Wintershall Dea Finance 2 B.V. Wintershall Dea Gmbh
Prospectus dated 18 January 2021 Wintershall Dea Finance 2 B.V. (The Hague, the Netherlands) €650,000,000 Undated Subordinated Resettable Fixed Rate Notes ISIN XS2286041517, Common Code 228604151, WKN A287SZ Issue Price: 100 per cent. €850,000,000 Undated Subordinated Resettable Fixed Rate Notes ISIN XS2286041947, Common Code 228604194, WKN A287SY Issue Price: 100 per cent. each guaranteed on a subordinated basis by Wintershall Dea GmbH (Celle, Federal Republic of Germany) Wintershall Dea Finance 2 B.V. (the "Issuer") will issue on 20 January 2021 (the "Issue Date") €650,000,000 Undated Subordinated Resettable Fixed Rate Notes (the "NC2026 Notes") and €850,000,000 Undated Subordinated Resettable Fixed Rate Notes (the "NC2029 Notes" and, together with the NC2026 Notes, the "Notes" and each a "Series of Notes") in the denomination of €100,000 each. The NC2026 Notes and the NC2029 Notes are each unconditionally and irrevocably guaranteed by Wintershall Dea GmbH (the "Guarantor" or the "Company" and, together with all its consolidated subsidiaries, "we", "us", "our", "Wintershall Dea" or the "Group") pursuant to subordinated guarantees (the "Subordinated Guarantee for the NC2026 Notes" and the "Subordinated Guarantee for the NC2029 Notes", respectively, and together, the "Subordinated Guarantees"). The Notes and the Subordinated Guarantees will be governed by the laws of the Federal Republic of Germany ("Germany"). The NC2026 Notes will bear interest from and including 20 January 2021 (the "Interest Commencement Date") to but excluding 20 July 2026 (the "NC2026 First Reset Date") at a rate of 2.4985 per cent. per annum. Thereafter, unless previously redeemed, the NC2026 Notes will bear interest from and including the NC2026 First Reset Date to but excluding 20 July 2031 (the "NC2026 Second Reset Date") at a rate per annum equal to the Reference Rate for the relevant Reset Period (each as defined in § 3 of the terms and conditions of the NC2026 Notes (the "NC2026 Terms and Conditions")) plus a margin of 292.4 basis points per annum (not including a step-up).
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