Obligation Deutsche Bank AG 3.125% ( US25152R2X04 ) en USD

Deutsche Bank AG

100 % ▼

Allemagne

US25152R2X04 ( en USD )

3.125% par an ( paiement semestriel )

12/01/2021 - Obligation échue

Prospectus brochure de l'obligation Deutsche Bank AG US25152R2X04 en USD 3.125%, échue

1 000 USD

393 916 000 USD

25152R2X0

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Deutsche Bank AG est une banque mondiale allemande offrant une large gamme de services financiers, notamment la banque de financement et d'investissement, la gestion de patrimoine et la banque privée.

L'Obligation émise par Deutsche Bank AG ( Allemagne ) , en USD, avec le code ISIN US25152R2X04, paye un coupon de 3.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/01/2021

L'Obligation émise par Deutsche Bank AG ( Allemagne ) , en USD, avec le code ISIN US25152R2X04, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Deutsche Bank AG ( Allemagne ) , en USD, avec le code ISIN US25152R2X04, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Exhibit 99.1
https://www.sec.gov/Archives/edgar/data/1159508/000119312518175...
EX-99.1 2 d562082dex991.htm EXHIBIT 99.1
Exhibit 99.1
Deutsche Bank Aktiengesellschaft
Letter of Transmittal
With Respect to the Offers to Exchange
$375,000,000 aggregate principal amount of Floating Rate Senior Notes due 2020
$829,211,000 aggregate principal amount of 2.95% Senior Notes due 2020
$928,309,000 aggregate principal amount of 3.125% Senior Notes due 2021
$1,475,000,000 aggregate principal amount of 3.375% Senior Notes due 2021
$181,822,000 aggregate principal amount of 4.25% Senior Notes due 2021
$3,644,873,000 aggregate principal amount of 4.25% Eligible Liability Senior Notes due 2021
$1,549,329,000 aggregate principal amount of 3.70% Senior Notes due 2024
$746,645,000 aggregate principal amount of 4.10% Senior Notes due 2026
Pursuant to the Preliminary Prospectus, dated May 2, 2018 (the "Prospectus")
The Exchange Offers (defined below) will expire at 11:59 p.m., New York City time, on May 30, 2018, unless extended or earlier
terminated by us (such date and time with respect to an Exchange Offer, as the same may be extended or earlier terminated, the
"Expiration Deadline"). Holders of Original Notes (defined below) must validly tender their Original Notes at or prior to 11:59
p.m. New York City time on May 30, 2018, unless extended (such date and time, as the same may be extended, the "Early
Participation Deadline") and not validly withdraw their Original Notes prior to the Expiration Deadline in order to receive the
Early Participation Cash Incentive (defined below). Original Notes validly tendered may be withdrawn at any time at or prior to
11:59 p.m., New York City time, on the Expiration Deadline.
The Exchange Agent for the Exchange Offers is:
Global Bondholder Services Corporation
By Facsimile (Eligible Institutions Only):
By Mail or Hand:
(212) 430-3775
65 Broadway Suite 404
Attention: Corporate Actions
New York, New York 10006
Attention: Corporate Actions
For Information or Confirmation by Telephone:
Banks and Brokers Call Collect: (212) 430-3774 All Others Please Call Toll-Free: (866) 470-4500
Delivery of this Letter of Transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and
together with the Prospectus, the "Offer Documents") to an address other than as set forth above, or transmission of instructions
via facsimile to a number other than as listed above, will not constitute a valid delivery. The method of delivery of this Letter of
Transmittal, any Original Notes and all other required documents to the Exchange Agent, including delivery through The Depository
Trust Company ("DTC") and any acceptance or Agent's Message (defined below) delivered through DTC's Automated Tender Offer
Program ("ATOP"), is at the election and risk of Holders (defined below).
May 29, 2018
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Exhibit 99.1
https://www.sec.gov/Archives/edgar/data/1159508/000119312518175...
Deutsche Bank Aktiengesellschaft (including, as the context may require, acting through one of its branches, the "Issuer") is offering to
exchange, subject to a minimum tender of $100,000 aggregate principal amount of Original Notes of a series:
·
Up to $375,000,000 aggregate principal amount of Floating Rate Senior Notes due August 2020 (CUSIP/ISIN:
25152R2V4/US25152R2V48);
·
Up to $829,211,000 aggregate principal amount of 2.95% Senior Notes due August 2020 (CUSIP/ISIN: 25152R2U6/US25152R2U64);
·
Up to $928,309,000 aggregate principal amount of 3.125% Senior Notes due January 2021 (CUSIP/ISIN: 25152R2X0/US25152R2X04);
·
Up to $1,475,000,000 aggregate principal amount of 3.375% Senior Notes due May 2021 (CUSIP/ISIN: 25152R5F6/US25152R5F60);
·
Up to $181,822,000 aggregate principal amount of 4.25% Senior Notes due October 2021 (CUSIP/ISIN: 251541AN8/US251541AN81);
·
Up to $3,644,873,000 aggregate principal amount of 4.25% Eligible Liabilities Senior Notes due October 2021 (CUSIP/ISIN:
251541AQ1/US251541AQ13);
·
Up to $1,549,329,000 aggregate principal amount of 3.70% Senior Notes due May 2024 (CUSIP/ISIN: 25152RXA6/US25152RXA66);
and
·
Up to $746,645,000 aggregate principal amount of 4.10% Senior Notes due January 2026 (CUSIP/ISIN: 25152R2Y8/US25152R2Y86)
(together, the "Original Notes" and each, a "series"),
in each case, for a like principal amount of a corresponding series of Eligible Liabilities Senior Notes that have been registered under the
Securities Act of 1933, as amended (the "Securities Act") (together, the "Exchange Notes") to be issued by Deutsche Bank AG New York
Branch, plus, in respect of Original Notes validly tendered prior to the Early Participation Deadline and not validly withdrawn prior to the
Expiration Deadline, a cash incentive of $1 for each $1,000 principal amount of Original Notes (the "Early Participation Cash Incentive"),
subject to the terms and conditions set forth in the Offer Documents. We refer to each such offer as an "Exchange Offer" and all of such offers
together as the "Exchange Offers."
The instructions contained herein should be read carefully before this Letter of Transmittal is completed and signed, as the Exchange Offers
are made upon the terms and subject to the conditions set forth in the Offer Documents. By the execution of this Letter of Transmittal, the
undersigned acknowledges receipt of the Offer Documents and the instructions hereto.
Any questions related to the procedure for tendering Original Notes and requests for assistance may be directed either to the Dealer Manager
or the Information Agent as set forth on the back cover of this Letter of Transmittal. Requests for additional copies of the Offer Documents or
any other documents may be directed to the Information Agent as set forth on the back cover of this Letter of Transmittal.
Capitalized terms used herein and not defined herein have the meanings given to them in the Prospectus. To the extent there are any
conflicts between the terms and conditions set forth in this Letter of Transmittal and the terms and conditions of the Prospectus, the terms and
conditions set forth in the Prospectus shall control.
Holders that validly tender their Original Notes at or prior to the applicable Early Participation Deadline and not validly withdraw their Original
Notes prior to the applicable Expiration Deadline will be eligible to receive the applicable Early Participation Consideration, which includes the
Early Participation Cash Incentive. Holders that validly tender their Original Notes after the applicable Early Participation Deadline but prior to
the applicable Expiration Deadline, whose tenders are accepted by us for exchange, will be entitled to receive the applicable Exchange
Consideration, but not the applicable Early Participation Consideration. All references to the valid tender of Original Notes in this Letter of
Transmittal shall mean that such Original Notes have not been validly withdrawn prior to the applicable Expiration Deadline.
No Exchange Offer is conditioned on the tender of any minimum principal amount of Original Notes or the completion of any other offer.
However, each Exchange Offer is subject to the satisfaction or,
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Exhibit 99.1
https://www.sec.gov/Archives/edgar/data/1159508/000119312518175...
where applicable, the waiver of certain conditions as described under "The Exchange Offers--Conditions to the Exchange Offers" in the
Prospectus.
Holders who are tendering Original Notes by book-entry transfer or book-entry deposit to the Exchange Agent's account at DTC may execute
their tender through DTC's ATOP by transmitting their acceptance to DTC in accordance with DTC's ATOP procedures. DTC will then verify
the acceptance of the Exchange Offers, execute a book-entry delivery to the Exchange Agent's account at DTC, and send an Agent's
Message to the Exchange Agent. Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange Offers in lieu of execution
and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. Original Notes may be deposited with the
Exchange Agent pursuant to the procedures for book-entry transfer, and a confirmation of such transfer must be received by the Exchange
Agent, including an Agent's Message. Holders will remain entitled to all interest accrued on the Original Notes during the period such Original
Notes are deposited with the Exchange Agent.
The term "Agent's Message" means a message transmitted by DTC to, and received by, the Exchange Agent and forming a part of the
Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC described in such
Agent's Message, stating (a) the aggregate principal amount of Original Notes that have been tendered by such participant pursuant to an
Exchange Offer, (b) that such participant has received the Offer Documents and agrees to be bound by the terms and conditions of the
Exchange Offers as described in the Offer Documents and (c) that the Issuer may enforce such agreement against such participant.
DELIVERY OF THIS LETTER OF TRANSMITTAL, ANY ORIGINAL NOTES AND OTHER REQUIRED DOCUMENTS TO DTC OR A
DEALER MANAGER DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
For a description of certain procedures to be followed in order to tender the Original Notes (through ATOP or otherwise), see "The Exchange
Offers--Procedures for Tendering" in the Prospectus as well as the instructions to this Letter of Transmittal.
In the event an Exchange Offer is withdrawn or otherwise not completed, the relevant Original Notes will not be exchanged for Exchange
Notes and no Early Participation Cash Incentive will be paid or become payable to Holders who have validly tendered their Original Notes in
that Exchange Offer, and any Original Notes tendered pursuant to that Exchange Offer will be returned to such Holders or the designees they
properly specify in their Letters of Transmittal. Original Notes tendered through DTC will be credited to the Holder through DTC and such
Holder's DTC participant.
To complete this Letter of Transmittal properly, a registered holder (a "Holder") must:
·
complete the box entitled "Description of Original Notes Tendered";
·
sign this Letter of Transmittal by completing the page entitled "Please Complete and Sign Below";
·
if appropriate, check and complete the boxes relating to the "Special Issuance Instructions" and "Special Delivery Instructions"; and
·
complete a Form W-9 if the Holder is a U.S. person or a Form W-8BEN, Form W-8ECI, Form W-8IMY, or Form W-8EXP, as applicable, if
the Holder is not a U.S. person.
The Offer Documents do not constitute an offer or solicitation to exchange Original Notes in any jurisdiction in which, or to or from
any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws. In any
jurisdiction in which the securities, blue sky or other laws require the Exchange Offers to be made by a licensed broker or dealer,
the Exchange Offers will be deemed to be made on behalf of the Issuer by the Dealer Manager, if the Dealer Manager is a licensed
broker or dealer under the laws of such jurisdiction, or by one or more registered brokers or dealers that are licensed under the
laws of such jurisdiction.
You may tender Original Notes of any series only in denominations of $100,000 and integral multiples of $1,000 in excess thereof in
order to participate in any of the Exchange Offers. Original Notes of a series having an aggregate principal amount of less than
$100,000 will not be accepted for exchange in any of the Exchange Offers.
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Exhibit 99.1
https://www.sec.gov/Archives/edgar/data/1159508/000119312518175...
Indicate in the box below the principal amount of Original Notes of each series to be tendered to which this Letter of Transmittal
relates. The aggregate principal amount of the Original Notes tendered by each Holder must be in an Authorized Denomination
(defined below), and Holders who tender less than all their Original Notes must continue to hold Original Notes in an Authorized
Denomination.
If you tender Original Notes after the applicable Early Participation Deadline but prior to the applicable Expiration Deadline, you will
only be eligible to receive the applicable Exchange Consideration and will not be eligible to receive the Early Participation Cash
Incentive.
If the space provided below is inadequate, list the principal amount of Original Notes being tendered on a separately executed
schedule and affix the schedule to this Letter of Transmittal.
DESCRIPTION OF ORIGINAL NOTES TENDERED
Name(s) and Address(es) of
Holder(s) or Name of DTC
Participant and Participant's
Aggregate
DTC Account Number in which
Principal
Principal
Original Notes are Held
Original Notes
CUSIP/
Minimum
Amount
Amount
(Please fill in, if blank)
Description
ISIN
Denominations(1)
Represented*
Tendered
Floating Rate
25152R2V4/
$1,000 and integral
Senior Notes due
US25152R2V48
multiples thereof
August 2020
2.95% Senior Notes due
25152R2U6/
$1,000 and integral
August 2020
US25152R2U64
multiples thereof
3.125% Senior Notes
25152R2X0/
$1,000 and integral
due January 2021
US25152R2X04
multiples thereof
3.375% Senior Notes
25152R5F6/
$1,000 and integral
due May 2021
US25152R5F60
multiples thereof
4.25% Senior Notes due
251541AN8/
$150,000 and integral
2021
US251541AN81
multiples of $1,000 in
excess thereof
4.25% Eligible Liabilities
251541AQ1/
$1,000 and integral
Senior Notes due
US251541AQ13
multiples thereof
October 2021
3.70% Senior Notes due
25152RXA6/
$1,000 and integral
May 2024
US25152RXA66
multiples thereof
4.10% Senior Notes due
25152R2Y8/
$1,000 and integral
January 2026
US25152R2Y86
multiples thereof
(1)
Holders of Original Notes must tender a minimum aggregate principal amount of $100,000 of a series of Original Notes in order to participate in the Exchange Offer for such series.
Original Notes may be tendered and accepted for exchange only in principal amounts equal to the minimum denomination as set forth in the table above and integral multiples of $1,000
in excess thereof (each such principal amount, an "Authorized Denomination"). No alternative, conditional or contingent tenders wil be accepted. Holders who tender less than al of
their Original Notes must continue to hold Original Notes in at least an Authorized Denomination.
*
Unless otherwise indicated in the column labeled "Principal Amount Tendered" and subject to the terms and conditions of the Prospectus, a Holder wil be deemed to have tendered the
entire aggregate principal amount represented by the Original Notes indicated in the column labeled "Aggregate Principal Amount Represented." The aggregate principal amount of the
Original Notes tendered by each Holder must be in an Authorized Denomination. Holders who tender less than all their Original Notes must continue to hold their remaining Original
Notes in an Authorized Denomination.
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Exhibit 99.1
https://www.sec.gov/Archives/edgar/data/1159508/000119312518175...
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is
hereby acknowledged, and in accordance with this Letter of Transmittal, the principal amount of Original Notes indicated in the table above
entitled "Description of Original Notes Tendered" under the column labeled "Principal Amount Tendered" (or, if nothing is indicated therein,
with respect to the entire aggregate principal amount represented by the Original Notes described in such box). The undersigned
acknowledges and agrees that any tender of Original Notes made hereby may not be withdrawn except in accordance with the procedures
set forth in the Prospectus.
Subject to, and effective upon, the acceptance and exchange of the principal amount of any Original Notes tendered with this Letter of
Transmittal in accordance with the terms and subject to the conditions of the Exchange Offers, the undersigned hereby (a) assigns and
transfers to, or upon the order of, to the Issuer all right, title and interest in and to any and all Original Notes tendered hereby, in exchange for
the delivery of Exchange Notes and, if eligible, payment of the Early Participation Cash Incentive, (b) waives any and all other rights with
respect to such Original Notes (including, without limitation, any existing or past defaults and their consequences in respect of such Original
Notes under the applicable indenture or agency agreement, in each case as amended or supplemented from time to time, under which such
Original Notes were issued) and (c) releases and discharges the Issuer and the applicable trustee or Registrar from any and all claims the
undersigned may have now or may have in the future arising out of, or related to, such Original Notes, including, without limitation, any claims
that the undersigned is entitled to receive additional principal or interest payments with respect to such Original Notes or to participate in any
repurchase, redemption or defeasance of the Original Notes. The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the
agent of the Issuer) with respect to such Original Notes, with full powers of substitution and revocation (such power of attorney being deemed
to be an irrevocable power coupled with an interest), to (i) transfer ownership of such Original Notes on the account books maintained by DTC
together with all evidences of transfer and authenticity, to or upon the order of, the Issuer and (ii) receive all benefits or otherwise exercise all
rights of beneficial ownership of such Original Notes, including receipt of the Exchange Notes and, if eligible, payment of the Early
Participation Cash Incentive from the Issuer in exchange for such Original Notes tendered pursuant to the relevant Exchange Offer, and
transfer the Exchange Notes and, if eligible, payment of the Early Participation Cash Incentive to the undersigned, all in accordance with the
terms and conditions of the Exchange Offers as described in the Offer Documents.
The undersigned acknowledges and agrees that an Exchange Offer will expire at the applicable Expiration Deadline, unless extended or
earlier terminated by the Issuer. In addition, the undersigned understands and acknowledges that, in order to receive the Early Participation
Consideration for an Exchange Offer (which includes the Early Participation Cash Incentive) for any Original Notes accepted for exchange by
the Issuer, pursuant to that Exchange Offer, the undersigned must have validly tendered Original Notes of that series at or prior to the
applicable Early Participation Deadline and not properly withdrawn such Original Notes prior to the applicable Expiration Deadline (as either of
such deadlines may be extended by the Issuer).
The undersigned acknowledges and agrees that Original Notes tendered pursuant to an Exchange Offer may be validly withdrawn
at any time at or prior to the applicable Expiration Deadline, but not thereafter (except in certain limited circumstances where
additional withdrawal rights are granted by the Issuer or otherwise required by law), by following the procedures set forth in the
Prospectus.
In the event of a termination of an Exchange Offer without any Original Notes being exchanged in that Exchange Offer, the Original Notes not
exchanged will be returned to the tendering Holders or the designees indicated below in the box entitled "Special Delivery Instructions."
Original Notes tendered through DTC will be credited to the Holder through DTC and such Holder's DTC participant, unless otherwise
indicated below in the box entitled "Special Delivery Instructions." The undersigned recognizes, however, that the Issuer has no obligations
pursuant to the "Special Delivery Instructions" box provisions of this Letter of Transmittal to transfer any Original Note from the name of the
registered Holder(s) thereof if the Issuer does not accept for exchange any of such Original Notes.
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Exhibit 99.1
https://www.sec.gov/Archives/edgar/data/1159508/000119312518175...
The undersigned acknowledges and agrees that a valid tender of Original Notes, pursuant to any of the procedures described in the
Prospectus and in the instructions to this Letter of Transmittal and an acceptance of tendered Original Notes delivered by the
Issuer, will constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of
the Exchange Offers, which agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
The undersigned acknowledges, by tendering Original Notes pursuant to any of the procedures described in the Prospectus and in
the instructions to this Letter of Transmittal, under certain circumstances set forth in the Prospectus, the Issuer is not required to
accept for exchange any of the Original Notes tendered. The undersigned acknowledges that the Issuer is not required to accept for
exchange any Original Notes tendered after the applicable Expiration Deadline and that the applicable Expiration Deadline may be
extended, or the Exchange Offers may be earlier terminated, by the Issuer and as otherwise described in the Prospectus.
The undersigned acknowledges and agrees that with respect to any Exchange Offer, the Issuer will, upon the terms and subject to the
conditions of that Exchange Offer, exchange Original Notes validly tendered and not properly withdrawn pursuant to that Exchange Offer for
Exchange Notes and, if eligible, pay the Early Participation Cash Incentive. In addition, the undersigned acknowledges and agrees that the
acceptance of tendered Original Notes may be rejected. The undersigned further acknowledges and agrees that Holders who tender their
Original Notes after the applicable Early Participation Deadline, and at or prior to the applicable Expiration Deadline, will only be eligible to
receive the applicable Exchange Consideration and will not be eligible to receive the Early Participation Cash Incentive in respect of such
tendered Original Notes.
To the extent that the undersigned is hereby tendering Original Notes pursuant to the Exchange Offers, the undersigned hereby represents
and warrants that (a) the undersigned has received a copy of this document and the Prospectus and agrees to be bound by all the terms and
conditions of the applicable Exchange Offer; (b) the undersigned has full power and authority to tender, assign and transfer any Original
Notes tendered hereby; (c) if and when any such tendered Original Notes are accepted for exchange by the Issuer pursuant to the Exchange
Offers, that the Issuer will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any
adverse claim or right; and (d) it is not an affiliate of the Issuer, or a director or officer of either of the Issuer or its affiliates, and that when such
Original Notes are accepted by the Issuer, the Issuer will acquire good title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim or right.
The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or by the Issuer to be
necessary or desirable to complete the exchange of the Original Notes tendered hereby.
To the extent that the undersigned is hereby tendering Original Notes pursuant to the Exchange Offers, in consideration for the exchange of
Original Notes tendered hereby pursuant to the Exchange Offers, the undersigned hereby waives, releases, forever discharges and agrees
not to sue the Issuer, the applicable trustee or Registrar, its current or future directors, officers, employees, trustees, agents, subsidiaries,
affiliates, stockholders, predecessors, successors, assigns or other representatives as to any and all claims, demands, causes of action and
liabilities of any kind and under any theory whatsoever, whether known or unknown (excluding any liability arising under U.S. federal
securities laws in connection with the Exchange Offers), by reason of any act, omission, transaction or occurrence, that the undersigned ever
had, now has or hereafter may have against the Issuer, the applicable trustee or Registrar, as a result of or in any manner related to the
undersigned's purchase, ownership or disposition of Original Notes pursuant to the Exchange Offers or any decline in the value thereof.
Without limiting the generality or effect of the foregoing, upon the exchange of Original Notes pursuant to the Exchange Offers, the Issuer
shall, in exchange for delivery of the Exchange Notes and, if eligible, payment of the Early Participation Cash Incentive, obtain all rights
relating to the undersigned's ownership of Original Notes (including, without limitation, the right to all distributions payable on the Original
Notes) and any and all claims relating thereto.
The undersigned acknowledges and agrees that an exchange shall be deemed to have been made by the Issuer, upon the transfer by the
Issuer of the Exchange Notes and, if eligible, payment of the Early Participation Cash Incentive to the Exchange Agent or, in accordance with
the Exchange Agent's instructions, to DTC. The undersigned further acknowledges and agrees that under no circumstances will the Issuer be
liable for interest or damages in relation to any delay or failure of payment to be
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Exhibit 99.1
https://www.sec.gov/Archives/edgar/data/1159508/000119312518175...
remitted to any Holder by reason of any delay on the part of the Exchange Agent in exchanging the Original Notes for the Exchange Notes or,
if eligible, paying the Early Participation Cash Incentive. No authority conferred or agreed to be conferred by this Letter of Transmittal shall be
affected by, and all such authority shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder
shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns
of the undersigned.
For purposes of the Exchange Offers, the undersigned understands and agrees that the Issuer will be deemed to have accepted Original
Notes that have been validly tendered and not properly withdrawn for exchange if, as and when the Issuer gives oral (promptly confirmed in
writing) or written notice of acceptance to the Exchange Agent. The undersigned understands that the delivery and surrender of the Original
Notes is not effective, and the risk of loss of the Original Notes does not pass to the Exchange Agent, until receipt by the Exchange Agent of
(1) this Letter of Transmittal (or a manually signed facsimile of this Letter of Transmittal), properly completed and duly executed or a properly
transmitted Agent's Message through ATOP, (2) timely confirmation of a book-entry transfer of such Original Notes into the Exchange Agent's
account at DTC pursuant to the procedures set forth in the Prospectus, and (3) any other documents required by the Letter of Transmittal at
or prior to the Early Participation Deadline or Expiration Deadline, as applicable, together with all accompanying evidences of authority and
any other required documents in form satisfactory to the Issuer. All questions as to the form of documents and validity, eligibility (including
time of receipt), acceptance for exchange and withdrawal of tendered Original Notes will be determined by the Issuer in its sole discretion,
and the Issuer's determination will be final and binding absent a finding to the contrary by a court of competent jurisdiction.
Notwithstanding any other provision of the Offer Documents, the undersigned understands that the Issuer's obligation to accept and
exchange Original Notes validly tendered and not properly withdrawn is subject to, and conditioned upon, the satisfaction of or, where
applicable, the Issuer's waiver of the conditions to each Exchange Offer set forth in the Prospectus.
Unless otherwise indicated herein under "Special Issuance Instructions" or "Special Delivery Instructions," the undersigned hereby requests
that any Original Notes representing aggregate principal amounts not tendered or not accepted for exchange be issued in the name(s) of the
undersigned by credit to the account of DTC and that any Exchange Notes and, if eligible, any checks for payment of the Early Participation
Cash Incentive to be exchanged for the Original Notes tendered hereby be issued to the order of, and delivered to, the undersigned.
In the event that the "Special Issuance Instructions" box below is completed, the undersigned hereby requests that any Original Notes
representing aggregate principal amounts not tendered or not accepted for exchange or that the Exchange Notes and, if eligible, any checks
for payment of the Early Participation Cash Incentive exchanged for the Original Notes tendered hereby be issued in the name(s) of the
person(s) indicated. In the event that the "Special Delivery Instructions" box below is completed, the undersigned hereby requests that the
Exchange Notes and, if eligible, any checks for payment of the Early Participation Cash Incentive exchanged for the Original Notes tendered
hereby be delivered to the person(s) at the address(es) therein indicated. The undersigned recognizes that the Issuer has no obligation
pursuant to the "Special Issuance Instructions" or the "Special Delivery Instructions" box if the Issuer does not accept for exchange any of the
aggregate principal amount of such Original Notes so tendered. The undersigned also recognizes that the Issuer has no obligation pursuant
to the "Special Issuance Instructions" or "Special Delivery Instructions" box unless the Holder produces satisfactory evidence that any
applicable transfer taxes have been paid.
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Exhibit 99.1
https://www.sec.gov/Archives/edgar/data/1159508/000119312518175...
SPECIAL ISSUANCE INSTRUCTIONS
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 5 and 6)
(See Instructions 1, 4, 5 and 6)
To be completed ONLY in relation to tenders of Original Notes
To be completed ONLY in relation to tenders of Original Notes
pursuant to the Exchange Offers if Original Notes in an aggregate
pursuant to the Exchange Offers if Original Notes in an aggregate
principal amount not tendered or not accepted for exchange are to
principal amount not tendered or not accepted for exchange are to
be issued in the name of, or checks constituting payments for the
be delivered in the name of, or checks constituting payments for the
Early Participation Cash Incentive, as applicable, are to be issued
Early Participation Cash Incentive, as applicable, are to be delivered
to the order of, someone other than the person or persons whose
to, someone other than the person or persons whose signature(s)
signature(s) appear(s) within this Letter of Transmittal or issued to
appear(s) within this Letter of Transmittal or issued to an address
an address or are to be returned by credit to an account
different from that shown in the box entitled "Description of Original
maintained at DTC different from that shown in the box entitled
Notes Tendered" within this Letter of Transmittal.
"Description of Original Notes Tendered" within this Letter of
Transmittal.
Issue: (check as applicable)
Deliver: (check as applicable)
Original Notes
Original Notes
Exchange Notes
Exchange Notes
Checks
Checks
Pay to the order of:
Pay to the order of:
Name:
Name:
(Please Print)
(Please Print)
Send Payment to:
Address:
Address:
(Please Print)
(Please Print)
(Zip Code)
(Zip Code)
(Taxpayer Identification or Social Security Number)
(Taxpayer Identification or Social Security Number)
Credit unexchanged Original Notes delivered by book-entry
transfer to the DTC account set forth below.
(DTC Account Number)
(DTC Account Number)
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Exhibit 99.1
https://www.sec.gov/Archives/edgar/data/1159508/000119312518175...
PLEASE COMPLETE AND SIGN BELOW
(This page is to be completed and signed by all tendering
Holders except Holders executing the tender through DTC's ATOP)
By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders the aggregate principal amount of the
Original Notes listed in the box above labeled "Description of Original Notes Tendered" under the column heading "Principal Amount
Tendered" (or, if nothing is indicated therein, with respect to the entire aggregate principal amount represented by the Original Notes
described in such box).
Signature(s)
(Must be signed by the registered Holder exactly as the name or names of the registered Holder(s) appear on such Original Notes, or, if the
Original Notes are tendered by a participant in DTC, exactly as such participant's name appears on a security position listing as the owner of
such Original Notes. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting
in a fiduciary or representative capacity, please set forth the full title and see Instruction 1.)
Dated:
Name(s) (please print):
Capacity:
Address:
(Including Zip Code)
Area Code and Telephone Number:
Tax Identification or Social Security Number:
PLEASE COMPLETE IRS FORM W-9
(OR IRS FORM W-8, AS APPLICABLE)
SIGNATURE GUARANTEE (See Instructions 1 and 6 below)
Certain Signatures Must be Guaranteed by a Medallion Signature Guarantor
(Name of Medallion Signature Guarantor Guaranteeing Signatures)
(Address (including Zip Code) and Telephone Number (including Area Code) of Firm)
(Authorized Signature)
(Print Name and Title)
Date:
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Exhibit 99.1
https://www.sec.gov/Archives/edgar/data/1159508/000119312518175...
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offers
1. Signatures on Letter of Transmittal, Instruments of Transfer and Endorsements. If this Letter of Transmittal is signed by a participant in DTC
whose name is shown on a security position listing as the owner of the Original Notes that are the subject of this Letter of Transmittal, the
signature must correspond with the name shown on the security position listing as the owner of such Original Notes.
If any of the Original Notes that are the subject of this Letter of Transmittal are registered in the name of two or more Holders, all such Holders
must sign this Letter of Transmittal.
If this Letter of Transmittal or any Original Notes or instrument of transfer is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate
when signing, and proper evidence satisfactory to the Issuer of such person's authority to so act must be submitted.
When this Letter of Transmittal is signed by the registered Holders of Original Notes that are the subject of this Letter of Transmittal (or by a
participant in DTC whose name appears on a security position listing as the owner of the Original Notes), no separate instruments of transfer
are required unless the Original Notes not tendered or not accepted for exchange or the Exchange Notes and, if eligible, any checks for
payment of the Early Participation Cash Incentive exchanged for Original Notes are to be issued, to a person other than the registered
Holders, in which case signatures on the instruments of transfer must be guaranteed by a participant in the Securities Transfer Agents
Medallion Program (a "Medallion Signature Guarantor").
Unless this Letter of Transmittal is signed by the registered Holder(s) of the Original Notes that are the subject of this Letter of
Transmittal (or by a participant in DTC whose name appears on a security position listing as the owner of such Original Notes),
Original Notes tendered must be accompanied by appropriate instruments of transfer, and each such instrument of transfer must
be signed exactly as the name or names of the registered Holder(s) appear on such Original Notes (or as the name of such
participant appears on a security position listing as the owner of such Original Notes); signatures on each such instrument of
transfer must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of a firm that is a member of a
registered national Original Notes exchange or Financial Industry Regulatory Authority, Inc. or is a commercial bank or trust
company having an office in the United States (each, an "Eligible Institution").
2. Signature Guarantees. Signatures on this Letter of Transmittal must be guaranteed by a Medallion Signature Guarantor, unless Original
Notes tendered by this Letter of Transmittal are tendered (i) by a registered Holder of Original Notes (or by a participant in DTC whose name
appears on a security position listing as the owner of the Original Notes) who has not completed, in the case of a tender of Original Notes,
any of the boxes entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal, or (ii) for the account of
an Eligible Institution. If the Original Notes are registered in the name of a person other than the signatory on this Letter of Transmittal or, in
connection with a tender of Original Notes, if Original Notes not accepted for exchange or not tendered are to be returned to a person other
than the registered Holder, then the signature on this Letter of Transmittal accompanying the tendered Original Notes must be guaranteed by
a Medallion Signature Guarantor as described above. Beneficial owners whose Original Notes are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact that broker, dealer, commercial bank, trust company or other nominee if they
desire to tender Original Notes. See "The Exchange Offers--Procedures for Tendering--Signature Guarantees" in the Prospectus. See
Instruction 1.
3. Partial Tenders. Holders may tender Original Notes of any series only in denominations of $100,000 and integral multiples of $1,000 in
excess thereof in order to participate in any of the Exchange Offers. Original Notes of a series having an aggregate principal amount of less
than $100,000 will not be accepted for exchange in any of the Exchange Offers. The aggregate principal amount of the Original Notes
tendered by each Holder must be in an Authorized Denomination, and Holders who tender less than all their Original Notes, must continue to
hold Original Notes in an Authorized Denomination. If less than the entire aggregate principal amount of Original Notes held by a Holder is
tendered, the Holder must fill in the aggregate principal amounts of such Original Notes tendered in the sixth column of the box entitled
"Description of Original Notes Tendered." The entire aggregate principal amount represented by the Original Notes delivered to the Exchange
Agent will be deemed to have been
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