Obligation Hapag-Lloyd AG 2.5% ( XS2326548562 ) en EUR

Hapag-Lloyd AG

93.77 % ▼

Allemagne

XS2326548562 ( en EUR )

2.5% par an ( paiement semestriel )

14/04/2028

Prospectus brochure de l'obligation Hapag-Lloyd AG XS2326548562 en EUR 2.5%, échéance 14/04/2028

100 000 EUR

300 000 000 EUR

15/10/2024 ( Dans 151 jours )

L'Obligation émise par Hapag-Lloyd AG ( Allemagne ) , en EUR, avec le code ISIN XS2326548562, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2028

Offering Memorandum
Hapag-Lloyd Aktiengesellschaft
300,000,000 2.50% Sustainability-Linked Senior Notes due 2028
Hapag-Lloyd Aktiengesellschaft, incorporated as a public stock corporation (Aktiengesellschaft) under the
laws of the Federal Republic of Germany ("Hapag-Lloyd AG," the "Company" or the "Issuer"), is offering (the
"Offering") 300,000,000 aggregate principal amount of its 2.50% Sustainability-Linked Senior Notes due 2028
(the "Notes"). The Issuer will pay interest on the Notes semi-annually on each April 15 and October 15,
commencing October 15, 2021. The Notes will initially bear interests at a rate of 2.50% per annum. From and
including October 15, 2025, the interest rate shall be increased by 0.25% to 2.75% (the "Target Step-Up"), unless
the Issuer has notified the Trustee (as defined herein) in writing no later than July 31, 2025, that it has determined
that the Issuer has attained the Sustainability Performance Target (as defined herein) and received an Assurance
Letter (as defined herein). Prior to April 15, 2024, the Issuer will be entitled, at its option, to redeem all or a
portion of the Notes by paying the relevant applicable premium. Some or all of the Notes may also be redeemed at
any time on or after April 15, 2024 at the redemption prices set forth in this offering memorandum (the "Offering
Memorandum"). In addition, prior to April 15, 2024, the Issuer may redeem at its option up to 40% of the Notes
with the net proceeds from certain equity offerings. If the Issuer undergoes a change of control or sells certain of
its assets, the Issuer may be required to make an offer to purchase the Notes. In the event of certain developments
affecting taxation, the Issuer may redeem all, but not less than all, of the Notes.
The Notes will be senior debt of the Issuer and will rank pari passu in right of payment to all of the Issuer's
existing and future senior indebtedness and will be effectively subordinated to the Issuer's existing and future
secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes will effectively
be subordinated to all existing and future obligations of subsidiaries of the Issuer. This Offering Memorandum
includes information on the terms of the Notes, including redemption and repurchase prices, covenants and transfer
restrictions.
This Offering Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on
prospectus securities dated July 16, 2019 and includes information on the terms of the Notes, including redemption
and repurchase prices, covenants and transfer restrictions. Application has been made to the Luxembourg Stock
Exchange (the "LxSE") in its capacity as market operator of the Euro MTF market (the "Euro MTF") under the
Luxembourg Act relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) to list
the Notes on the Euro MTF. The Euro MTF is a multilateral trading facility for the purposes of Directive
2014/65/EU of May 15, 2014 on markets in financial instruments, as amended ("MiFID II").
Investing in Notes involves a high degree of risk. See "Risk Factors" beginning on page 22
Price for the Notes 100.00% plus accrued interest, if any, from the issue date.
We expect that the Notes will be delivered in book-entry form through Euroclear Bank SA/NV ("Euroclear")
and Clearstream Banking S.A. ("Clearstream") on or about April 6, 2021 (the "Issue Date").
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"), or the laws of any other jurisdiction. 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" (as defined in Rule 144A under the U.S. Securities Act) in reliance on the exemption from
registration provided by Rule 144A under the U.S. Securities Act ("Rule 144A") and to certain persons in
offshore transactions in reliance on Regulation S under the U.S. 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 U.S. Securities Act provided by Rule 144A. See "Notice to Investors" and "Plan of Distribution" for
additional information about eligible offerees and restrictions on transfers of the Notes.
Joint Global Coordinators, Joint Bookrunners and Sustainability-Linked Bond Structuring Advisors
Berenberg
Deutsche Bank
Goldman Sachs Bank
Europe SE
Joint Bookrunners and Sustainability-Linked Bond Structuring Advisors
Crédit Agricole CIB
DZ BANK AG
Société Générale
The date of this Offering Memorandum is April 6, 2021.

NOTICE TO INVESTORS
You should rely only on the information contained in this Offering Memorandum. Neither the
Issuer nor the Initial Purchasers listed on the cover page (and defined below) has authorized anyone to
provide you with any information or represent anything about the Issuer, its financial results or this
Offering that is not contained in this Offering Memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by the Issuer or the
Initial Purchasers. Neither the Issuer nor the Initial Purchasers is offering the Notes in any jurisdiction
where this Offering is not permitted. You should not assume that the information contained in this
Offering Memorandum is accurate as of any date other than the date on the cover page of this Offering
Memorandum.
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S.
PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT, OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE.
SEE "PLAN OF DISTRIBUTION" AND "TRANSFER RESTRICTIONS." INVESTORS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE PURCHASERS ARE
HEREBY NOTIFIED THAT THE SELLER OF ANY SECURITY MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE U.S. SECURITIES ACT
PROVIDED BY RULE 144A UNDER THE U.S. SECURITIES ACT.
No dealer, salesperson or other person has been authorized to give any information or to make any
representation not contained in this Offering Memorandum, and, if given or made, any such
information or representation must not be relied upon as having been authorized by the Issuer, any of
its affiliates or Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, Joh. Berenberg,
Gossler & Co. KG, Crédit Agricole Corporate Investment Bank, DZ BANK AG Deutsche Zentral-
Genossenschaftsbank, Frankfurt am Main or Société Générale (together, the "Initial Purchasers").
This Offering Memorandum does not constitute an offer of any securities other than those to which it
relates or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where
such an offer or solicitation would be unlawful. Neither the delivery of this Offering Memorandum nor
any sale made under it shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer since the date of this Offering Memorandum or that the information
contained in this Offering Memorandum is correct as of any time subsequent to that date.
By receiving this Offering Memorandum, investors acknowledge that they have had an opportunity
to request for review, and have received, all additional information they deem necessary to verify the
accuracy and completeness of the information contained in this Offering Memorandum. Investors also
acknowledge that they have not relied on the Initial Purchasers in connection with their investigation
of the accuracy of this information or their decision whether to invest in the Notes. The contents of this
Offering Memorandum are not to be considered legal, business, financial, investment, tax or other
advice. Prospective investors should consult their own counsel, accountants and other advisors as to
legal, business, financial, investment, tax and other aspects of a purchase of the Notes. In making an
investment decision, investors must rely on their own examination of the Issuer and its affiliates, the
terms of the Notes and the merits and risks involved.
This Offering is being made in reliance upon exemptions from registration under the U.S.
Securities Act for an offer and sale of securities that does not involve a public offering. The Notes
have not been registered with, recommended by or approved by the U.S. Securities and Exchange
Commission (the "SEC") or any other U.S. federal, state or foreign securities commission or
regulatory authority, nor has any such commission or regulatory authority reviewed or passed upon the
accuracy or adequacy of this Offering Memorandum. Any representation to the contrary is a criminal
offense.
This Offering Memorandum is being provided for informational use solely in connection with the
consideration of the purchase of the Notes (1) to QIBs as defined in Rule 144A under the U.S.
Securities Act, and (2) to non-U.S. persons in offshore transactions in reliance on Regulation S under
the U.S. Securities Act.
The Initial Purchasers reserve the right to withdraw this Offering at any time and to reject any
commitment to subscribe for the Notes, in whole or in part. The Initial Purchasers also reserve the right
i

to allot less than the full amount of Notes subscribed by investors. The Initial Purchasers and certain
related entities may acquire a portion of the Notes for their own account.
The laws of certain jurisdictions may restrict the distribution of this Offering Memorandum.
Furthermore, the Notes are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under the U.S. Securities Act and any other applicable
federal, state or foreign securities laws pursuant to registration or exemption therefrom. Persons into
whose possession this Offering Memorandum or any of the Notes come must inform themselves about
and observe any such restrictions. None of the Issuer, the Initial Purchasers or their respective
representatives is making any representation to any offeree or any purchaser of the Notes regarding the
legality of any investment in the Notes by such offeree or purchaser under applicable investment or
similar laws or regulations. For a description of certain restrictions on the offering and sale of the
Notes and the distribution of this Offering Memorandum, see "--Notice to Certain European
Investors," "--Notice to Certain Other Investors" and "Transfer Restrictions."
To purchase the Notes, investors must comply with all applicable laws and regulations in force in
any jurisdiction in which investors purchase, offer or sell the Notes or possess or distribute this
Offering Memorandum. Investors must also obtain any consent, approval or permission required by
such jurisdiction for investors to purchase, offer or sell any of the Notes under the laws and regulations
in force in any jurisdiction to which investors are subject. None of the Issuer, its affiliates or the Initial
Purchasers will have any responsibility therefore.
No action has been taken by the Initial Purchasers, the Issuer or any other person that would
permit an offering of the Notes or the circulation or distribution of this Offering Memorandum or any
offering material in relation to the Issuer or its affiliates or the Notes in any country or jurisdiction
where action for that purpose is required.
The Issuer accepts responsibility for the information contained in this Offering Memorandum. To
the best of the knowledge and belief of the Issuer (having taken reasonable care to ensure that such is
the case), the information contained in this Offering Memorandum is in accordance with the facts in all
material respects and does not omit anything likely to affect the import of such information in any
material respect. The Issuer accepts responsibility accordingly.
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AKTIENGESELLSCHAFT
(THE "STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT
ANY TIME, BUT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER
THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES.
NOTICE TO PROSPECTIVE U.S. INVESTORS
None of the U.S. Securities and Exchange Commission, any state securities commission or any
other regulatory authority has approved or disapproved of the Notes, and none of the foregoing
authorities have passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this
Offering Memorandum. Any representation to the contrary could be a criminal offense in certain
jurisdictions.
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under "Notice to Investors" and
"Transfer Restrictions." The Notes have not been and will not be registered under the U.S. Securities
Act or the securities laws of any state of the United States and are subject to certain restrictions on
transfer. Prospective purchasers are hereby notified that the seller of any note may be relying on the
exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a
description of certain further restrictions on resale or transfer of the Notes, see "Notice to Investors"
and "Transfer Restrictions."
ii

NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member
State of the European Economic Area (the "EEA," and each, a "Relevant State") will be made
pursuant to an exemption under the Prospectus Regulation from the requirement to publish a
prospectus for offers of the Notes. This Offering Memorandum is not a prospectus for the purposes of
the Prospectus Regulation.
Accordingly any person making or intending to make an offer of Notes in a Relevant State which
are the subject of the offering contemplated in this Offering Memorandum may only do so in
circumstances in which no obligation arises for the Issuer or any of the Initial Purchasers to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer. Neither the
Issuer nor the Initial Purchasers have authorized, nor do they authorize, the making of any offer of
Notes in circumstances in which an obligation arises for the Issuer or the Initial Purchasers to publish a
prospectus for such offer. The expression "Prospectus Regulation" means Regulation (EU)
2017/1129, as amended.
Prohibition of Sales
The Notes are not intended to be offered, distributed, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the EEA. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended or superseded, the "Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Regulation. No key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared. Selling the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
MiFID II Product Governance / Target Market
Solely for the purposes of the product approval process of the manufacturer, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is
eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"), and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the
Notes (each, a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels. For the avoidance of doubt, the
Issuer is not a MiFID II regulated entity and does not qualify as a distributor or a manufacturer under
the MiFID II product governance rules.
Switzerland
The Notes may not be publicly offered or sold, directly or indirectly, in or from Switzerland.
Neither this Offering Memorandum nor any other offering or marketing material relating to the Notes
constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss
Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss
Exchange or any other regulated trading facility in Switzerland, and neither this Offering Memorandum
nor any other offering or marketing material relating to the Notes may be publicly distributed or
otherwise made publicly available in Switzerland.
Neither this Offering Memorandum nor any other offering or marketing material relating to the
offering nor the Issuer nor the Notes has been or will be filed with or approved by any Swiss regulatory
authority. The Notes are not subject to the supervision by any Swiss regulatory authority, e.g., the
Swiss Financial Market Supervisory Authority FINMA, and investors in the Notes will not benefit
from protection or supervision by such authority.
iii

NOTICE TO CERTAIN OTHER INVESTORS
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia
("Australian Corporations Act")) in relation to the Notes has been or will be lodged with the
Australian Securities and Investments Commission ("ASIC"). Each Initial Purchaser has represented
and agreed, and each further Initial Purchaser will be required to represent and agree, that it:
(a) has not offered or invited applications, and will not offer or invite applications, for the issue
sale or purchase of the Notes in Australia (including an offer or invitation which is received
by a person in Australia); and
(b) has not distributed or published, and will not distribute or publish, any draft, preliminary or
definitive prospectus, offering memorandum, disclosure document, advertisement or other
offering material relating to the Notes in Australia, unless
(i) the aggregate consideration payable by each offeree or invitee is at least A$500,000 (or
its equivalent in other currencies, but disregarding moneys lent by the offeror or its
associates) or the offer or invitation otherwise does not require disclosure to investors in
accordance with Parts 6D.2 or 7.9 of the Australian Corporations Act;
(ii) the offer or invitation is not made to a person who is a "retail client" within the meaning
of section 761G of the Australian Corporations Act;
(iii) such action complies with all applicable laws, regulations and directives in Australia; and
(iv) such action does not require any document to be lodged with ASIC.
United Arab Emirates (excluding the Dubai International Financial Centre)
Each Initial Purchaser has represented and agreed, and each further Initial Purchaser appointed
will be required to represent and agree, that the Notes to be issued have not been and will not be
offered, sold or publicly promoted or advertised by it in the U.A.E. other than in compliance with any
laws applicable in the U.A.E. governing the issue, offering and sale of securities.
Dubai International Financial Centre
Each Initial Purchaser has represented and agreed, and each further Initial Purchaser appointed
will be required to represent and agree, that it has not offered and will not offer the Notes to be issued
to any person in the Dubai International Financial Centre unless such offer is:
(a) an "Exempt Offer" in accordance with the Markets Rules 2012 of the Dubai Financial
Services Authority (the "DFSA"); and
(b) made only to persons who meet the Professional Client criteria set out in Rule 2.3.2 of the
DFSA Conduct of Business Module.
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 Offering Memorandum (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.
iv

Hong Kong
Each Initial Purchaser has represented and agreed that:
(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document,
any Securities (except for Securities which are a "structured product" as defined in the
Securities and Futures Ordinance (Cap. 571) of Hong Kong) (the "SFO") other than (a) to
"professional investors" as defined in the SFO and any rules made under the SFO; or (b) in
other circumstances which do not result in the document being a "prospectus" as defined in
the Companies (Winding Up and Miscellaneous Provisions Ordinance (Cap. 32) of Hong
Kong (the "C(WUMP)O") or which do not constitute an offer to the public within the
meaning of the C(WUMP)O; and
(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have
in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the Notes, which is directed at, or the
contents of which are likely to be accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other than with respect to Notes
which are or are intended to be disposed of only to persons outside Hong Kong or only to
"professional investors" as defined in the SFO and any rules made under the SFO.
United Kingdom
Prohibition of Sales to UK Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined
in point (11) of Article 4(1) of Directive 2014/65/EU as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the EUWA. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MIFIR Product Governance
Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is
only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturers' target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
Other Regulatory Restrictions
This Offering Memorandum has not been approved by an authorized person in the United
Kingdom. This Offering Memorandum is for distribution only to 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; (iii) are outside the United Kingdom, or (iv) are
v

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
securities may otherwise lawfully be communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This Offering Memorandum 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 Offering Memorandum relates is available only to
relevant persons and will be engaged in only with relevant persons. Recipients of this Offering
Memorandum are not permitted to transmit it to any other person. Persons distributing this Offering
Memorandum must satisfy themselves that it is lawful to do so. The Notes are not being offered to the
public in the United Kingdom.
Furthermore, each of the Initial Purchasers has warranted that it (i) has only invited or will only
invite participation in investment activities in connection with the Offering or the sale of the Notes
within the meaning of section 21 of the FSMA, and has only initiated or will only initiate such
investment activities to the extent that section 21(1) of the FSMA does not apply to the Company; and
(ii) has complied and will comply with all applicable provisions of FSMA with respect to all activities
already undertaken by each of them or will undertake in the future in relation to the Notes in, from, or
otherwise involving the United Kingdom.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION, WHICH
YOU SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN
INVESTMENT IN THE NOTES.
vi

FORWARD LOOKING STATEMENTS
This Offering Memorandum includes forward-looking statements within the meaning of the
securities laws of certain applicable jurisdictions. These forward-looking statements include, but are
not limited to, all statements other than statements of historical facts contained in this Offering
Memorandum, including, without limitation, those regarding our future financial position and results of
operations, our strategy, plans, objectives, goals and targets, future developments in the markets in
which we participate or are seeking to participate or anticipated regulatory changes in the markets in
which we operate or intend to operate. In some cases, you can identify forward-looking statements by
terminology such as "aim," "anticipate," "believe," "continue," "could," "estimate," "expect,"
"forecast," "guidance," "intend," "may," "ongoing," "plan," "potential," "predict," "projected," "seek,"
"should," "targets" or "will" or the negative of such terms or other variation or comparable
terminology.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and
other factors because they relate to events and depend on circumstances that may or may not occur in
the future. We caution you that forward-looking statements are not guarantees of future performance
and are based on numerous assumptions and that our actual results of operations, including our
financial condition and liquidity and the development of the industry in which we operate, may differ
materially from (and be more negative than) those made in, or suggested by, the forward-looking
statements contained in this Offering Memorandum. In addition, even if our results of operations,
including our financial condition and liquidity and the development of the industry in which we
operate, are consistent with the forward-looking statements contained in this Offering Memorandum,
those results or developments may not be indicative of results or developments in subsequent periods.
Important risks, uncertainties and other factors that could cause these differences include, but are not
limited to:
· declines in demand for container shipping and related services, including declines due to global
or regional economic downturns;
· cyclical fluctuations in container vessel charter rates;
· increase of container ship capacities leading to oversupply in the market and congestion in
certain ports;
· the significant time lag between the ordering and the delivery of new vessels;
· oil and gas prices, and the cost and availability of raw materials, including bunker fuel;
· competitive forces, including downward pressures on freight rates, duration of our contracts
with customers and our ability to retain market share in the face of competition from existing
and new market entrants;
· the loss of, or deterioration of our relationship with, any significant customers;
· changing trading patterns and sharpening trade imbalances;
· our ability to keep pace with technological changes;
· operating hazards, including marine disasters, oil spills or leaks, environmental damage, death
or property damage and business interruptions caused by weather, peril of the sea, mechanical
failures, war or other hostilities, piracy or hijackings, explosions, fires or human error;
· acts of piracy and terrorism;
· uncertainties inherent in operating internationally, including economic and political instability,
boycotts or embargoes, labor unrest, changes in foreign governmental regulations, corruption
and currency fluctuations;
· future developments, such as further delays or disruptions of operations as a result of the actions
taken to contain COVID-19 or treat its impact, particularly to the extent that the COVID-19
pandemic continues or worsens;
· changes in governmental laws and regulations, including our ability to receive or renew
applicable permits or licenses and ability to comply with requirements imposed by classification
societies;
· risks relating to environmental, social, and corporate governance ("ESG") principles;
vii

· protectionist policies adopted by countries;
· changes to competition and antitrust laws;
· changes to the liability regime for the international maritime carriage of goods;
· increased costs associated with monitoring and inspection procedures aimed at preventing
terrorist attacks;
· increases in cost or lack of availability of insurance coverage;
· risks related to our ability to achieve anticipated cost savings;
· risks associated with our IT systems and our ability to continue to generate operational
efficiencies;
· risks associated with our membership in THE Alliance and other forms of cooperation;
· currency exchange rate and interest rate fluctuations;
· risks associated with hedging transactions;
· loss of key management personnel and highly skilled employees;
· potential conflicts of interests of shareholders;
· inability to participate in, or discontinuation of, the tonnage tax regime in Germany;
· litigation risks;
· the availability of debt financing, including under our existing financing arrangements;
· our ability to refinance our indebtedness on acceptable terms as it comes due and the impact of
changes in floating interest rates on our debt service costs; and
· risks related to the Notes.
The risks described in the "Risk Factors" section of this Offering Memorandum are not
exhaustive. Other sections of this Offering Memorandum describe additional factors that could
adversely affect our business, financial condition and results of operations. Moreover, we operate in a
very competitive and rapidly changing environment. New risks emerge from time to time and it is not
possible for us to predict all such risks; nor can we assess the impact of all such risks on our business
or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
We urge you to read carefully the sections of this Offering Memorandum entitled "Risk Factors,"
"Management's Discussion and Analysis of Financial Conditions and Results of Operations," "Industry
and Market Data" and "Our Business" for a more complete discussion of the factors that could affect
our future performance and the markets in which we operate. In light of these risks, uncertainties and
assumptions, the forward-looking events described in this Offering Memorandum may not be accurate
or occur at all.
Accordingly, prospective investors should not place undue reliance on these forward-looking
statements, which speak only as of the date on which the statements were made (and in any case no
later than the date of this Offering Memorandum). In addition, from time to time we and our
representatives, acting in respect of information provided by us, have made or may make forward-
looking statements orally or in writing. These forward-looking statements may be included in, but are
not limited to, press releases (including on our website), reports to our security holders and other
communications. Although we believe that the expectations reflected in such forward-looking
statements are reasonable, there can be no assurance that such expectations will prove to be correct.
We undertake no obligation, and do not intend, to update or revise any forward-looking statement
or risk factors, whether as a result of new information, future events or developments or otherwise. All
subsequent written and oral forward-looking statements attributable to us or to persons acting on our
behalf are expressly qualified in their entirety by the cautionary statements referred to above and
contained elsewhere in this Offering Memorandum.
viii