Bond Hapag Lloyd AG 5.125% ( XS1645113322 ) in EUR

Hapag Lloyd AG

100 % ▼

Germany

XS1645113322 ( in EUR )

5.125% per year ( payment 2 times a year)

15/07/2024 - Bond has expired

Prospectus brochure of the bond Hapag-Lloyd AG XS1645113322 in EUR 5.125%, expired

100 000 EUR

450 000 000 EUR

Hapag-Lloyd AG is a leading global container shipping company headquartered in Hamburg, Germany, operating a large fleet of vessels and offering comprehensive logistics services worldwide.

The Bond issued by Hapag Lloyd AG ( Germany ) , in EUR, with the ISIN code XS1645113322, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/07/2024

Offering Memorandum
Not for General Distribution
in the United States of America
Hapag-Lloyd Aktiengesellschaft
450,000,000 5.125% Senior Notes due 2024
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") 450,000,000 aggregate principal amount of its 5.125% Senior Notes due 2024 (the "Notes"). The
Issuer will pay interest on the Notes semi-annually on each January 15 and July 15, commencing January 15, 2018.
Prior to July 15, 2020, 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 July 15, 2020
at the redemption prices set forth in this offering memorandum (the "Offering Memorandum"). In addition, prior
to July 15, 2020, 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 act dated
July 10, 2005 on prospectuses for securities, as amended, and includes information on the terms of the Notes,
including redemption and repurchase prices, covenants and transfer restrictions. The Issuer has applied to have the
Notes listed on the Official List of the Luxembourg Stock Exchange (the "LxSE") and traded on the LxSE's Euro
MTF market (the "Euro MTF Market"), which is not a regulated market within the meaning of
Directive 2004/39/EC on markets in financial instruments. There can be no assurance that this application will be
accepted.
Investing in the Notes involves a high degree of risk. See "Risk Factors"
beginning on page 28.
Price for the Notes: 100.000% plus accrued interest, if any, from the issue date.
The Notes will be delivered in book-entry form through Euroclear System ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream") on or about July 18, 2017 (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 Lead Managers and Bookrunners
Deutsche Bank
Berenberg
Credit Suisse
Joint Bookrunners
Crédit Agricole CIB
HSH Nordbank
M.M.Warburg & CO
The date of this Offering Memorandum is July 18, 2017.

NOTICE TO INVESTORS
Prospective investors should rely only on the information contained in this Offering Memorandum.
None of the Issuer, Deutsche Bank AG, London Branch, Joh. Berenberg, Gossler & Co. KG, and Credit
Suisse Securities (Europe) Limited (together, the "Joint Lead Managers and Bookrunners"), Crédit
Agricole Corporate and Investment Bank, HSH Nordbank AG and M.M.Warburg & CO (AG & Co.)
KGaA (together, the "Joint Bookrunners" and, together with the Joint Lead Managers and
Bookrunners, the "Initial Purchasers") 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 any of the Initial Purchasers. None of the Issuer
and the Initial Purchasers is making an offering of the Notes in any jurisdiction where this Offering is
not permitted. Prospective investors should not assume that the information contained in this Offering
Memorandum is accurate as at any date other than the date on the front of this Offering Memorandum.
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS
THE NOTES ARE 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 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 their respective
affiliates, the terms of the offering 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
offence.
This Offering Memorandum is being provided (1) to "qualified institutional buyers", as defined in
Rule 144A under the U.S. Securities Act, for informational use solely in connection with their
consideration of the purchase of the Notes and (2) to non-U.S. persons in offshore transactions in
reliance on Regulation S under the U.S. Securities Act. Its use for any other purpose is not authorized.
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 are 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 further 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" 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 respective affiliates
and the Initial Purchasers will have any responsibility therefor.
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 AG, LONDON BRANCH (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 A 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 CERTAIN EUROPEAN INVESTORS
European Economic Area
This Offering Memorandum has been prepared on the basis that the offer and sale of the Notes will
be made pursuant to an exemption under the Prospectus Directive (as defined below) as implemented
in member states of the European Economic Area, from the requirement to produce and publish a
prospectus which is compliant with the Prospectus Directive, as so implemented, for offers of the
Notes.
Accordingly, any person making or intending to make any offer within the European Economic
Area or any of its member states of the Notes which are the subject of the placement referred to in this
Offering Memorandum must only do so in circumstances in which no obligation arises for the Issuer or
the Initial Purchasers to produce and publish a prospectus which is compliant with the Prospectus
Directive, including Article 3 thereof, as so implemented, for such offer.
For European Economic Area jurisdictions that have not implemented the Prospectus Directive, all
offers of the Notes must be in compliance with the laws of such jurisdictions. Neither the Issuer nor the
ii

Initial Purchasers have authorized, nor do they authorize, the making of any offer of the Notes through
any financial intermediary, other than offers made by the Initial Purchasers, which constitute a final
placement of the Notes.
Each of the Initial Purchasers has represented and agreed that, in relation to each member state of
the European Economic Area which has implemented the Prospectus Directive (as defined below)
(each, a "Relevant Member State"), 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,
except that it may, with effect from and including the Relevant Implementation Date, make an offer of
the Notes to the public in the Relevant Member State at any time:
(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 relevant dealer or dealers nominated by the Issuer for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of the Notes shall require the publication by the Issuer or the Initial
Purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this restriction, the expression an "offer of Notes to the public" in relation to
any Notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer 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 Member State. For the purposes of
this restriction, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including Directive 201/73/EU, and including any relevant implementing measure in the
Relevant Member State).
Each purchaser of the Notes offered hereby located within a Relevant Member State will be
deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the
meaning of Article 2(1)(e) of the Prospectus Directive. The Issuer, the Initial Purchasers and their
affiliates and others will rely upon the truth and accuracy of the foregoing representation,
acknowledgment and agreement.
Germany
The Notes may be offered and sold in the Federal Republic of Germany only in compliance with
the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission
Regulation No (EC) 809/2004 of April 29, 2004, as amended, or any other laws applicable in Germany
governing the issue, offering and sale of securities. This Offering Memorandum has not been approved
under the German Securities Prospectus Act or the Prospectus Directive and accordingly the Notes may
not be offered publicly in the Federal Republic of Germany. The Notes will be offered in the Federal
Republic of Germany in reliance on an exemption from the requirement to publish an approved
securities prospectus under the German Securities Prospectus Act. Any resale of the Notes in Germany
may only be made in accordance with the German Securities Prospectus Act and other applicable laws.
The Issuer has not filed and does not intend to file a securities prospectus with the German Federal
Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) ("BaFin") or obtain
a notification to BaFin from another competent authority of a member state of the European Economic
Area, with which a securities prospectus may have been filed, pursuant to Section 17 (3) of the German
Securities Prospectus Act.
United Kingdom
Members of the public are not eligible to take part in this Offering. This Offering Memorandum is
for distribution only to persons who (a) 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"), (b) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.".) of the Financial
Promotion Order, (c) are outside the United Kingdom, or (d) are persons to whom an invitation or
iii

inducement to engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 ("FSMA") in connection with the issue or sale of the Notes 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.
France
This Offering Memorandum has not been prepared in the context of a public offering in France
within the meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of Book II of the
Réglement Général of the Autorité des marchés financiers (the "AMF") and therefore has not been
submitted for clearance to the AMF or any other competent authority of another state that is a
contracting party to the agreement on the EEA and notified to the AMF. Consequently, the Notes have
not been and will not be, directly or indirectly, offered or sold to the public in France, and neither this
Offering Memorandum nor any other offering material relating to the Notes has been or will be
distributed or caused to be distributed to the public in France. Such offers, sales and distribution of the
Notes have been and will only be made in France to (a) providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers), and/or (b) qualified investors
(investisseurs qualifiés) other than individuals, acting for their own account, as defined in, and in
accordance with, Articles L. 411-1, L. 411-2 and D. 411-1, D. 411.2, D. 734-1, D. 744-1, D. 754-1 and
D. 764.1 of the Code of Monétaire et Financier and applicable regulations thereunder.
Luxembourg
The terms and conditions relating to this Offering Memorandum have not been approved by and
will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de
Surveillance du Secteur Financier) for the purposes of public offering or sale in the Grand Duchy of
Luxembourg ("Luxembourg"). Accordingly, the Notes may not be offered or sold to the public in
Luxembourg, directly or indirectly, and neither this Offering Memorandum nor any other circular,
prospectus, form of application, advertisement or other material may be distributed, or otherwise made
available in or from, or published in, Luxembourg except for the sole purpose of the admission to
trading and listing of the Notes on the Official List of the LxSE and except in circumstances which do
not constitute a public offer of securities to the public, subject to prospectus requirements, in
accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities, as amended. A
listing of the Notes on the LxSE does not necessarily imply that a public offering in Luxembourg has
been authorized.
Spain
This Offering has not been registered with the Commission Nacional del Mercado de Valores and
therefore the Notes may not be offered or sold in Spain by any means, except in circumstances which
do not qualify as a public offer of securities in Spain in accordance with article 30bis of the Securities
Market Act ("Ley 24/1988, de 28 de julio del Mercado de Valores") as amended and restated, or
pursuant to an exemption from registration in accordance with article 41 of the Royal Decree
1310/2005 ("Real Decreto 1310/2005, de 4 de noviembre por el que se desarrolla parcialmente la Ley
24/1988, de 28 de julio, del Mercado de Valores, en materia de admision a negociacion de valores en
mercados secundarios oficiales, de ofertas publicas de venta o suscripcion y del folleto exigible a
tales efectos").
The Netherlands
The Notes (including rights representing an interest in each global note that represents the Notes)
may only be offered or sold to qualified investors within the meaning of article 5:3(1)(a) in
conjunction with article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).
iv

Switzerland
This Offering Memorandum, as well as any other material relating to the Notes which are the
subject of the offering contemplated by this Offering Memorandum, do not constitute an issue
prospectus pursuant to article 652a and/or article 1156 of the Swiss Code of Obligations and may not
comply with the Directive for Notes of Foreign Borrowers of the Swiss Bankers Association. The
Notes will not be listed on the SIX Swiss Exchange ("SIX" or "SIX Swiss Exchange"), and, therefore,
the documents relating to the Notes, including, but not limited to, this Offering Memorandum, do not
claim to comply with the disclosure standards of the Swiss Code of Obligations and the listing rules of
SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX
Swiss Exchange. The Notes are being offered in Switzerland by way of a private placement (i.e. to a
limited number of selected investors only), without any public advertisement and only to investors who
do not purchase the Notes with the intention to distribute them to the public. The investors will be
individually approached directly from time to time. This Offering Memorandum, as well as any other
material relating to the Notes, is personal and confidential and does not constitute an offer to any other
person. This Offering Memorandum, as well as any other material relating to the Notes, may only be
used by those investors to whom it has been handed out in connection with the offering described
herein and may neither directly nor indirectly be distributed or made available to other persons without
the Issuer's express consent. This Offering Memorandum, as well as any other material relating to the
Notes, may not be used in connection with any other offer and shall in particular not be copied and/or
distributed to the public in (or from) Switzerland.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH
YOU SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN
INVESTMENT IN THE NOTES.
v

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;
· 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;
· protectionist policies adopted by countries;
· changes to competition and antitrust laws;
· changes to the liability regime for the international maritime carriage of goods;
vi

· 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 associated with the UASC Business Combination (as defined herein).
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.
vii

CURRENCY PRESENTATION AND DEFINITIONS
In this Offering Memorandum, all references to "euro" "EUR" or "" are to the single currency of
the participating member states of the European and Monetary Union of the Treaty Establishing the
European Community, as amended from time to time and all references to "U.S. dollar," "U.S.
dollars" and "US$" are to the lawful currency of the United States of America.
Definitions
Unless otherwise specified or the context requires otherwise in this Offering Memorandum (and
except as otherwise defined in "Description of the Notes" and "Description of Certain Hapag-Lloyd
Financing Arrangements" and "Description of the UASC Business Combination--Description of
Certain UASC Financing Arrangements" for purposes of those sections only):
· references to "we", "us", "our", "Hapag-Lloyd" and the "Group" are to Hapag-Lloyd AG
together with its consolidated subsidiaries, but excluding (unless the context requires otherwise)
UASC;
· references to "capacity" are to the maximum number of containers as measured in TEU that
could theoretically be loaded onto a container ship without taking into account operational
constraints (including, but not limited to, the actual weight of any loaded containers); with
reference to a fleet, a carrier or the container shipping industry, capacity is the total TEU
nominal capacity of all ships in the fleet, the carrier or the industry, as applicable;
· references to "Capital Increase I" are to the issuance of new shares of the Issuer in connection
with the UASC Business Combination, which originate from a capital increase against
contribution-in-kind to be resolved on by the executive board of the Issuer and to be approved
by the supervisory board of the Issuer utilizing the authorized capital resolved by the ordinary
meeting of the shareholders of the Issuer on August 26, 2016;
· references to "Capital Increase II" are to a cash capital increase in the amount of
US$400 million within a period of six months following the completion of the UASC Business
Combination, of which the HL BCA Controlling Shareholders have committed to underwrite
50% of the new shares issued and the UASC Controlling Shareholders have committed to
underwrite the other 50% of the shares issued;
· references to "carrier" are to a company providing container shipping services;
· references to "CCS Activities" are to CSAV's container shipping activities, which were carved
out of CSAV's business as part of the CCS Activities Business Combination;
· references to the "CCS Activities Business Combination" are to the corporate merger of the
CCS Activities with those of Hapag-Lloyd, which was completed on December 2, 2014;
· references to "CG Hold Co" are CSAV Germany Container Holding GmbH;
· references to the "Company", the "Issuer" or "Hapag-Lloyd AG" are to Hapag-Lloyd
Aktiengesellschaft excluding its consolidated subsidiaries;
· references to "Consortium" are to Hamburgische Seefahrtsbeteiligung "Albert Ballin"
GmbH & Co. KG, a consortium which (prior to its dissolution by shareholder resolution in
2013) consisted of HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement
mbH ("HGV"), an investment holding company of the City of Hamburg; Kühne Maritime
GmbH ("Kühne Maritime"); SIGNAL IDUNA GRUPPE ("Iduna"); HSH Nordbank AG
("HSH"); HanseMerkur Krankenversicherung AG and HanseMerkur Lebensversicherung AG
(together "HanseMerkur") and M.M.Warburg & CO. KGaA ("M.M.Warburg");
· references to "Consortium Company" means Hamburg Container Lines Holding
GmbH & Co KG, a limited partnership formed pursuant to the Shareholders' Agreement;
· references to "CSAV" are to Compañía Sud Americana de Vapores S.A.;
· references to "CTA" is to HHLA Container Terminal Altenwerder GmbH;
· references to the "Existing 2013 Notes" are to the Issuer's 400,000,000 aggregate principal
amount of its 7.75% Senior Notes due 2018;
· references to the "Existing 2014 Notes" are to the Issuer's 250,000,000 aggregate principal
amount of its 7.50% Senior Notes due 2019;
viii