As filed with the Securities and Exchange Commission on November 17, 2021
Registration No. 333-260756
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO.1
to
REGISTRATION STATEMENT
under
SCHEDULE B
of
THE SECURITIES ACT OF 1933
KfW
(Name of Registrant)
Federal Republic of Germany
(Guarantor and Co-Signatory)
Puglisi & Associates 850 Library Avenue Suite 204 Newark, Delaware 19711 USA (Name and Address of Authorized Agent in the United States) |
Copies to:
KRYSTIAN CZERNIECKI, ESQ. Sullivan & Cromwell LLP Neue Mainzer Strasse 52 60311 Frankfurt am Main, Germany 011-49-69-4272-5200 | | MARK BROD, ESQ. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 1-212-455-2000 |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Unit (2) | Proposed Maximum Aggregate Offering Price (3) | Amount of Registration Fee(4) |
| Debt Securities of KfW | $29,929,029,126 | | $29,929,029,126 | $2,774,421 |
| Guarantee of the Federal Republic of Germany | — | | — | — |
| (1) | Represents a U.S. dollar amount and/or an equivalent amount in other currencies or in composite currencies, and/or amounts determined by reference to an index or, if the debt securities are to be offered at a discount, the approximate proceeds to the issuer. Includes $12,500,000,000 aggregate principal amount of debt securities previously included on this registration statement and an additional $17,429,029,126 aggregate principal amount of debt securities newly included on this registration statement by means of this pre-effective amendment. |
| (2) | The proposed maximum offering price per unit will be determined from time to time by the registrant in connection with, and at the time of, the issuance by the registrant of securities registered hereunder. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. |
| (4) | The registrant’s registration statement no. 333-238461 filed on May 18, 2020 and declared effective as of July 30, 2020 (the “Prior Registration Statement”), as of the date of filing of this pre-effective amendment to registration statement no. 333-260756, includes $12,692,056,856 aggregate principal amount of securities, which remain unissued and of which (i) $6,700,000,000 aggregate principal amount of debt securities were initially registered and a registration fee of $869,660 paid with respect thereto in connection with the filing of the Prior Registration Statement and (ii) $5,992,056,856 aggregate principal amount of debt securities had been carried forward from the registrant’s registration statement no. 333-224298 filed on April 16, 2018, and a registration fee of $746,011 in respect thereto previously paid. In accordance with Rule 457(p) under the Securities Act of 1933, the unissued debt securities under the Prior Registration Statement are hereby deemed deregistered and the previously paid aggregated registration fees of $1,615,671 with respect to these unissued debt securities are being offset against the total registration fee due for the additional $17,429,029,126 aggregate principal amount of debt securities newly included on this registration statement by means of this pre-effective amendment. |
The debt securities covered by this registration statement are to be offered on a delayed or continuous basis pursuant to Releases No. 33-6240 and 33-6424 under the Securities Act of 1933.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The registrant is filing a pre-effective amendment no. 1 to registration statement no. 333-260756 under Schedule B of the Securities Act of 1933 in order to include additional debt securities.
SIGNATURE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant KfW has duly caused this amendment to registration statement no. 333-260756 to be signed on its behalf by the undersigned, thereunto duly authorized, in Frankfurt am Main, Federal Republic of Germany, on November 17, 2021.
| | KfW |
| | |
| | By: | /s/ Tim Armbruster |
| | | Tim Armbruster |
| | | Senior Vice President and Treasurer |
| | | |
| | By: | /s/Jochen Leubner |
| | | Jochen Leubner |
| | | Vice President |
SIGNATURE OF THE FEDERAL REPUBLIC OF GERMANY
Pursuant to the requirements of the Securities Act of 1933, as amended, the Federal Republic of Germany has duly caused this amendment to registration statement no. 333-260756 to be signed on its behalf by the undersigned, thereunto duly authorized, in Berlin, Federal Republic of Germany, on November 17, 2021.
| | The Federal Republic of Germany |
| | |
| | By: | /s/ Dr Markus Hörmann |
| | | Dr. Markus Hörmann |
| | | Regierungsdirektor (Head of Division) |
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, Puglisi & Associates, the duly authorized representative of KfW and of the Federal Republic of Germany in the United States, has duly caused this amendment to registration statement no. 333-260756 to be signed on its behalf by the undersigned, thereunto duly authorized, in Newark, Delaware on November 17, 2021.
| | Puglisi & Associates |
| | |
| | By: | /s/ Donald J. Puglisi |
| | | Donald J. Puglisi |
| | | Managing Director Authorized Representative |
| | Exhibits |
| 1.1 | Form of Subscription Agreement for U.S. Dollar or Canadian Dollar-Denominated Global Notes, including Forms of Global Certificates (incorporated by reference to Exhibit 1.1 of registration statement no. 333-238461 filed on May 18, 2020) |
| 1.2 | Form of Subscription Agreement for Euro-Denominated Global Bonds Represented by One Global Certificate, including Forms of Global Certificates (incorporated by reference to Exhibit 1.2 of registration statement no. 333-238461 filed on May 18, 2020) |
| 1.3 | Form of Subscription Agreement for Global Notes Denominated in Currencies Other than U.S. Dollars, Euros or Canadian Dollars Represented by One Global Certificate, including Forms of Global Certificates (incorporated by reference to Exhibit 1.3 of registration statement no. 333-238461 filed on May 18, 2020) |
| 1.4 | Form of Distribution Agreement for Medium-Term-Notes (incorporated by reference to Exhibit 1.5 of the Registration Statement No. 333-156316 filed on December 19, 2008) |
| 3.1 | Law Concerning KfW (English language translation) (incorporated by reference to Exhibit 3.1 of registration statement no. 333-238461 filed on May 18, 2020) |
| 3.2 | By-laws of KfW (English language translation) (incorporated by reference to Exhibit (i) to KfW’s Annual Report on Form 18-K for the fiscal year ended December 31, 2019, as subsequently amended by Amendment No. 4 on Form 18-K/A filed on December 21, 2020) |
| 4.1 | Amended and Restated Agency Agreement for Global Notes, dated December 22, 2010, among KfW, Deutsche Bank Aktiengesellschaft and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit (h) to KfW’s Annual Report on Form 18-K for the fiscal year ended December 31, 2009, as subsequently amended by Amendment No. 3 on Form 18-K/A filed on December 30, 2010) |
| 4.2 | Amended and Restated Agency Agreement for Global Notes, dated December 15, 2006, among KfW, Deutsche Bank Aktiengesellschaft and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the Registration Statement No. 333-139448 filed on December 18, 2006) |
| 4.3 | Agency Agreement for Global Notes, dated May 16, 2011, among KfW, The Bank of New York Mellon and The Bank of New York Mellon (Luxembourg) S.A. for U.S. Dollar-Denominated Global Notes, Canadian Dollar-Denominated Global Notes, Euro-Denominated Global Bonds and Global Notes Denominated in Currencies other than U.S. Dollars, Euros or Canadian Dollars Represented by Two Global Certificates (incorporated by reference to Exhibit 4.3 of the Registration Statement No. 333-174268 filed on May 17, 2011) |
| 4.4 | Agency Agreement for Global Notes, dated August 26, 2020, among KfW, Citibank N.A., London Branch and Citibank Europe Plc, Frankfurt Branch for U.S. Dollar-Denominated Global Notes, Canadian Dollar-Denominated Global Notes, Euro-Denominated Global Bonds and Global Notes Denominated in Currencies other than U.S. Dollars, Euros or Canadian Dollars (incorporated by reference to Exhibit (h) to KfW’s Annual Report on Form 18-K for the fiscal year ended December 31, 2019, as subsequently amended by Amendment No. 3 on Form 18-K/A filed on November 6, 2020) |
| 4.5 | Agency Rules Relating to Global Bonds Denominated in Euro, Global Notes Denominated in U.S. Dollars, Canadian Dollars and in Other Currencies, dated May 14, 2012 (incorporated by reference to Exhibit 4.4 of the Registration Statement No. 333-181385 filed on May 14, 2012) |
| 4.6 | Form of Fiscal Agency Agreement for Medium-Term Notes, including the Form of Global Certificates for Fixed Rate Medium-Term Notes and the Form of Global Certificate for Floating Rate Medium-Term Notes (incorporated by reference to Exhibit 4.3 of the Registration Statement No. 333-156316 filed on December 19, 2008) |
| 4.7 | Forms of Global Certificates for U.S. Dollar-Denominated Global Notes (included in Exhibit 1.1) |
| 4.8 | Forms of Global Certificates for Canadian Dollar-Denominated Global Notes (included in Exhibit 1.1) |
| 4.9 | Forms of Global Certificates for Euro-Denominated Global Bonds Represented by One Global Certificate (included in Exhibit 1.2) |
| 4.10 | Forms of Global Certificates for Global Notes Denominated in Currencies Other than U.S. Dollars, Euros or Canadian Dollars Represented by One Global Certificate (included in Exhibit 1.3) |
| 5.1 | Opinion (including consent) of Dr. Karsten Hardraht, Esq., General Counsel and Senior Vice President of KfW, in respect of the legality of the Global Notes* |
| 5.2 | Opinion (including consent) of Dr. Karsten Hardraht, Esq., General Counsel and Senior Vice President of KfW, in respect of the legality of the Medium-Term Notes* |
| 5.3 | Opinion (including consent) of Dr. Karsten Hardraht, Esq., General Counsel and Senior Vice President of KfW, in respect of the Guarantee of the Federal Republic* |
| 8.1 | Opinion (including consent) of Sullivan & Cromwell LLP, U.S. Counsel to KfW, in respect of specified United States federal income tax matters* |
| 23.1 | Consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft* |
| 23.2 | Consent of Dr. Markus Hörmann, Regierungsdirektor (Head of Division)* |
* Previously filed with the registration statement no. 333-260756 filed on November 4, 2021.
