Commentary & Deal Flow

Launched: 26NC6: €600m @ 4.200% - Books > €2.9bn (pre-rec)

IPTs: 26NC6: 4.625/4.750%

• Issuer: Deutsche Börse AG, Frankfurt am Main, Germany (Ticker: DBOERS / Country: GER)
• Issuer Rating: AA- (stable) (S&P)
• Exp. Instrument Rating: A (S&P)
• Exp. Equity Credit: S&P Intermediate Equity Content (50% Equity Credit, until the First Reset Date)
• Status: Direct, unsecured and subordinated obligations. Ranking senior only to Junior Instruments; pari passu among themselves and with Parity Instruments; junior to all present and future other obligations of the Issuer, whether subordinated or unsubordinated, subject to mandatory law and the terms of the relevant instrument.
• Format: Reg S Bearer
• Size: €600m
• Settlement Date: 02-Sep-26 (T+5)
• Tenor: 26NC6
• Maturity Date: 02-Sep-52
• First Optional Redemption Date: 02-Jun-32
• First Reset Date: 02-Sep-32
• Interest: [•]% p.a. fixed rate to the First Reset Date, payable annually in arrear. Thereafter resets every 5 years at the prevailing 5-year Mid Swap Rate + Initial Margin + applicable step-up.
• Interest Payment Dates: 2 September of each year, commencing on 02-Sep-27
• First Step-up Date: 02-Sep-32 (the First Reset Date)
• Step-up: 25bps
• Interest Deferral: Optional at the Issuer’s discretion, in whole or in part (cumulative and non-compounding)
• Settlement of Deferred Interest: Deferred Interest may be paid, in whole or in part, at the Issuer’s discretion at any time; and must be paid in whole but not in part upon: (i) resolution of payment of any dividend, other distribution or other payment on any class of the Issuer’s shares; (ii) payment, redemption or repurchase of Junior Instruments (other than ordinary shares); (iii) payment of current, non-deferred accrued interest on the Notes; (iv) payment of any dividend, other distribution or other payment in respect of any Parity Instruments; (v) redemption or repurchase of Parity Instruments; (vi) winding-up, liquidation or dissolution of the Issuer. All subject to customary carve-outs.
• Issuer Call Option: In whole, but not in part, on any Business Day during the 3-month period from and including the First Optional Redemption Date to and including the First Reset Date, and on each Interest Payment Date thereafter, at par plus accrued interest and any outstanding Deferred Interest.
• Make-Whole Redemption: In whole, but not in part, at any time prior to but excluding the First Optional Redemption Date, at the higher of (i) par or (ii) the present value of the principal and remaining scheduled interest payments to the First Optional Redemption Date, discounted at the Benchmark Yield + [•]%, plus accrued interest and any outstanding Deferred Interest.
• Early Redemption Events: Rating Agency Event / Income Tax Deduction Event: 101% of the Specified Denomination before the First Optional Redemption Date; at par thereafter, plus accrued interest and any outstanding Deferred Interest. Gross-up Event / Minimal Outstanding Aggregate Principal Amount (≤25% outstanding): at par. In each case, plus accrued interest and any outstanding Deferred Interest.
• Change of Control: Issuer call in whole, but not in part, at par plus accrued interest, outstanding Deferred Interest Payments and any Additional Amounts. If not redeemed, step-up of 500bps.
• Replacement Language: Applicable
• Specified Denomination: €100,000 + €100,000
• Governing Law: German
• Listing: Frankfurt Stock Exchange / Luxembourg Stock Exchange (Official List)
• Documentation: Base Prospectus dated 30-Apr-26, as supplemented, and the related Final Terms will be, when published, available on the website of the Luxembourg Stock Exchange (https://www.luxse.com).
• Books Subject: 1220 UKT / 1320 CET
• Business Day: T2
• Day Count Fraction: Actual/Actual (ICMA)
• Sole Structuring Advisor and Global Coordinator: Citi
• Active Joint Lead Managers: Citi (B&D), Goldman Sachs Bank Europe SE, HSBC
• Use of Proceeds: General corporate purposes including the refinancing of existing debt.
• Selling Restrictions: As set out in the Base Prospectus dated 30-Apr-26, as supplemented.
• MiFID II Target Market / PRIIPs: Eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs KID and no UK DISC disclosure document; not available to EEA or UK retail investors.
• ISIN: DE000A5GS5N4
• Legal Entity Identifier (LEI): 529900G3SW56SHYNPR95