Price to Public(1)
|
Underwriting
Discounts and
Commissions
|
Proceeds
to
Finance
|
|
Per 2014 Note
|
%
|
%
|
%
|
Per 2019 Note
|
%
|
%
|
%
|
Total
|
$
|
$
|
$
|
|
|
(1)
Plus accrued interest from June , 2009, if settlement
occurs after that date.
|
Barclays Capital
|
Citi
|
||||
Incorporation of Information We
File with the SEC
|
S-1 | |||
Forward-Looking
Statements
|
S-2 | |||
Risk Factors
|
S-2 | |||
Use of
Proceeds
|
S-2 | |||
Capitalization and
Indebtedness
|
S-2 | |||
Ratios of Earnings to
Fixed Charges
|
S-3 | |||
Description
of the Notes
|
S-4 | |||
Taxation in the
Netherlands
|
S-7 | |||
Underwriting
|
S-9 | |||
Validity of the
Notes
|
S-10 | |||
Experts
|
S-10 | |||
General
Information
|
S-10 |
Prospectus
Summary
|
3
|
Ratios
Of Earnings To Fixed Charges
|
3
|
Risk
Factors
|
4
|
Forward
Looking Statements
|
5
|
Limitations
On Enforcement Of U.S. Laws Against Deutsche Telekom, Finance, Their
Management, And Others
|
5
|
About
This Prospectus
|
5
|
Capitalization
and Indebtedness
|
6
|
Use
Of Proceeds
|
7
|
General
Description Of The Debt Securities And Guarantees We May
Offer
|
7
|
Clearance
And Settlement
|
16
|
Plan
Of Distribution
|
19
|
Expenses
Of The Issue
|
19
|
Taxation
|
20
|
Incorporation
of Certain Information By Reference
|
26
|
Where
You Can Find More Information
|
26
|
Validity
Of Securities
|
26
|
Experts
|
26
|
|
•
|
incorporated
documents are considered part of this prospectus
supplement;
|
|
•
|
we
can disclose important information to you by referring you to those
documents;
|
|
•
|
information
in this prospectus supplement automatically updates and supersedes
information in earlier documents that are incorporated by reference in
this prospectus supplement; and
|
|
•
|
information
that we file with the SEC that we incorporate by reference in this
prospectus supplement will automatically update and supersede the
information in this prospectus
supplement.
|
|
•
|
Deutsche
Telekom’s annual report on Form 20-F for the year ended December 31,
2008, filed on February 27, 2009;
and
|
|
•
|
Deutsche
Telekom’s reports on Form 6-K dated May 7, 2009 and June 15, 2009 that
indicate on their cover pages that they are incorporated by reference into
our existing registration
statements.
|
|
•
|
any
report on Form 6-K filed by us pursuant to the U.S. Securities Exchange
Act of 1934 that indicates on its cover page that it is incorporated by
reference into the registration statement of which this prospectus
supplement and the accompanying prospectus form a part;
and
|
|
•
|
reports
filed under Sections 13(a), 13(c) or 15(d) of the U.S. Securities Exchange
Act of 1934.
|
At March 31, 2009
|
||||||||
Actual
|
As adjusted
|
|||||||
(millions
of euro)
|
||||||||
Cash and cash
equivalents
|
4,113 | |||||||
Current
financial liabilities(1)
|
5,111 | 5,111 | ||||||
Non-current
financial liabilities
|
||||||||
Bonds
|
34,933 | (4) | ||||||
Liabilities to
banks
|
4,413 | 4,413 | ||||||
Lease
liabilities
|
1,859 | 1,859 | ||||||
Promissory
notes
|
1,036 | 1,036 | ||||||
Total
non-current financial liabilities(1)(2)(3)
|
42,241 | |||||||
Shareholders’
equity:
|
||||||||
Issued
capital
|
11,165 | 11,165 | ||||||
Capital
reserves
|
51,526 | 51,525 | ||||||
Other
shareholders equity
|
(17,533 | ) | (17,533 | ) | ||||
Total
shareholders’ equity
|
45,158 | 45,158 | ||||||
Total
capitalization
|
87,399 | |||||||
At
March 31, 2009
|
||||||||
Actual
|
As adjusted
|
|||||||
(millions
of euro)
|
||||||||
Cash
and cash equivalents
|
0 | 0 | ||||||
Current
financial liabilities(1)
|
4,658 | 4,658 | ||||||
Non-current
financial liabilities(1)(2)
|
29,518 | |||||||
Bonds
|
28,311 | (3) | ||||||
Liabilities to
banks
|
448 | 448 | ||||||
Other
|
759 | 759 | ||||||
Shareholders’
equity:
|
405 | 405 | ||||||
Total
capitalization
|
29,923 | |||||||
Three months
ended March 31,
|
Year
ended December 31,
|
|||||||||||||||||
2009
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
2004
|
|||||||||
Ratio
of earnings to fixed charges
|
(1)
|
|
1.9
|
|
1.6
|
|
1.7
|
|
2.7
|
1.8
|
Notes
offered
|
$ %
Notes due , 2014.
$ %
Notes due , 2019.
|
Issuer
|
Deutsche
Telekom International Finance B.V.
|
Guarantee
|
Deutsche
Telekom will unconditionally and irrevocably guarantee to each holder of
the Notes the due and punctual payment of the principal and interest
relating to the Notes including any additional amounts described below.
Each guarantee will be a direct unsubordinated unsecured obligation of
Deutsche Telekom. The guarantee is described in the accompanying
prospectus under “GENERAL DESCRIPTION OF THE DEBT SECURITIES AND
GUARANTEES WE MAY OFFER — Guarantees”.
|
Indenture
|
The
Notes will be issued under an indenture dated as of July 6, 2000 (the
“base indenture”), as amended and supplemented by the First Supplemental
Indenture dated as of November 9, 2007 among Deutsche Telekom, Finance,
Deutsche Bank Trust Company Americas, as successor trustee, and Citibank
N.A. and Citibank N.A., London Branch (together with the base indenture,
the “indenture”). The indenture is more fully described in the
accompanying prospectus.
|
Date
interest starts accruing
|
June ,
2009.
|
Public
offering prices
|
%
of the principal amount of 2014 Notes.
%
of the principal amount of 2019 Notes.
|
Maturity
dates
|
,
2014 for the 2014 Notes.
,
2019 for the 2019 Notes.
|
Interest
rates
|
%
per annum for the 2014 Notes.
%
per annum for the 2019 Notes.
|
Interest payment dates | Every and , beginning on , 2009. If any payment is due on a day that is not a business day, we will make the required payment on the next succeeding business day, and no additional interest will accrue in respect of the payment made on that next succeeding business day |
|
|
Optional
Redemption
|
We
may redeem either series of the Notes at any time. Upon redemption we will
pay a redemption price equal to the greater of (i) 100% of the principal
amount of the relevant series of Notes plus accrued interest to the date
of redemption or (ii) as determined by the quotation agent, the sum of the
present values of the remaining scheduled payments of principal and
interest on the relevant series of Notes (for the purpose of this
calculation not including any portion of such payments of interest accrued
as of the date of redemption), plus, for the avoidance of doubt, accrued
interest to the date of redemption. The present values will be determined
by discounting the remaining principal and interest payments to the
redemption date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months), using the adjusted treasury yield.
We
will give notice to DTC of any redemption we propose to make at least 30
days, but not more than 60 days, before the redemption date. Notice by DTC
to participating institutions and by these participants to street name
holders of indirect interests in the series of debt securities will be
made according to arrangements among them and may be subject to statutory
or regulatory requirements.
|
Payment of additional amounts | The Netherlands or Germany may require us to withhold amounts from payments on the principal or interest on the Notes or any amounts to be paid under the guarantees, as the case may be, for taxes or any other governmental charges. If the relevant jurisdiction requires a withholding of this type, we will, subject to some exceptions, pay additional amounts in respect of those payments of principal and interest so that the amount you receive after such taxes and governmental charges will equal the amount that you would have received if no such taxes and governmental charges had been applicable. See “GENERAL DESCRIPTION OF THE DEBT SECURITIES AND GUARANTEES WE MAY OFFER — Payment of Additional Amounts” in the accompanying prospectus. |
Optional tax
redemption
|
In
the event of various tax law changes after the date of this prospectus
supplement and other limited circumstances that would require us to pay
additional amounts as described in the accompanying prospectus under
“GENERAL DESCRIPTION OF THE DEBT SECURITIES AND GUARANTEES WE MAY OFFER —
Payment of Additional Amounts”, we may call all, but not less than all, of
the Notes for redemption at 100% of their aggregate principal amount plus
accrued interest. This means we may repay them early.
|
You
have no right to require us to call the Notes. We discuss our ability to
redeem the Notes in greater detail in the accompanying prospectus under
“GENERAL DESCRIPTION OF THE DEBT SECURITIES AND GUARANTEES WE MAY OFFER —
Special Situations — Optional Tax Redemption”.
|
|
Adjusted
treasury yield
|
The
adjusted treasury yield, with respect to any redemption date, is the rate
per annum equal to the semi-annual equivalent yield to maturity of the
relevant comparable treasury issue, assuming a price for the relevant
comparable treasury issue (expressed as a percentage of its principal
amount) equal to the relevant comparable treasury price for such
redemption date, plus % per annum for the
2014 Notes and % per annum for the 2019
Notes.
|
Comparable
treasury issue
|
A
comparable treasury issue is the U.S. Treasury security selected by the
quotation agent as having a maturity comparable to the remaining term of
the series of Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes to be redeemed.
|
Comparable
treasury price
|
A
comparable treasury price, with respect to any redemption date, is the
average, determined by the trustee, of the quotations obtained by the
quotation agent, and delivered in writing to the trustee, from at least
three and not more than five primary U.S. government securities dealers in
New York City (which may include the quotation agent) of the average of
the bid and asked prices for the comparable treasury issue (expressed in
each case as a percentage of its principal amount) at 5:00 p.m. on the
third business day prior to the redemption date. If the quotation agent
delivers five quotations, the trustee shall determine the average after
eliminating the highest and lowest
quotations.
|
Quotation
agent
|
The
quotation agent must be a primary U.S. government securities dealer in New
York City. The trustee will appoint the quotation agent after first
consulting with us.
|
||
Calculation of
interest
|
If
interest is required to be calculated for any period less than a year,
other than with respect to regular semi-annual interest payments, it will
be calculated based on a 360-day year consisting of twelve 30-day
months.
|
||
Business
day
|
A
business day is each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in New York City generally are
authorized or obligated by law, regulation or executive order to
close.
|
||
Securities
codes
|
2014
Notes
|
2019
Notes
|
|
CUSIP:
ISIN:
Common
Codes:
|
|||
Denomination
|
Minimum
denominations of $75,000 and integral multiples of $1,000 in excess
thereof.
|
||
Regular
record dates for interest
|
For
each interest payment date, the 15th
day prior to such interest payment date, whether or not such day is a
business day.
|
||
Defeasance
|
The
Notes are subject to the provisions on defeasance that are described in
the accompanying prospectus under “GENERAL DESCRIPTION OF THE DEBT
SECURITIES AND GUARANTEES WE MAY OFFER — Covenants — Defeasance and
Discharge”.
|
||
Ranking
|
The
Notes and guarantees are not secured by any property or assets of Finance
or Deutsche Telekom and will rank equally with all of their respective
other unsecured and unsubordinated
indebtedness.
|
Form of
the Notes
|
We
will issue the Notes as global Notes, registered in the name of DTC or its
nominee. Investors may hold book-entry interests in a global Note through
organizations that participate, directly or indirectly, in DTC. If the
depositary notifies us that it is unwilling, unable or no longer qualified
to continue as depositary and we do not appoint a successor within 120
days or if an event of default has occurred and not been cured, the
relevant global Notes will terminate and interests in them will be
exchanged for physical certificates representing the relevant Notes. See
“GENERAL DESCRIPTION OF THE DEBT SECURITIES AND GUARANTEES WE MAY OFFER —
Global Securities — Special Situation When Global Securities Will Be
Terminated” in the accompanying prospectus. Book-entry interests in the
global Notes and all transfers relating to the global Notes will be
reflected in the book-entry records of DTC or its nominee. See “GENERAL
DESCRIPTION OF THE DEBT SECURITIES AND GUARANTEES WE MAY OFFER — Clearance
and Settlement” in the accompanying prospectus.
|
Clearance and
settlement
|
The
distribution of the Notes will be cleared through DTC. Any secondary
market trading of book-entry interests in the Notes will take place
through DTC participants, including Euroclear and Clearstream. See
“GENERAL DESCRIPTION OF THE DEBT SECURITIES AND GUARANTEES WE MAY OFFER —
Clearance and Settlement” in the accompanying
prospectus.
|
Owners
of book-entry interests in the Notes will receive payments relating to
their Notes in U.S. dollars.
|
|
Governing
law
|
The
Notes and the guarantees will be governed by the laws of the State of New
York.
|
Prescription
|
Under
the laws of New York, claims relating to payment of principal and interest
on the Notes will be prescribed according to the applicable statute of
limitations.
|
Further
issues
|
We
may from time to time without the consent of the holders create and issue
further debt securities having the same terms and conditions as either
series of the Notes (except for the public offering price and issue date)
so that such further issues are consolidated and form a single series with
the corresponding series of Notes.
|
Trustee
|
Deutsche
Bank Trust Company Americas. See “GENERAL DESCRIPTION OF THE DEBT
SECURITIES AND GUARANTEES WE MAY OFFER — Default and Related Matters” in
the accompanying prospectus for a description of the trustee’s procedures
and remedies available in the event of a default.
|
Principal
paying agent
|
Deutsche
Bank Trust Company Americas.
|
Notices
|
So
long as any Notes are represented by a global note and such global note is
held on behalf of a clearing system, notices to the holders of Notes may
be given by delivery of the relevant notice to that clearing system for
communication by it to entitled accountholders (except that (i) if and for
so long as the Notes are listed on the Luxembourg Stock Exchange and the
rules of that exchange so require, notices shall also be published in a
daily newspaper having general circulation in Luxembourg, which is
expected to be the Wort, and (ii) in the
event that the Notes are listed on any other stock exchange, notices shall
also be given in accordance with the rules of that stock exchange) or, if
any such delivery is not practicable, by publication in a leading English
language daily newspaper having general circulation in Europe. Any such
notice will be deemed to have been given on the date of first publication
or, if published more than once or on different dates, on the first date
on which publication is made.
|
Listing
|
We
intend to apply to list the Notes on the regulated market of the
Luxembourg Stock Exchange.
|
|
1.
WITHHOLDING TAX
|
|
2.
TAXES ON INCOME AND CAPITAL
GAINS
|
(a)
|
the
holder is, or is deemed to be, resident in The Netherlands, or, where the
holder is an individual, such holder has elected to be treated as a
resident of The Netherlands; or
|
(b)
|
such
income or gain is attributable to an enterprise or part thereof which is
either effectively managed in The Netherlands or carried on through a
permanent establishment (vaste
inrichting) or a permanent representative (vaste vertegenwoordiger) in The
Netherlands; or
|
(c)
|
the
holder is not an individual and the holder has, directly or indirectly, a
substantial interest (aanmerkelijk
belang) or a deemed substantial interest in the Issuer and such
interest does not form part of the assets of an enterprise;
or
|
(d)
|
the
holder is an individual and the holder or a connected person (verbonden persoon) has, directly or
indirectly, a substantial interest (aanmerkelijk belang) in the Issuer or
such income or gain otherwise qualifies as income from miscellaneous
activities (belastbaar resultaat uit
overige werkzaamheden) in The Netherlands as defined in the Dutch
Income Tax Act 2001 (Wet
inkomstenbelasting 2001).
|
|
3.
GIFT AND INHERITANCE TAXES
|
(i)
|
the
holder of a Note is, or is deemed to be, resident in The Netherlands for
the purpose of the relevant provisions;
or
|
(ii)
|
the
transfer is construed as an inheritance or gift made by, or on behalf of,
a person who, at the time of the gift or death, is or is deemed to be
resident in The Netherlands for the purpose of the relevant provisions;
or
|
(iii)
|
such
Note is attributable to an enterprise or part thereof which is either
effectively managed in The Netherlands or carried on through a permanent
establishment (vaste inrichting)
or permanent representative (vaste
vertegenwoordiger) in The
Netherlands.
|
|
4.
Value Added Tax
|
|
5.
Other Taxes and Duties
|
|
6.
Residence
|
Principal Amount of
2014
Notes
|
Principal Amount of
2019
Notes
|
||||||||
Barclays
Capital Inc.
|
$ | $ | |||||||
Citigroup
Global Markets, Inc.
|
$ | $ | |||||||
Total
|
$ | $ | |||||||
|
•
|
the
end of trading restrictions for the Notes as indicated to Finance and
Deutsche Telekom by the representatives;
and
|
|
•
|
time
of delivery of the Notes,
|
|
•
|
mature
more than one year after the delivery of the Notes;
or
|
|
•
|
are
substantially similar to the Notes and are offered primarily in the same
market as the Notes.
|
Page
|
||||
Prospectus
Summary
|
3 | |||
Ratios
Of Earnings To Fixed Charges
|
3 | |||
Risk
Factors
|
4 | |||
Forward
Looking Statements
|
5 | |||
Limitations
On Enforcement Of U.S. Laws Against Deutsche Telekom, Finance,
Their Management, And Others
|
5 | |||
About
This Prospectus
|
5 | |||
Capitalization
and Indebtedness
|
6 | |||
Use
Of Proceeds
|
7 | |||
General
Description Of The Debt Securities And Guarantees We May
Offer
|
7 | |||
Clearance
And Settlement
|
16 | |||
Plan
Of Distribution
|
19 | |||
Expenses
Of The Issue
|
19 | |||
Taxation
|
20 | |||
Incorporation
of Certain Information By Reference
|
26 | |||
Where
You Can Find More Information
|
26 | |||
Validity
Of Securities
|
26 | |||
Experts
|
26 |
|
•
|
this
prospectus, which explains the general terms of the debt securities we may
offer;
|
|
•
|
the
accompanying prospectus supplement, which (1) explains the specific
terms of the debt securities being offered and (2) updates and
changes information in this
prospectus;
|
|
•
|
the
documents referred to below in “Incorporation of Certain Information by
Reference”; and
|
|
•
|
the
documents referred to below in “Where You Can Find More
Information”.
|
For
the year ended December 31,
|
||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||
Ratio
of earnings to fixed charges
|
1.9
|
1.6
|
1.7
|
2.7
|
1.8
|
·
|
the
method of calculating principal, premium and
interest;
|
·
|
the
complexity and volatility of the index or formula (if any) linked to the
debt securities;
|
·
|
the
time remaining to the maturity;
|
·
|
the
outstanding amount of our debt securities—unless otherwise indicated in a
prospectus supplement, the indentures for our debt securities do not limit
the amount of debt securities we may issue or
guarantee;
|
·
|
redemption
or repayment features; and
|
·
|
the
level, direction and volatility of market interest rates
generally.
|
At
December 31, 2008
|
||||
(millions
of euro)
|
||||
Cash and cash
equivalents
|
3,026 | |||
Current
financial liabilities(1)
|
5,540 | |||
Non-current
financial liabilities
|
||||
Bonds
|
29,210 | |||
Liabilities
to banks
|
3,903 | |||
Lease
liabilities
|
1,880 | |||
Promissory
notes
|
887 | |||
Total
non-current financial liabilities(1)(2)(3)
|
35,880 | |||
Shareholders’
equity:
|
||||
Issued
capital
|
11,165 | |||
Capital
reserves
|
51,526 | |||
Other
shareholders equity
|
(19,579 | ) | ||
Total
shareholders’ equity
|
43,112 | |||
Total
capitalization
|
78,992 | |||
At
December 31, 2008
|
||||
(millions
of euro)
|
||||
Cash and cash
equivalents
|
0 | |||
Current
financial liabilities(1)
|
5,053 | |||
Non-current
financial liabilities (1) (2)
|
28,487 | |||
Bonds |
27,123
|
|||
Liabilities to banks | 526 | |||
Other | 838 | |||
Shareholders’
equity:
|
338 | |||
Total
capitalization
|
28,825 | |||
|
•
|
First,
it can enforce your rights against us if we default. There are some
limitations on the extent to which the trustee acts on your behalf,
described later beginning on page 15 under “Default and Related Matters —
Events of Default — Remedies If an Event of Default Occurs”;
and
|
|
•
|
Second,
the trustee performs administrative duties for us, such as sending you
interest payments, transferring your debt securities to a new buyer if you
sell and sending you notices.
|
|
•
|
the
title of the series of debt
securities;
|
|
•
|
any
limit on the aggregate principal amount of the series of debt
securities;
|
|
•
|
any
stock exchange on which we will list the series of debt
securities;
|
|
•
|
the
manner in which we will pay interest on the series of debt
securities;
|
|
•
|
the
date or dates on which we will pay the principal of the series of debt
securities;
|
|
•
|
the
rate or rates, which may be fixed or variable, per annum at which the
series of debt securities will bear interest, if any, and the date or
dates from which that interest, if any, will
accrue;
|
|
•
|
the
dates on which interest, if any, on the series of debt securities will be
payable and the regular record dates for the interest payment
dates;
|
|
•
|
any
mandatory or optional sinking funds or analogous provisions or provisions
for redemption at the option of the
holder;
|
|
•
|
the
date, if any, after which and the price or prices at which the series of
debt securities may, in accordance with any optional or mandatory
redemption provisions that are not described in this prospectus, be
redeemed and the other detailed terms and provisions of those optional or
mandatory redemption provisions, if
any;
|
|
•
|
the
denominations in which the series of debt securities will be issuable if
other than denominations of $1,000 and any integral multiple of
$1,000;
|
|
•
|
the
currency of payment of principal, premium, if any, and interest on the
series of debt securities if other than the currency of the United States
of America and the manner of determining the equivalent amount in the
currency of the United States of
America;
|
|
•
|
any
index used to determine the amount of payment of principal of, premium, if
any, and interest on the series of debt
securities;
|
|
•
|
if
other than the principal amount, the portion of the principal amount of
the series of debt securities that shall be payable upon acceleration of
maturity following an event of
default;
|
|
•
|
the
applicability of the provisions described later beginning on page 14 under
“Covenants — Defeasance and
Discharge”;
|
|
•
|
if
the series of debt securities will be issuable in whole or part in the
form of a global security as described beginning on page 8 under
“Legal Ownership — Global Securities”, and the depository or its nominee
with respect to the series of debt securities, and any special
circumstances under which the global security may be registered for
transfer or exchange in the name of a person other than the depository or
its nominee;
|
|
•
|
whether
we may from time to time without the consent of the holders create and
issue further debt securities having the same terms and conditions as the
debt securities so that such further issue is consolidated and forms a
single series with the series of outstanding debt
securities;
|
|
•
|
if
the series of debt securities is redeemable at our option, whether the
adjusted treasury yield, which is defined later in this prospectus, is
different from the adjusted treasury yield determined under the
indentures;
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•
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any
addition to or change in the events of default that applies to the series
of debt securities and any change in the rights of the trustee or holders
to declare the principal amount due and payable following an event of
default;
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•
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any
addition to or change in the covenants contained in the indentures;
and
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•
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any
other special features of the series of debt
securities.
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•
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how
it handles debt securities payments and
notices;
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•
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whether
it imposes fees or charges;
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•
|
how
it would handle voting if it were ever
required;
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•
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whether
and how you can instruct it to send you debt securities registered in your
own name so you can be a direct holder as described below;
and
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•
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how
it would pursue rights under the debt securities if there were a default
or other event triggering the need for holders to act to protect their
interests.
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•
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You
cannot get debt securities registered in your own
name.
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•
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You
cannot receive physical certificates for your interest in the debt
securities.
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•
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You
will be a street name holder and must look to your own bank or broker for
payments on the debt securities and protection of your legal rights
relating to the debt securities, as explained earlier under “Street Name
and Other Indirect Holders” on page
8.
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•
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You
may not be able to sell interests in the debt securities to some insurance
companies and other institutions that are required by law to own their
debt securities in the form of physical
certificates.
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•
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The
depositary’s policies will govern payments, transfers, exchange and other
matters relating to your interest in the global security. We and the
trustee have no responsibility for any aspect of the depositary’s actions
or for its records of ownership interests in the global security. We and
the trustee also do not supervise the depositary in any
way.
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•
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The
depositary will require that interests in a global security be purchased
or sold within its system using same-day
funds.
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•
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When
the depositary notifies us that it is unwilling, unable or no longer
qualified to continue as depositary and we do not appoint a successor
within 120 days.
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•
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When
an event of default on the debt securities has occurred and has not been
cured. Defaults are discussed later under “Default and Related Matters —
Events of Default” beginning on page
15.
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•
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Additional
mechanics relevant to the debt securities under normal
circumstances, such as how you transfer ownership and where we make
payments.
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•
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Your
rights under several special
situations , such as if we merge with another company, if we want
to change a term of the debt securities or if Finance or Deutsche Telekom
wants to redeem the debt securities for tax
reasons.
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•
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Your
rights to receive payment of
additional amounts due to changes in the withholding requirements
of various jurisdictions.
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•
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Covenants
contained in the indentures that restrict our ability to incur
liens and require us to perform various acts. A particular series of debt
securities may have additional
covenants.
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•
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Your
rights if we default
or experience other financial
difficulties.
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•
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Our
relationship with the trustee.
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•
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Where
Deutsche Telekom or Finance merges out of existence or sells or leases its
assets substantially as an entirety, the other firm must assume its
obligations on the debt securities or the guarantees. The other firm’s
assumption of these obligations must include the obligation to pay the
additional amounts described later beginning on page 14 under “Payment of
Additional Amounts”. If the other firm is organized under the laws of a
jurisdiction outside the United States, it must indemnify you against any
governmental charge or other cost resulting from the
transaction.
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•
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The
merger, sale or lease of assets or other transaction must not cause a
default on the debt securities, and we must not already be in default. For
purposes of this no-default test, a default would include an event of
default that has occurred and not been cured, as described later on page
15 under “Default and Related Matters — Events of Default — What is An
Event of Default?” A default for this purpose would also include any event
that would be an event of default if the requirements for giving us
default notice or our default having to exist for a specific period of
time were disregarded. (Section
801)
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•
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change
the stated maturity of the principal or interest on a debt
security;
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•
|
reduce
any amounts due on a debt security;
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•
|
change
any obligation of Finance or Deutsche Telekom to pay additional amounts
described later beginning on page 14 under “Payment of Additional
Amounts”;
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•
|
reduce
the amount of principal payable upon acceleration of the maturity of a
debt security following a default;
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•
|
change
the place or currency of payment on a debt
security;
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•
|
impair
any of the conversion rights of your debt
security;
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•
|
impair
your right to sue for payment or
conversion;
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•
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reduce
the percentage of holders of debt securities whose consent is needed to
modify or amend the indentures;
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•
|
reduce
the percentage of holders of debt securities whose consent is needed to
waive compliance with various provisions of the indentures or to waive
various defaults;
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•
|
modify
any other aspect of the provisions dealing with modification and waiver of
the indentures; and
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•
|
change
the obligations of Deutsche Telekom as guarantor with respect to payment
of principal, premium, if any, and interest, sinking fund payments or
conversion rights. (Section
902)
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•
|
For
original issue discount securities, we will use the principal amount that
would be due and payable on the voting date if the maturity of the debt
securities were accelerated to that date because of a
default.
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•
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For
debt securities whose principal amount is not known (for example, because
it is based on an index), we will use a special rule for that security
described in the prospectus
supplement.
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•
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For
debt securities denominated in one or more foreign currencies or currency
units, we will use the U.S. dollar equivalent determined as of the date of
original issuance.
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•
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Debt
securities will not be considered outstanding, and therefore not eligible
to vote, if we have deposited or set aside in trust for you money for
their payment or redemption. Debt securities will also not be eligible to
vote if they have been fully defeased as described later beginning on page
14 under “Covenants — Defeasance and Discharge”. (Section101)
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•
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We
will generally be entitled to set any day as a record date for the purpose
of determining the holders of outstanding debt securities that are
entitled to vote or take other action under the indentures. In limited
circumstances, the trustee will be entitled to set a record date for
action by holders. If we or the trustee set a record date for a vote or
other action to be taken by holders of a particular series, that vote or
action may be taken only by persons who are holders of outstanding debt
securities of that series on the record date and must be taken within 180
days following the record date or another period that we may specify (or
as the trustee may specify if it set the record date). We may shorten or
lengthen (but not beyond 180 days) this period from time to time. (Section
104)
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•
|
“Adjusted
treasury yield” means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the
comparable treasury issue, assuming a price for the comparable treasury
issue (expressed as a percentage of its principal amount) equal to the
comparable treasury price for such redemption date
plus
|
•
|
in
the case of a series of debt securities maturing in less than five years
from its initial issue date, 15 basis points;
or
|
•
|
in
the case of a series of debt securities maturing in five years or greater
from its initial issue date, 20 basis
points.
|
•
|
“Comparable
treasury issue” means the U.S. Treasury security selected by the quotation
agent as having a maturity comparable to the remaining term of the series
of debt securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the
remaining term of the debt
securities.
|
•
|
“Comparable
treasury price” means, with respect to any redemption date, the average of
the quotation agent’s quotations for the redemption
date.
|
•
|
“Quotation
agent” means a reference treasury dealer that is a primary U.S. government
securities dealer in New York City. The trustee will appoint the quotation
agent after first consulting with
us.
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•
|
“Quotation
agent’s quotations” means with respect to any redemption date, the
average, as determined by the trustee, of the bid and asked prices for the
comparable treasury issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the trustee by the quotation agent
at 5:00 p. m. on the third business day before the redemption
date.
|
•
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The
first situation is where, as a result of a change in, execution of or
amendment to any laws or treaties or the official application or
interpretation of any laws or treaties,
either:
|
|
-
|
Deutsche
Telekom or Finance would be required to pay additional amounts as
described later under “Payment of Additional Amounts”;
or
|
|
-
|
Deutsche
Telekom or any of its subsidiaries would have to deduct or withhold tax on
any payment to either of the issuers to enable them to make a payment of
principal or interest on a debt
security.
|
•
|
The
second situation is where a person located outside of Germany or The
Netherlands into which Deutsche Telekom or Finance is merged or to whom it
has conveyed, transferred or leased its property is required to pay an
additional amount. We would have the option to redeem the debt securities
even if we are required to pay additional amounts immediately after the
merger, conveyance, transfer or lease. We are not required to use
reasonable measures to avoid the obligation to pay additional amounts in
this situation.
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•
|
the
existence of any present or former connection between you and Germany or
The Netherlands, as the case may be, other than the mere holding of the
debt security and the receipt of payments
thereon;
|
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•
|
your
status as an individual resident of a member state of the European
Union;
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•
|
a
failure to comply with any reasonable certification, documentation,
information or other reporting requirements concerning your nationality,
residence, identity or connection with Germany or The Netherlands, as the
case may be, if such compliance is required as a precondition to relief or
exemption from such taxes or other governmental charges (including,
without limitation, a certification that you are not resident in Germany
or The Netherlands or are not an individual resident of a member state of
the European Union); or
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•
|
a
change in law that becomes effective more than 30 days after a payment on
the debt security becomes due and payable or on which payment thereof is
duly provided for, whichever occurs
later.
|
|
•
|
We
must deliver to the trustee a legal opinion of our counsel confirming that
there has been a change in U.S. Federal income tax law, and under then
current U.S. law we may make the above deposit without causing you to be
taxed on the debt securities any differently than if we did not make the
deposit and just repaid the debt securities ourselves. We would not have
to deliver this opinion if we received from, or there has been published
by, the U.S. Internal Revenue Service a ruling that states the same
conclusion.
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|
•
|
If
the debt securities are listed on the New York Stock Exchange, we must
deliver to the trustee a legal opinion of our counsel confirming that the
deposit, defeasance and discharge will not cause the debt securities to be
delisted.
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•
|
to
register the transfer and exchange of debt
securities;
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•
|
to
replace mutilated, destroyed, lost or stolen debt
securities;
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•
|
to
maintain paying agencies; and
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•
|
to
hold money for payment in trust.
|
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•
|
We
fail to pay principal or interest on a debt security within 30 days from
the relevant due date. We fail to perform any other obligation under a
debt security or Deutsche Telekom fails to perform any obligation under
its guarantee and such failure continues for more than 60 days after the
trustee has received notice of it from the affected holder of debt
securities. We do not deposit any sinking fund payment on its due date.
Our capital market indebtedness has to be repaid prematurely due to a
default under its terms.
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|
•
|
We
fail to fulfill any payment obligation exceeding EUR 25,000,000 or its
equivalent under any capital market indebtedness or under any guarantee
provided for any capital market indebtedness of others, and this failure
remains uncured for 30 days.
|
|
•
|
Any
security or guarantee relating to capital market indebtedness provided by
us is enforced by the lenders. We are unable to meet our financial
obligations. A court opens insolvency proceedings against us. We go into
liquidation or file for bankruptcy under applicable law. The passage of
any governmental order, decree or enactment in The Netherlands or Germany
due to which Finance or Deutsche Telekom is unable to perform its
obligations under its indenture and this situation remains uncured for 90
days. Deutsche Telekom’s guarantee relating to any debt securities issued
by Finance ceases to be valid or legally binding for any
reason.
|
|
•
|
Any
other event of default described in the prospectus supplement occurs.
(Section
501)
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|
•
|
You
must give the trustee written notice that an event of default has occurred
and remains uncured. The holders of 25% in principal amount of all
outstanding debt securities of the relevant series must make a written
request that the trustee take action because of the default, and must
offer reasonable indemnity to the trustee against the cost and other
liabilities of taking that action.
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|
•
|
The
trustee must have not taken action for 60 days after receipt of the above
notice and offer of indemnity. (Section
507)
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|
•
|
a
limited purpose trust company organized under the laws of the State of New
York;
|
|
•
|
a
“banking organization” within the meaning of the New York Banking
Law;
|
|
•
|
a
member of the Federal Reserve
System;
|
|
•
|
a
“clearing corporation” within the meaning of the Uniform Commercial Code;
and,
|
|
•
|
a
“clearing agency” registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of
1934.
|
|
•
|
DTC
was created to hold securities for its participants and to facilitate the
clearance and settlement of securities transactions between participants
through electronic book-entry changes to accounts of its participants.
This eliminates the need for physical movement of
certificates.
|
|
•
|
Participants
in DTC include securities brokers and dealers, banks, trust companies,
clearing corporations and may include certain other
organizations.
|
|
•
|
DTC
is a wholly-owned subsidiary of The Depositary Trust & Clearing
Corporation (“DTCC”). DTCC is the holding company for DTC,
National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing
agencies. DTCC is owned by the users of its regulated
subsidiaries.
|
|
•
|
Access
to DTC’s book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or
indirectly.
|
|
•
|
The
rules applicable to DTC and DTC participants are on file with the
SEC.
|
• | Clearstream is a duly licensed bank organized as a société anonyme incorporated under the laws of Luxembourg and is subject to regulation by the Luxembourg Commission for the Supervision of Financial Sector (Commission de Surveillance du Secteur Financier). | |
|
•
|
Clearstream
holds securities for its customers and facilitates the clearance and
settlement of securities transactions among them. It does so
through electronic book-entry changes to the accounts of its
customers. This eliminates the need for physical movement of
certificates.
|
|
•
|
Clearstream
provides other services to its participants, including safekeeping,
administration, clearance and settlement of internationally traded
securities and lending and borrowing of securities. It interfaces with the
domestic markets in over 30 countries through established depositary and
custodial relationships.
|
|
•
|
Clearstream’s
customers include worldwide securities brokers and dealers, banks, trust
companies and clearing corporations and may include professional financial
intermediaries. Its U.S. customers are limited to securities brokers and
dealers and banks.
|
|
•
|
Indirect
access to the Clearstream system is also available to others that clear
through Clearstream customers or that have custodial relationships with
its customers, such as banks, brokers, dealers and trust
companies.
|
|
•
|
Euroclear
is incorporated under the laws of Belgium as a bank and is subject to
regulation by the Belgian Banking, Finance and Insurance Commission (Commission Bancaire et
Financiére et des Assurances) and the National Bank of Belgium
(Banque Nationale de
Belgique).
|
|
•
|
Euroclear
holds securities for its customers and facilitates the clearance and
settlement of securities transactions among them. It does so through
simultaneous electronic book-entry delivery against payment, thereby
eliminating the need for physical movement of
certificates.
|
|
•
|
Euroclear
provides other services to its customers, including credit custody,
lending and borrowing of securities and tri-party collateral management.
It interfaces with the domestic markets of several other
countries.
|
|
•
|
Euroclear
customers include banks, including central banks, securities brokers and
dealers, trust companies and clearing corporations and may include certain
other professional financial intermediaries. Indirect access to the
Euroclear system is also available to others that clear through Euroclear
customers or that have relationships with Euroclear
customers.
|
|
•
|
All
securities in Euroclear are held on a fungible basis. This means that
specific certificates are not matched to specific securities clearance
accounts.
|
|
•
|
any
underwriters, dealers or agents; their
compensation;
|
|
•
|
the
net proceeds to us;
|
|
•
|
the
purchase price of the debt
securities;
|
|
•
|
the
initial public offering price of the debt securities;
and
|
|
•
|
any
exchange on which the debt securities will be
listed.
|
Amount to be paid
|
||||
Securities
and Exchange Commission Registration Fee(1)
|
$ | 393,000 | ||
Legal
Fees and Expenses
|
$ | 60,000 | ||
Accounting
Fees and Expenses
|
$ | 10,000 | ||
Total
|
$ | 463,000 |
|
•
|
multiplying the “adjusted issue price” (as defined below)
of the debt security at the beginning of the accrual period by a fraction,
the numerator of which is the annual yield to maturity (defined below) of
the debt security and the denominator of which is the number of accrual
periods in a year;
and
|
·
|
incorporated
documents are considered part of this
prospectus;
|
·
|
we
can disclose important information to you by referring you to those
documents; and
|
·
|
information
in this prospectus automatically updates and supersedes information in
earlier documents that are incorporated by reference in this prospectus,
and information that we file with the SEC after the date of this
prospectus automatically updates and supersedes this
prospectus.
|
·
|
Annual
Reports filed on
Form 20-F; and
|
·
|
any
future reports filed on Form 6-K that indicate that they are
incorporated by reference in this
prospectus.
|
As
to United States and German law
Cleary
Gottlieb Steen & Hamilton LLP
Theodor-Heuss-Ring
9
50668
Cologne
Germany
|
As
to Dutch law
Clifford
Chance LLP
Droogbak
1A
1013
GE Amsterdam
The
Netherlands
|
PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft
Olof
-Palme-Strasse 35
60439
Frankfurt am Main
Germany
|
Ernst
& Young AG
Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft
Mittlerer
Pfad 15
70199
Stuttgart
Germany
|
$
|
%
Notes
due , 2014
|
$
|
%
Notes
due , 2019
|