Bond Fresenius Medica 4.5% ( USU31436AH86 ) in USD

Issuer Fresenius Medica
Market price 100 %  ▲ 
Country  United States
ISIN code  USU31436AH86 ( in USD )
Interest rate 4.5% per year ( payment 2 times a year)
Maturity 14/01/2023 - Bond has expired



Prospectus brochure of the bond Fresenius Medical USU31436AH86 in USD 4.5%, expired


Minimal amount 2 000 USD
Total amount 43 115 000 USD
Cusip U31436AH8
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating N/A
Detailed description Fresenius Medical Care is a global leader in dialysis products and services, providing treatment for patients with chronic kidney failure.

Fresenius Medical Care AG & Co. KGaA's US$43,115,000 4.5% bonds (CUSIP: U31436AH8, ISIN: USU31436AH86), issued in the United States, matured on January 14, 2023, at 100% of face value, with a minimum purchase amount of 2,000 USD and a semi-annual coupon payment, and received a BBB rating from Standard & Poor's.







LISTING PROSPECTUS
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
Fresenius US Finance II, Inc.
$300 million 4.50% Senior Notes due 2023
guaranteed on a senior basis by Fresenius SE & Co. KGaA, Fresenius Kabi AG and Fresenius ProServe GmbH
Fresenius US Finance II, Inc. (the "Issuer") will issue on September 25, 2015 (the "Issue Date") up to $300 million aggregate principal amount of its
4.50% fixed rate senior notes due 2023 (the "Notes due 2023" or the "Notes") (the "Offering"). The Issuer will pay interest on the Notes semi-annually on Janu-
ary 15th and July 15th of each year, commencing January 15, 2016. The Notes due 2023 will mature on January 15, 2023.
The Notes will be senior unsecured obligations of the Issuer and will rank equally with all of its existing and future senior unsecured indebtedness. The
Notes will be guaranteed on a senior unsecured basis (the "Guarantees") by Fresenius SE & Co. KGaA (the "Parent Guarantor" or the "Company" and togeth-
er with its subsidiaries, the "Fresenius Group" or the "Group"), as well as Fresenius Kabi AG and Fresenius ProServe GmbH (together the "Subsidiary Guar-
antors" and, together with the Parent Guarantor, the "Guarantors"). Other subsidiaries of the Parent Guarantor will not guarantee the Notes. The Notes and the
Guarantees will be effectively subordinated to all secured indebtedness of the Issuer and the Guarantors to the extent of the value of the collateral securing such
indebtedness and structurally subordinated to all liabilities of the Parent Guarantor's subsidiaries that are not guaranteeing the Notes.
The Notes are subject to the redemption provisions as set out elsewhere in this listing prospectus (the "prospectus").
This prospectus constitutes a prospectus within the meaning of Article 5 para. 3 of the Directive 2003/71/EC of the European Parliament and of the Coun-
cil of November 4, 2003 (as amended, inter alia, by Directive 2010/73/EU of the European Parliament and of the Council of November 24, 2010) (the "Prospectus
Directive") and has been drafted in accordance with the Luxembourg law on prospectuses for securities of July 10, 2005, as amended, (Loi relative aux prospectus
pour valeurs mobilières) (the "Luxembourg Prospectus Law"), which implements the Prospectus Directive into Luxembourg law.
This prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as competent authority under
the Luxembourg Prospectus Law, and will be published in electronic form on the website of the Luxembourg Stock Exchange (http://www.bourse.lu). By approv-
ing this prospectus, the CSSF gives no undertaking as to the economic or financial opportuneness of the transaction or the quality and solvency of the Issuer in line
with the provisions of Article 7 (7) of the Luxembourg law dated 10 July 2005 on prospectuses for securities. Offers for the Notes were made only pursuant to an
exception under Section 3 of the German Securities Prospectus Act (Wertpapierprospektgesetz, "WpPG") or an applicable exception under the national legislation
of the relevant member state of the EEA implementing the Prospectus Directive, as the case may be.
Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and to admit the Notes to trading on the regulated mar-
ket of the Luxembourg Stock Exchange, a market appearing on the list of regulated markets issued by the European Commission pursuant to Directive 2014/65/EU
of May 15, 2014 on markets in financial instruments.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 1.
Notes due 2023 Issue Price: 100% plus accrued interest from the Issue date
Delivery of the Notes in book-entry form will be made through the Depository Trust Company, expected on September 25, 2015.
The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act").
The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified institutional buyers
in reliance on the exemption from registration provided by Rule 144A under the Securities Act ("Rule 144A") and to certain non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities Act ("Regulation S"). You are hereby notified that sellers of the Notes may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See "Notice to Investors" for additional information about eligi-
ble offerees and transfer restrictions.
Global Coordinator, Joint Lead Manager and Bookrunner
Goldman Sachs International
Joint Lead Managers and Bookrunners
Citigroup
HSBC
Mizuho Securities
Co-Lead Managers
Barclays
COMMERZBANK
Scotiabank
SMBC Nikko
The date of this prospectus is September 18, 2015.


You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with any information that
is different or represent anything about us or this offering that is not contained in this prospectus. If given or made, any such other information or repre-
sentation should not be relied upon as having been authorized by us or the Initial Purchasers. We are not, and the Initial Purchasers are not, making an
offer to sell these Notes in any jurisdiction where an offer or sale is not permitted. You should not assume that the information contained in this prospec-
tus is accurate as of any date other than the date hereof. The business, financial condition, results of operations and prospects of the Issuer or the Guar-
antors or any of their subsidiaries may have changed since that date.
TABLE OF CONTENTS
NOTICE TO NEW HAMPSHIRE RESIDENTS ....................................................................................................III
IMPORTANT INFORMATION ABOUT AND DEFINITIONS USED IN THIS PROSPECTUS.......................III
RESPONSIBILITY STATEMENT.........................................................................................................................IV
NOTICE TO INVESTORS....................................................................................................................................... V
SUMMARY........................................................................................................................................................... S-1
GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS
ZUSAMMENFASSUNG ....................................................................................................................... S-23
RISK FACTORS .......................................................................................................................................................1
PRESENTATION OF FINANCIAL INFORMATION ..........................................................................................17
USE OF PROCEEDS ..............................................................................................................................................19
CAPITALIZATION ................................................................................................................................................20
SELECTED CONSOLIDATED FINANCIAL INFORMATION ..........................................................................22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ...................................................................................................................32
BUSINESS...............................................................................................................................................................65
MANAGEMENT...................................................................................................................................................115
PRINCIPAL SHAREHOLDERS ..........................................................................................................................129
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS ....................................................130
GENERAL INFORMATION ON GROUP STRUCTURE, ISSUER AND GUARANTORS.............................133
DESCRIPTION OF OTHER FINANCING ARRANGEMENTS.........................................................................141
DESCRIPTION OF THE NOTES.........................................................................................................................146
BOOK-ENTRY, DELIVERY AND FORM..........................................................................................................171
TAXATION CONSIDERATIONS .......................................................................................................................176
UNDERWRITING, SALE AND OFFER OF THE NOTES.................................................................................184
LISTING AND GENERAL INFORMATION......................................................................................................189
GERMAN APPENDIX - TRANSLATION OF THE DESCRIPTION OF THE NOTES....................................D-1
GLOSSARY ..........................................................................................................................................................G-1
INDEX TO FINANCIAL STATEMENTS ........................................................................................................... F-1
ii


IN CONNECTION WITH THIS OFFERING, GOLDMAN SACHS INTERNATIONAL, (THE "STABILIZING
MANAGER"), AND ANY PERSON ACTING FOR IT MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE MARKET PRICE OF THE APPLICABLE NOTES AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER,
THERE IS NO OBLIGATION ON THE STABILIZING MANAGER OR ANY AGENT FOR IT TO DO THIS. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME, AND MUST BE BROUGHT TO AN
END AFTER A LIMITED PERIOD. SUCH STABILIZATION SHALL BE IN COMPLIANCE WITH ALL APPLICA-
BLE LAWS, REGULATIONS AND RULES.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED,
1955, AS AMENDED ("RSA 421-B"), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURI-
TY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CON-
STITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS
OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARA-
GRAPH.
IMPORTANT INFORMATION ABOUT AND DEFINITIONS USED IN THIS PROSPECTUS
You should not assume that the information contained in this prospectus is accurate as of any date other than the date
hereof. The business, financial condition, results of operations and prospects of the Issuer, the Parent Guarantor or any of its other
subsidiaries, or the Group may have changed since that date.
In this prospectus, unless otherwise indicated or the context so requires:
·
"Fresenius SE & Co. KGaA", the "Parent Guarantor" and the "Company" refer to Fresenius SE & Co. KGaA
(until January 28, 2011, known as Fresenius SE and previously, until July 13, 2007, known as Fresenius AG) only
and not to any of its subsidiaries;
·
"we", "us", "our", the "Fresenius Group", the "Group" and "Fresenius" refer to Fresenius SE & Co. KGaA and
its subsidiaries on a consolidated basis;
·
"2012 FMC Senior Credit Agreement" refers to Fresenius Medical Care's syndicated agreement which it entered
into in order to refinance certain of its existing indebtedness.
·
"2013 Senior Credit Agreement" refers to the syndicated credit agreement of the Guarantors and certain other
Fresenius Group companies entered into in connection with the refinancing of the senior credit agreement made in
2008;
·
"Damp Group" refers collectively to Damp Holding GmbH (formerly Damp Holding AG) and those of its
affiliates that together constitute a group of companies acquired by HELIOS on March 19, 2012;
·
"euro" or "" refers to Euro, the currency of the European Union member states participating in the European
Monetary Union;
·
"Fenwal" refers to Fenwal Holdings, Inc., a U.S.-based company acquired by Fresenius Kabi;
·
"FMCH" refers to Fresenius Medical Care Holdings, Inc., only;
·
"FMC Management AG" refers to Fresenius Medical Care Management AG, only;
·
"Fresenius AG" was the legal name of the Company until July 13, 2007;
·
"Fresenius Biotech" refers to Fresenius Biotech GmbH;
·
"Fresenius Finance B.V." refers to Fresenius Finance B.V., only;
·
"Fresenius Helios" and "HELIOS" refer to HELIOS Kliniken GmbH and Wittgensteiner Kliniken GmbH and
their subsidiaries on a consolidated basis, including hospitals acquired from Rhön-Klinikum AG;
·
"Fresenius Kabi" refers to Fresenius Kabi AG and its subsidiaries on a consolidated basis;
iii


·
"Fresenius Kabi AG" refers to Fresenius Kabi AG and not to any of its subsidiaries;
·
"Fresenius Kabi USA" refers to Fresenius Kabi USA, Inc. (previously known as APP Pharmaceuticals, Inc.) and
its subsidiaries on a consolidated basis;
·
"Fresenius Medical Care" refers to Fresenius Medical Care AG & Co. KGaA and its subsidiaries on a
consolidated basis, as a standalone company and/or as our consolidated subsidiary and business segment, as the
context may require;
·
"FMC AG & Co. KGaA" refers to Fresenius Medical Care AG & Co. KGaA only;
·
"FMC Germany" refers to Fresenius Medical Care Deutschland GmbH;
·
"Fresenius ProServe" refers to Fresenius ProServe GmbH and its subsidiaries on a consolidated basis;
·
"Fresenius ProServe GmbH" refers to Fresenius ProServe GmbH and not to any of its subsidiaries;
·
"Fresenius SE" was the legal name of the Company between July 13, 2007, until January 28, 2011;
·
"Fresenius US Finance I" refers to Fresenius US Finance I, Inc.;
·
"Fresenius US Finance II" refers to Fresenius US Finance II, Inc.;
·
"Fresenius Vamed" and "VAMED" refer to VAMED AG and its subsidiaries on a consolidated basis;
·
"German GAAP" refers to accounting principles generally accepted in Germany pursuant to the German
Commercial Code (Handelsgesetzbuch -- HGB);
·
"Guarantors" refers to the Parent Guarantor and the Subsidiary Guarantors;
·
"IFRS" refers to International Financial Reporting Standards of the International Accounting Standards Board, as
adopted by the European Union;
·
"Initial Purchasers" refers to Goldman Sachs International with address at Peterborough Court, 133 Fleet Street,
London EC4A 2BB, United Kingdom, Citigroup Global Markets Inc. with address at 388 Greenwich Street, 17th
Floor, New York, NY 10013, United States of America, HSBC Securities (USA) Inc. with address at 452 5th
Avenue, New York, NY 10018, United States of America, Mizuho Securities USA Inc., with address at 320 Park
Avenue, 12th Floor, New York, NY 10022, United States of America, Barclays Bank PLC, with address at 5 The
North Colonnade, Canary Wharf, London E14 4BB, United Kingdom, Commerz Markets LLC, with address at
225 Liberty Street, New York, NY 10281, United States of America, Scotia Capital (USA) Inc., with address at
250 Vesey Street, New York, NY 10281, United States of America, and SMBC Nikko Capital Markets Limited
with address at One New Change, London EC4M 9AF, United Kingdom, in their respective capacities as Initial
Purchasers of Notes to be offered pursuant to private placements;
·
"Indenture" refers to the indenture under which the Notes due 2023 will be issued;
·
"Leverage Ratio" refers to the ratio of net debt to EBITDA for the consolidated Fresenius Group;
·
"Notes" or "Notes due 2023" refers to the Issuer's fixed rate senior notes due 2023 that are the subject of this
prospectus;
·
"Outstanding Senior Notes" refers to the various outstanding senior unsecured notes to which the Guarantors are
parties as guarantors thereof;
·
"Principal Paying and Transfer Agent" refers to The Bank of New York Mellon, London Branch, One Canada
Square, London E14 5AL, United Kingdom;
·
"RCG" refers to Renal Care Group, Inc. and its subsidiaries on a consolidated basis;
·
"Rhön-Klinikum" and "Rhön" refer to Rhön-Klinikum AG and its subsidiaries on a consolidated basis;
·
"Subsidiary Guarantors" refers to Fresenius Kabi AG and Fresenius ProServe GmbH;
·
"Trustee" refers to The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL,
United Kingdom;
·
"U.S. dollar" or "US$" refers to the U.S. dollar, the currency of the United States of America; and
·
"U.S. GAAP" refers to accounting principles generally accepted in the United States of America.
Under the caption "Glossary" we have included the definitions of certain technical terms used in this prospectus.
RESPONSIBILITY STATEMENT
Fresenius US Finance II, Inc., 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, United States, along with
Fresenius SE & Co. KGaA, Fresenius Kabi AG and Fresenius ProServe GmbH, all located at Else-Kröner-Strasse 1, 61352 Bad
Homburg vor der Höhe, Germany, assume responsibility for the content of this prospectus and hereby declare that the information
iv


contained in this prospectus is, to the best of their knowledge, in accordance with the facts and that no material circumstances are
omitted, and that they have taken all reasonable care to ensure that the information contained in this prospectus is, to the best of
their knowledge, in accordance with the facts and contains no omission likely to affect its import.
The information contained under the headings "Exchange Rates" and "Business" (which may also appear in a condensed
form under the heading "Summary") includes extracts from information and data publicly released by official and other sources.
Although we accept responsibility for the accurate extraction and summarization of such information and data, we accept no
further responsibility in respect of such information. In addition, the information set out in relation to sections of this prospectus
describing clearing arrangements is subject to any change in or reinterpretation of the rules, regulations and procedures of the
Depositary Trust Company ("DTC"), Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and
Clearstream Banking Société Anonyme ("Clearstream") currently in effect. While we accept responsibility for accurately
summarizing the information concerning the DTC, Euroclear, and Clearstream, we accept no further responsibility in respect of
such information.
Neither the Initial Purchasers nor any other person mentioned in this prospectus or the incorporated documents, except for
the Issuer and the Guarantors, is responsible for the information contained in this prospectus, and accordingly, and to the extent
permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and
completeness of the information contained herein.
NOTICE TO INVESTORS
Neither we nor the Initial Purchasers nor any of our respective affiliates or representatives are making any representation to
you regarding the legality of an investment in the Notes, and you should not construe anything in this prospectus as legal,
business, tax or other advice. You should consult your own advisors as to the legal, tax, business, financial and related aspects of
an investment in the Notes. Laws in certain jurisdictions may restrict the distribution of this prospectus and the offer and/or sale of
the Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or
distribute this prospectus, and you must obtain all applicable consents and approvals; we shall not have any responsibility for any
of the foregoing legal requirements.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the
information contained in this prospectus. Nothing contained in this prospectus is or should be relied upon as a promise or
representation by any Initial Purchaser as to the past or the future. You agree to the foregoing by accepting this prospectus.
Neither the Notes nor the Guarantees have been registered under the Securities Act or the securities laws of any state of the
United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. We have not registered, and do not intend to register, the Notes or the Guarantees
under the Securities Act. Notwithstanding anything in this prospectus to the contrary, you (and each of your employees,
representatives or other agents) may disclose to any and all persons, without limitation of any kind, the U.S. federal tax treatment
and U.S. tax structure of the offering and all materials of any kind (including opinions or other tax analyses) that are provided to
you relating to such U.S. federal tax treatment and U.S. tax structure. However, any such disclosure of the U.S. federal tax
treatment or U.S. tax structure may be subject to restrictions reasonably necessary to comply with any applicable securities laws.
The Notes are being offered and sold outside the United States in reliance on Regulation S and within the United States to
"qualified institutional buyers" in reliance on Rule 144A under the Securities Act. Prospective purchasers are hereby notified that
the sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. For a description of these and certain other restrictions on offers, sales and transfers of the Notes and the distribution
of this prospectus, see "Notice to New Hampshire Residents", "Notice to Investors in the European Economic Area", "Notice to
Investors in the United Kingdom" and "Notice to Investors". By purchasing any Notes, you will be deemed to have represented
and agreed to all of the provisions contained in those sections of this prospectus. You may be required to bear the financial risks of
this investment for an indefinite period of time.
Each person receiving this prospectus acknowledges that (1) we have afforded it an opportunity to request and to review,
and it has received, all additional information considered by it to be necessary to verify the accuracy of or to supplement the
information contained in this prospectus, (2) investing in the Notes involves risks, (3) it has not relied upon any Initial Purchaser
or any person affiliated with any Initial Purchaser in connection with its investigation of the accuracy of such information or its
investment decision, (4) this prospectus relates to offerings exempt from registration under the Securities Act and does not comply
in important respects with Securities and Exchange Commission ("SEC") rules that would apply to an offering document relating
to a public offering of securities and (5) no person has been authorized to give information or to make any representation
v


concerning us, this offering or the Notes, other than as contained in this prospectus and the incorporated documents, in connection
with an investor's examination of us and the terms of this offering.
Neither the U.S. Securities and Exchange Commission, nor any state securities commission, nor any non-U.S.
securities authority has approved or disapproved of these securities or determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
You may not use any information herein for any purpose other than considering an investment in the Notes. We reserve the
right to withdraw this offering of the Notes at any time. We and the Initial Purchasers also reserve the right to reject any offer to
purchase the Notes in whole or in part for any reason or no reason and to allot to any prospective purchaser less than the full
amount of the Notes sought by it.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member
State"), the Initial Purchasers have represented and agreed that with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not
make an offer of the Notes to the public in that Relevant Member State, unless and until a prospectus has been approved by the
competent regulatory authority and, as applicable, published and notified to the relevant competent authority in another Relevant
Member State in accordance with the Prospectus Directive as implemented in such other Relevant Member State, except that it
may make an offer of such Notes in such Relevant Member State:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as
permitted under the Prospectus Directive, subject to obtaining the prior consent of the Initial Purchasers nominated by
the relevant Issuer for any such offer; or
(c)
in any other circumstances falling within Article 3 para. (2) of the Prospectus Directive,
provided that no such offer of Notes shall require the Issuer or the Initial Purchasers to publish a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer to the public" in relation to any of the Notes in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the offering and
the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in
that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.
NOTICE TO INVESTORS IN GERMANY
No public offer may be made in Germany. The Notes will only be available in Germany (i) to, and this prospectus and any
other offering material in relation to the Notes are directed only at, persons who are qualified investors (qualifizierte Anleger)
within the meaning of Section 2 No. 6 of the Securities Prospectus Act (Wertpapierprospektgesetz); or (ii) under any other
circumstances that do not require the publication of a prospectus pursuant to Section 3 para. 2 of the Securities Prospectus Act.
Any resale of the Notes in Germany may only be made in accordance with the Securities Prospectus Act and other applicable
laws.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This prospectus is for distribution only to, and is only directed at, persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended, (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Financial Promotion Order or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "relevant persons"). This prospectus is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document
relates is available only to relevant persons and will be engaged in only with relevant persons. The Notes are being offered solely
to "qualified investors" as defined in the Prospectus Directive and accordingly the offer of Notes is not subject to the obligation to
publish a prospectus within the meaning of the Prospectus Directive.
vi


NOTICE TO INVESTORS IN CANADA
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario),
and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not
subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or
damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the
purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Initial Purchasers are
not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection
with this offering.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. Any statements about our expectations, beliefs, plans, objectives,
assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but
not always, made through the use of words or phrases such as "believes", "anticipates", "estimates", "intends", "expects",
"predicts", "plans", "seeks", "projects", "could" or "will" and similar formulations. These statements involve estimates,
assumptions and uncertainties which could cause actual results, performance or events to differ materially from those expressed in
them. Although we believe that the expectations reflected in such forward-looking statements are reasonable, forward-looking
statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which
might not even be anticipated, and future events and actual results, financial and otherwise, could differ materially from those set
forth in or contemplated by the forward-looking statements contained elsewhere in this prospectus. We have based these forward-
looking statements on current estimates and assumptions made to the best of our knowledge. By their nature, such forward-
looking statements involve risks, uncertainties, assumptions and other factors which could cause actual results, including our
financial condition and profitability, to differ materially and be more negative than the results expressly or implicitly described in
or suggested by these statements. Moreover, forward-looking estimates or predictions derived from third parties' studies or
information may prove to be inaccurate. Consequently, we cannot give any assurance regarding the future accuracy of the
opinions set forth in this prospectus or the actual occurrence of the developments described herein. In addition, even if our future
results meet the expectations expressed here, those results may not be indicative of our performance in future periods. These risks,
uncertainties, assumptions, and other factors that could cause actual results to differ from our projected results include, among
others, the following:
·
changes in general economic conditions, particularly economic conditions in our core markets;
·
changes in the markets in which we operate;
·
changes affecting interest rates;
·
changes affecting currency exchange rates;
·
changes in levels of competition;
·
changes in governmental and commercial insurer reimbursement for our complete products and services portfolio,
including the new Medicare reimbursement system for dialysis services;
·
changes in utilization patterns for pharmaceuticals and in our costs of purchasing pharmaceuticals;
·
the outcome of ongoing government investigations;
·
the influence of private insurers and managed care organizations;
·
the impact of recently enacted and possible future health care reforms;
·
product liability risks;
·
the outcome of ongoing potentially material litigation;
·
risks relating to the integration of acquisitions and our dependence on additional acquisitions;
vii


·
risks relating to compliance with the myriad government regulations applicable to our business including anti-
corruption acts and other comparable regulatory regimes in many of the countries in which we supply services or
products;
·
introduction of generic or new pharmaceuticals that compete with our pharmaceutical products;
·
changes in supply costs; and
·
the financial stability and liquidity of our governmental and commercial payers.
Important factors that could contribute to such differences are noted in this prospectus in the sections entitled "Risk
Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Business" and
"Business -- Legal Proceedings".
Our business is also subject to other risks and uncertainties that we describe from time to time in our public filings.
Developments in any of these areas could cause our results to differ materially from the results that we or others have projected or
may project. Our reported financial condition and results of operations are sensitive to accounting methods, assumptions and
estimates that are the basis of our financial statements. The actual accounting policies, the judgments made in the selection and
application of these policies, and the sensitivities of reported results to changes in accounting policies, assumptions and estimates,
are factors to be considered along with our financial statements and the discussion below under "Results of Operations". For a
discussion of our critical accounting policies, see "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Critical Accounting Policies".
Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this
prospectus. Key factors that have a direct bearing on our results of operations include, but are not limited to, those factors
indicated in this prospectus under the caption "Risk Factors".
Because the risk factors referred to in this prospectus could cause actual results or outcomes to differ materially from those
expressed in any forward-looking statements made in this prospectus by us or on our behalf, you should not place undue reliance
on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we
undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated events. New factors will emerge in the future that could cause our
actual development, results of operations or performance to be materially different from what may be expressly or implicitly
assumed in forward-looking statements. It is not possible for us to predict what these new factors will be.
INDUSTRY INFORMATION
This prospectus contains or refers to numerical data, market data, analyst reports and other publicly available information
about our industry, or our estimates based largely on published market data or on numerical data derived from publicly accessible
sources. We believe that the estimates based on information that is not available from publicly accessible sources are accurate and
impartial, including data collected internally from market and competitor surveys. We have accurately reproduced and indicated
the respective source of the information in this prospectus from publicly accessible sources or otherwise acquired from third
parties. Where information in this prospectus has been specifically identified as having been extracted from third party documents,
each of the Issuer and the Guarantors confirms that this information has been accurately reproduced and that as far as the Issuer
and the Guarantors are aware and are able to ascertain from information published by that third party, no facts have been omitted
which would render the reproduced information inaccurate or misleading. You should bear in mind that we have not verified and
assume no liability for the numerical data, market data and other information from public sources. None of the Issuer, the
Guarantors or the Initial Purchasers makes any representation as to the accuracy of such information. In addition, you should bear
in mind that market studies are based on information and assumptions that may not be accurate or factually correct, and may be
forward-looking or speculative in nature.
viii


SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A --
E (A.1 -- E.7).
This Summary contains all the Elements required to be included in a summary for this type of securities and issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is
possible that no relevant information can be given regarding the Element. In this case a short description of the Element is
included in the summary with the mention of "not applicable".
A -- INTRODUCTION AND WARNINGS
A.1
Introduction and
Warning that:
warnings

this summary should be read as introduction to the prospectus;

any decision to invest in the Notes should be based on consideration of the prospectus
as a whole by the investor;

where a claim relating to the information contained in this prospectus is brought
before a court, the plaintiff investor might, under the national legislation of the
Member States, have to bear the costs of translating the prospectus before the legal
proceedings are initiated; and

civil liability attaches only to those persons who have tabled the summary including
any translation thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the prospectus or it does not
provide, when read together with the other parts of the prospectus, key information in
order to aid investors when considering whether to invest in the Notes.
A.2
Consent of the Issuer
Not applicable. The Notes have already been sold to Goldman Sachs International, Citigroup
to subsequent resale
Global Markets Inc., HSBC Securities (USA) Inc., Mizuho Securities USA Inc., Barclays Bank
or final placement
PLC, Commerz Markets LLC, Scotia Capital (USA) Inc., and SMBC Nikko Capital Markets
Limited (the "Initial Purchasers") and allocated to institutional investors.
B -- ISSUER AND GUARANTORS
B.1
Legal and commer-
The legal and commercial name of the issuer is Fresenius US Finance II, Inc. (the "Issuer").
cial name of the Issu-
er
B.2
Domicile, legal form,
Fresenius US Finance II, Inc. is a United States stock corporation incorporated under and
legislation, country of
governed by the laws of Delaware with its executive offices in Wilmington, Delaware in the
incorporation
United States.
B.4b
Description of any
Not applicable; there are no known trends which affect the Issuer.
known trends affect-
ing the Issuer and the
industries in which it
operates
B.5
Description of the
The Fresenius Group is headed by Fresenius SE & Co. KGaA which acts as holding company
Group and the Issu-
for the Group. Fresenius US Finance II, Inc. is a wholly-owned subsidiary of Fresenius SE &
er's position within
Co. KGaA.
the Group
The following diagram depicts, in abbreviated form, the corporate structure and certain debt
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obligations of Fresenius Group as of June 30, 2015 immediately after giving effect to the
offering of the Notes. The Guarantors and certain of their respective subsidiaries will be
subject to the (restrictive) covenants in the Indenture.
(1)
Our corporate structure as of the date of this prospectus did not materially change compared with our corporate structure as of June 30, 2015. The Else
Kröner-Fresenius-Stiftung as major shareholder informed the Company in December 2014, that it held 144,695,094 ordinary shares of Fresenius SE &
Co. KGaA which represents 26.72% of the subscribed capital on December 31, 2014. On August 19, 2015, the Else Kröner-Fresenius-Stiftung informed
the Company that, as of that date, its interest in the subscribed capital of Fresenius SE & Co. KGaA was 25.1%.
(2)
Each of the Guarantors has given senior guarantees for the Outstanding Senior Notes and the Notes offered hereby. Other than as marked, the Notes will
not be guaranteed by any of the other subsidiaries of the Parent Guarantor.
(3)
As of June 30, 2015, Fresenius SE & Co. KGaA owned 30.98% of the outstanding ordinary voting shares of FMC AG & Co. KGaA. FMC AG & Co.
KGaA is a German partnership limited by shares. Fresenius Medical Care Management AG, the general partner of FMC AG & Co. KGaA, is a wholly-
owned subsidiary of Fresenius SE & Co. KGaA. Because corporate decisions are taken by the general partner for German partnerships limited by shares,
Fresenius SE & Co. KGaA has and, as long as it maintains ownership of more than 25% of the share capital of FMC AG & Co. KGaA, will retain a
factual controlling position (faktische Kontrolle) in FMC AG & Co. KGaA under the articles of association of FMC AG & Co. KGaA. Since this factual
controlling position (faktische Kontrolle) meets the control test for purposes of consolidation, Fresenius SE & Co. KGaA fully consolidates Fresenius
Medical Care in its consolidated financial statements.
Although Fresenius SE & Co. KGaA fully consolidates Fresenius Medical Care in its consolidated financial statements, in line with the Group's structure,
financing for Fresenius Medical Care and for the rest of our Group is conducted separately. There are no external joint financing facilities and no mutual
guarantees. Fresenius Kabi, Fresenius Helios and Fresenius Vamed business segments are financed primarily through Fresenius SE & Co. KGaA and
finance subsidiaries in order to minimize any structural subordination. Fresenius Medical Care is not a guarantor in respect of the 2013 Senior Credit
Agreement or the senior notes issued by Fresenius SE & Co. KGaA's financing subsidiaries, including the Notes offered hereby. As such, Fresenius
Medical Care will not be bound by the terms of the Notes issued hereunder, and neither it nor its subsidiaries will be subject to the covenants of the
Indenture or the terms of the Outstanding Senior Notes.
(4)
Fresenius US Finance II, Inc. issued US$500 million aggregate principal amount of 9.00% senior notes and 275 million aggregate principal amount of
8.75% senior notes, both of which matured on July 15, 2015. These notes have been repaid using available short-term financing sources. The proceeds of
this offering will be used to refinance these short-term financing sources.
B.9
Profit forecast or
Not applicable; no profit forecast or estimate is made.
estimate
B.10
Qualifications in the
Not applicable; KPMG LLP issued an unqualified auditor's report on the unconsolidated
audit report on the
financial statements of the Issuer for the fiscal years ended December 31, 2013 and 2014.
historical financial
S-2