market transactions, if at all, would generally be lower than both the Issue Price and the Issuer’s estimated value of the Securities on the Trade Date. Our purchase price, if any, in secondary market transactions would be based on the estimated value of the Securities determined by reference to (i) the then-prevailing internal funding rate (adjusted by a spread) or another appropriate measure of our cost of funds and (ii) our pricing models at that time, less a bid spread determined after taking into account the size of the repurchase, the nature of the assets underlying the Securities and then-prevailing market conditions. The price we report to financial reporting services and to distributors of our Securities for use on customer account statements would generally be determined on the same basis. However, during the period of approximately five months beginning from the Trade Date, we or our affiliates may, in our sole discretion, increase the purchase price determined as described above by an amount
|
equal to the declining differential between the Issue Price and the Issuer’s estimated value of the Securities on the Trade Date, prorated over such period on a straight-line basis, for transactions that are individually and in the aggregate of the expected size for ordinary secondary market repurchases.
|
¨
|
The Securities Will Not Be Listed and There Will Likely Be Limited Liquidity — The Securities will not be listed on any securities exchange. There may be little or no secondary market for the Securities. We or our affiliates intend to act as market makers for the Securities but are not required to do so and may cease such market making activities at any time. Even if there is a secondary market, it may not provide enough liquidity to allow you to sell the Securities when you wish to do so or at a price advantageous to you. Because we do not expect other dealers to make a secondary market for the Securities, the price at which you may be able to sell your Securities is likely to depend on the price, if any, at which we or our affiliates are willing to buy the Securities. If, at any time, we or our affiliates do not act as market makers, it is likely that there would be little or no secondary market in the Securities. If you have to sell your Securities prior to maturity, you may not be able to do so or you may have to sell them at a substantial loss, even in cases where the price of the Underlying has increased since the Trade Date.
|
¨
|
Many Economic and Market Factors Will Affect the Value of the Securities — While we expect that, generally, the price of the Underlying will affect the value of the Securities more than any other single factor, the value of the Securities prior to maturity will also be affected by a number of other factors that may either offset or magnify each other, including:
|
|
¨
|
the expected volatility of the Underlying;
|
|
¨
|
the time remaining to maturity of the Securities;
|
|
¨
|
the market price and dividend rates of the Underlying and the stock market generally;
|
|
¨
|
the real and anticipated results of operations of the Underlying Issuer;
|
|
¨
|
actual or anticipated corporate reorganization events, such as mergers or takeovers, which may affect the Underlying Issuer;
|
|
¨
|
interest rates and yields in the market generally and in the markets of the Underlying;
|
|
¨
|
geopolitical conditions and a variety of economic, financial, political, regulatory or judicial events that affect the Underlying or markets generally;
|
|
¨
|
supply and demand for the Securities; and
|
|
¨
|
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
|
¨
|
Trading and Other Transactions by Us or Our Affiliates, or UBS AG or Its Affiliates, in the Equity and Equity Derivative Markets May Impair the Value of the Securities — We or one or more of our affiliates expect to hedge our exposure from the Securities by entering into equity and equity derivative transactions, such as over-the-counter options, futures or exchange-traded instruments. We, UBS AG or our or their affiliates may also engage in trading in instruments related to the Underlying on a regular basis as part of our or their general broker-dealer and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions for customers, including block transactions. Such trading and hedging activities may affect the price of the Underlying and make it less likely that you will receive a positive return on your investment in the Securities. It is possible that we, UBS AG or our or their affiliates could receive substantial returns from these hedging and trading activities while the value of the Securities declines. We, UBS AG or our or their affiliates may also issue or underwrite other securities or financial or derivative instruments with returns related to the Underlying. Introducing competing products into the marketplace in this manner could adversely affect the value of the Securities. Any of the foregoing activities described in this paragraph may reflect trading strategies that differ from, or are in direct opposition to, investors’ trading and investment strategies related to the Securities.
|
¨
|
Potential Deutsche Bank AG Impact on Price — Trading or transactions by Deutsche Bank AG or its affiliates in the Underlying and/or over-the-counter options, futures or other instruments with returns linked to the performance of the Underlying, may adversely affect the price of the Underlying and therefore the value of the Securities.
|
¨
|
We, Our Affiliates or Our Agents, or UBS AG or Its Affiliates, May Publish Research, Express Opinions or Provide Recommendations That Are Inconsistent with Investing in or Holding the Securities. Any Such Research, Opinions or Recommendations Could Adversely Affect the Stock Price of the Underlying and the Value of the Securities — We, our affiliates or our agents, or UBS AG or its affiliates, may publish research from time to time on financial markets and other matters that could adversely affect the value of the Securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the Securities. Any research, opinions or recommendations expressed by us, our affiliates or our agents, or UBS AG or its affiliates, may not be consistent with each other and may be modified from time to time without notice. You should make your own independent investigation of the merits of investing in the Securities and the Underlying to which the Securities are linked.
|
¨
|
Potential Conflicts of Interest — Deutsche Bank AG and its affiliates may engage in business with the Underlying Issuer, which may present a conflict between the obligations of Deutsche Bank AG and you, as a holder of the Securities. We and our affiliates play a variety of roles in connection with the issuance of the Securities, including acting as calculation agent, hedging our obligations under the Securities and determining the Issuer’s estimated value of the Securities on the Trade Date and the price, if any, at which we or our affiliates would be willing to purchase the Securities from you in secondary market transactions. In performing these roles, our economic interests and those of our affiliates are potentially adverse to your interests as an investor in the Securities. The calculation agent will determine, among other things, all values, prices and levels required to be determined for the purposes of the Securities on any relevant
|
date or time. The calculation agent also has some discretion about certain adjustments to the Stock Adjustment Factor and the Share Delivery Amount and will be responsible for determining whether a market disruption event has occurred and whether the Securities are automatically called. Any determination by the calculation agent could adversely affect the return on the Securities.
|
¨
|
There Is Substantial Uncertainty Regarding the U.S. Federal Income Tax Consequences of an Investment in the Securities — There is no direct legal authority regarding the proper U.S. federal income tax treatment of the Securities, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment of the Securities are uncertain, and the IRS or a court might not agree with the treatment of the Securities as prepaid financial contracts that are not debt, with associated contingent coupons, as described below under “What Are the Tax Consequences of an Investment in the Securities?” If the IRS were successful in asserting an alternative treatment for the Securities, the tax consequences of ownership and disposition of the Securities could be materially affected. In addition, as described below under “What Are the Tax Consequences of an Investment in the Securities?”, in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially affect the tax consequences of an investment in the Securities, possibly with retroactive effect. You should review carefully the section of the accompanying product supplement entitled “U.S. Federal Income Tax Consequences,” and consult your tax adviser regarding the U.S. federal tax consequences of an investment in the Securities (including possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
|
Scenario Analysis and Hypothetical Examples of Payment upon an Automatic Call or at Maturity
|
Term:
|
Twelve months, subject to an automatic call
|
Autocall Observation Dates:
|
Quarterly
|
Coupon Observation Dates:
|
Monthly
|
Initial Price:
|
$15.29
|
Contingent Coupon Rate*:
|
9.10% per annum (or 0.7583% per month)
|
Contingent Coupon*:
|
$7.5833 per month
|
Coupon Barrier:
|
$10.70 (70.00% of the Initial Price)
|
Conversion Price:
|
$13.00 (85.00% of the Initial Price)
|
Share Delivery Amount**:
|
76.9231 shares per $1,000 Face Amount of Securities ($1,000 / Conversion Price of $13.00)
|
*
|
The Contingent Coupon may be paid monthly in arrears during the term of the Securities, unless earlier called, as described in the “Indicative Terms.”
|
**
|
If you receive the Share Delivery Amount at maturity, we will pay cash in lieu of delivering any fractional shares in an amount equal to that fraction multiplied by the closing price of the Underlying on the Final Valuation Date. For purposes of the following hypothetical examples, the closing price of one share of the Underlying on the Maturity Date is deemed to be the same as the hypothetical Final Price as of the Final Valuation Date.
|
Date
|
Closing Price
|
Payment (per $1,000 Face Amount of Securities)
|
First Coupon Observation Date
|
$14 (greater than Coupon Barrier)
|
$7.5833 (Contingent Coupon)
|
Second Coupon Observation Date
|
$14 (greater than Coupon Barrier)
|
$7.5833 (Contingent Coupon)
|
Third Coupon Observation Date (First Autocall Observation Date)
|
$20 (greater than Initial Price)
|
$1,007.5833 (Face Amount plus Contingent Coupon)
|
Total Payment:
|
$1,022.75 (2.275% return)
|
Date
|
Closing Price
|
Payment (per $1,000 Face Amount of Securities)
|
First Coupon Observation Date
|
$14 (greater than Coupon Barrier)
|
$7.5833 (Contingent Coupon)
|
Second Coupon Observation Date
|
$10 (less than Coupon Barrier)
|
$0.00
|
Third Coupon Observation Date (First Autocall Observation Date)
|
$10 (less than Coupon Barrier)
|
$0.00
|
Fourth to Eleventh Coupon Observation Dates (Second and Third Autocall Observation Dates)
|
Various (all less than Coupon Barrier)
|
$0.00
|
Final Coupon Observation Date (the Final Autocall Observation Date and the Final Valuation Date)
|
$15 (greater than both the Conversion Price and Coupon Barrier; less than Initial Price)
|
$1,007.5833 (Face Amount plus Contingent Coupon)
|
Total Payment:
|
$1,015.1666 (1.5167% return)
|
Date
|
Closing Price
|
Payment (per $1,000 Face Amount of Securities)
|
First Coupon Observation Date
|
$13 (greater than Coupon Barrier)
|
$7.5833 (Contingent Coupon)
|
Second Coupon Observation Date
|
$11 (greater than Coupon Barrier)
|
$7.5833 (Contingent Coupon)
|
Third Coupon Observation Date (First Autocall Observation Date)
|
$9 (less than Coupon Barrier)
|
$0.00
|
Fourth to Eleventh Coupon Observation Dates (Second and Third Autocall Observation Dates)
|
Various (all less than Coupon Barrier)
|
$0.00
|
Final Coupon Observation Date (the Final Autocall Observation Date and the Final Valuation Date)
|
$11 (less than Conversion Price, but greater than Coupon Barrier)
|
76 shares x $11 = $836.00 (value of shares delivered)
plus 0.9231 shares x $11 = $10.15 (amount of cash paid for fractional shares)
plus $7.5833 (Contingent Coupon)
= $853.7333
|
Total Payment:
|
$868.90 (-13.11% return)
|
Date
|
Closing Price
|
Payment (per $1,000 Face Amount of Securities)
|
First Coupon Observation Date
|
$9 (less than Coupon Barrier)
|
$0.00
|
Second Coupon Observation Date
|
$8 (less than Coupon Barrier)
|
$0.00
|
Third Coupon Observation Date (First Autocall Observation Date)
|
$8 (less than Coupon Barrier)
|
$0.00
|
Fourth to Eleventh Coupon Observation Dates (Second and Third Autocall Observation Dates)
|
Various (all less than Coupon Barrier)
|
$0.00
|
Final Coupon Observation Date (the Final Autocall Observation Date and the Final Valuation Date)
|
$7 (less than both Conversion Price and Coupon Barrier)
|
76 shares x $7 = $532.00 (value of shares delivered)
plus 0.9231 shares x $7 = $6.46 (amount of cash paid for fractional shares)
= $538.46
|
Total Payment:
|
$538.46 (-46.154% return)
|
Information about the Underlying
|
Radian Group Inc.
|
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Quarterly Close
|
10/1/2009
|
12/31/2009
|
$9.20
|
$4.47
|
$7.31
|
1/1/2010
|
3/31/2010
|
$15.64
|
$6.37
|
$15.64
|
4/1/2010
|
6/30/2010
|
$18.33
|
$7.24
|
$7.24
|
7/1/2010
|
9/30/2010
|
$9.38
|
$6.21
|
$7.82
|
10/1/2010
|
12/31/2010
|
$9.95
|
$7.09
|
$8.07
|
1/1/2011
|
3/31/2011
|
$9.64
|
$6.36
|
$6.81
|
4/1/2011
|
6/30/2011
|
$6.90
|
$3.58
|
$4.23
|
7/1/2011
|
9/30/2011
|
$4.81
|
$1.98
|
$2.19
|
10/1/2011
|
12/31/2011
|
$3.40
|
$1.95
|
$2.34
|
1/1/2012
|
3/31/2012
|
$4.61
|
$2.29
|
$4.35
|
4/1/2012
|
6/30/2012
|
$4.35
|
$2.02
|
$3.29
|
7/1/2012
|
9/30/2012
|
$4.84
|
$2.69
|
$4.34
|
10/1/2012
|
12/31/2012
|
$6.11
|
$3.91
|
$6.11
|
1/1/2013
|
3/31/2013
|
$10.71
|
$6.04
|
$10.71
|
4/1/2013
|
6/30/2013
|
$13.99
|
$9.85
|
$11.62
|
7/1/2013
|
9/30/2013
|
$14.59
|
$11.56
|
$13.93
|
10/1/2013
|
12/31/2013
|
$14.96
|
$12.71
|
$14.12
|
1/1/2014
|
3/31/2014
|
$16.07
|
$13.82
|
$15.03
|
4/1/2014
|
6/30/2014
|
$15.45
|
$13.59
|
$14.81
|
7/1/2014
|
9/30/2014
|
$14.89
|
$12.45
|
$14.26
|
10/1/2014
|
10/22/2014*
|
$15.51
|
$14.17
|
$15.29
|
*
|
As of the date of this free writing prospectus, available information for the fourth calendar quarter of 2014 includes data for the period through October 22, 2014. Accordingly, the “Quarterly Closing High,” “Quarterly Closing Low” and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for the fourth calendar quarter of 2014.
|
What Are the Tax Consequences of an Investment in the Securities?
|
Supplemental Plan of Distribution (Conflicts of Interest)
|