Obbligazione Fresenius AG 4.25% ( XS0759200321 ) in EUR

Emittente Fresenius AG
Prezzo di mercato 100 EUR  ▼ 
Paese  Germania
Codice isin  XS0759200321 ( in EUR )
Tasso d'interesse 4.25% per anno ( pagato 1 volta l'anno)
Scadenza 15/04/2019 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Fresenius SE XS0759200321 in EUR 4.25%, scaduta


Importo minimo 1 000 EUR
Importo totale 483 800 000 EUR
Descrizione dettagliata Fresenius SE & Co. KGaA è una società multinazionale tedesca operante nel settore sanitario, con attività principali nella cura extracorporea, nei farmaci generici e nelle cure ospedaliere.

Un'analisi dettagliata rivela le caratteristiche salienti dell'obbligazione con codice ISIN XS0759200321, emessa da Fresenius SE, un'importante azienda globale nel settore sanitario con sede in Germania, la quale, pur essendo stata denominata in Euro e offrendo un tasso d'interesse del 4.25% con pagamenti annuali, per un importo complessivo di emissione pari a 483.800.000 Euro e un lotto minimo di sottoscrizione di 1.000 Euro, ha raggiunto la sua scadenza il 15 aprile 2019, venendo integralmente rimborsata al 100% del suo valore nominale.







PROSPECTUS/OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
Fresenius Finance B.V.
¤500,000,000 4.25% Senior Notes due 2019
guaranteed on a senior basis by Fresenius SE & Co. KGaA, Fresenius Kabi AG and Fresenius ProServe GmbH
Fresenius Finance B.V. (the "Issuer", and together with Fresenius SE & Co. KGaA and its other subsidiaries, the "Fresenius Group" or the
"Group") is offering ¤500,000,000 aggregate principal amount of its 4.25% senior notes due 2019 (the "Notes"). The Issuer will pay interest on the
Notes semi-annually on April 15 and October 15 of each year, commencing October 15, 2012. The Notes will mature on April 15, 2019.
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"), as well as Fresenius Kabi AG and Fresenius ProServe GmbH (together, the "Subsidiary Guarantors" 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 prospectus/offering memorandum.
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 Council 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
(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) and on the website of the Group (http://www.fresenius.com). We have requested the CSSF to provide the competent authority
in the Federal Republic of Germany ("Germany") with a certificate of approval attesting that this prospectus has been prepared in accordance with
the Luxembourg Prospectus Law (the "Notification"). Until such Notification is given in Germany, and at all times in other member states of the
European Economic Area (the "EEA"), offers will be 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. The CSSF assumes no responsibility with regard to the economic and financial soundness of the
transaction and the quality and solvency of the Issuer.
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
market of the Luxembourg Stock Exchange, a market appearing on the list of regulated markets issued by the European Commission pursuant to Directive
2004/39/EC of April 21, 2004 on markets in financial instruments.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 21.
Notes Issue Price: 4.25% plus accrued interest from the issue date.
Delivery of the Notes in book-entry form will be made through Euroclear and Clearstream, in each case, on or about March 28, 2012.
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
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 eligible offerees and transfer restrictions.
Joint Lead Managers and Bookrunners
Deutsche Bank BayernLB Commerzbank Landesbank Baden-Wu¨rttemberg The Royal Bank of Scotland
Co-Lead Managers
BBVA
BNP PARIBAS
DNB Markets
DZ BANK AG
Helaba
HSBC
Mediobanca
Mizuho Securities
Raiffeisen Bank International AG
SMBC Nikko
Société Générale Corporate & Investment Banking
WestLB AG
The date of this prospectus/offering memorandum is March 22, 2012


TABLE OF CONTENTS
Important Information about and Definitions used in this Prospectus/Offering Memorandum . .
(ii)
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(iv)
Notice to Investors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(v)
Disclosure Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (viii)
Industry Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(ix)
Presentation of Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(x)
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(xii)
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
Selected Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . .
52
Recent Developments and Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
142
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
Certain Relationships and Related-Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157
General Information on Group Structure, Issuer and Guarantors . . . . . . . . . . . . . . . . . . . . . . . .
161
Description of Other Financing Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
177
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
207
Taxation Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212
Plan of Distribution and Offer of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
221
Notice to Investors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
226
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
229
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
230
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
232
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
233
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
Annex A: German Translation of the Summary of the Prospectus/Offering Memorandum
Zusammenfassung . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
Annex B: German Translation of the Description of the Notes
Beschreibung der Schuldverschreibungen. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-1
(i)


You should rely only on the information contained in this prospectus/offering memorandum.
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/offering memorandum.
If given or made, any such other information or representation 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 prospectus/offering
memorandum 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 Guarantors or any of their
subsidiaries may have changed since that date.
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH (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
NOTES, IN EACH CASE AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL FOR A LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER, THERE MAY BE 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 APPLICABLE LAWS, REGULATIONS AND RULES.
IMPORTANT INFORMATION ABOUT AND DEFINITIONS USED IN THIS
PROSPECTUS/OFFERING MEMORANDUM
You should not assume that the information contained in this prospectus/offering memorandum
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/offering memorandum, 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;
·
"2008 Senior Credit Agreement" refers to the syndicated credit agreement that the Guarantors
and certain other Fresenius Group companies entered into with several lenders in 2008 in
connection with the acquisition of APP Pharmaceuticals;
·
"2008 Senior Credit Facilities" refers collectively to the 2008 Senior Revolving Credit Facilities
and the 2008 Senior Term Facilities;
·
"2008 Senior Revolving Credit Facilities" refers to the revolving credit facilities governed by the
2008 Senior Credit Agreement;
·
"2008 Senior Term Facilities" refers to the senior term loan facilities governed by the 2008
Senior Credit Agreement;
·
"APP Pharmaceuticals" refers to APP Pharmaceuticals, Inc. and its subsidiaries on a
consolidated basis;
·
"CVR" refers to the contingent value rights that were issued in connection with the acquisition
of APP Pharmaceuticals and were delisted in the first quarter of 2011;
·
"Damp Group" refers collectively to Damp Holding AG and those of its affiliates that together
constitute a group of companies acquired by HELIOS on March 19, 2012;
(ii)


·
"euro" or "¤" refers to Euro, the currency of the European Union member states participating
in the European Monetary Union;
·
"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 Finance B.V." or the "Issuer" refers to Fresenius Finance B.V., only;
·
"Fresenius Finance I S.A." refers to Fresenius Finance I S.A., only;
·
"Fresenius Helios" and "HELIOS" refer to HELIOS Kliniken GmbH and its subsidiaries on a
consolidated basis;
·
"Fresenius Kabi" refers to Fresenius Kabi AG and its subsidiaries on a consolidated basis;
·
"Fresenius Kabi AG" refers to Fresenius Kabi AG and not to any of its subsidiaries;
·
"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 and not to any
of its subsidiaries and, as the context may require, to the predecessor company of Fresenius
Medical Care AG & Co. KGaA prior to its transformation into a partnership limited by shares
under German law in February 2006, Fresenius Medical Care AG, a stock corporation
(Aktiengesellschaft) under German law;
·
"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., only;
·
"Fresenius US Finance II" refers to Fresenius US Finance II, Inc., only;
·
"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 Deutsche Bank AG, London Branch, Bayerische Landesbank,
Commerzbank Aktiengesellschaft, Landesbank Baden-Wu¨rttemberg, The Royal Bank of
Scotland plc, Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas, DNB Markets, Inc., DZ
BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, Landesbank Hessen-
Thu¨ringen, Girozentrale, HSBC Bank plc, Mediobanca -- Banca di Credito Finanziario S.p.A.,
Mizuho International plc, Raiffeisen Bank International AG, SMBC Nikko Capital Markets
Limited, Société Générale and WestLB AG, 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 are issued;
(iii)


·
"Luxembourg Listing Agent" refers to BNP Paribas Securities Services, 33 rue de Gasperich,
Howald-Hesperange, 2085 Luxembourg;
·
"MEB" refers to the mandatory exchangeable bonds that were issued in connection with the
acquisition of APP Pharmaceuticals and matured on August 14, 2011;
·
"Notes" refers to the Notes that are the subject of this prospectus/offering memorandum;
·
"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 Deutsche Bank AG Frankfurt, Grosse
Gallusstrasse 10-14, 60262 Frankfurt am Main, Germany;
·
"RCG" refers to Renal Care Group, Inc. and its subsidiaries on a consolidated basis;
·
"Subsidiary Guarantors" refers to Fresenius Kabi AG and Fresenius ProServe GmbH;
·
"Trustee" refers to Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester
Street, London EC2N 2DB, 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/offering memorandum.
RESPONSIBILITY STATEMENT
Fresenius Finance B.V., Amersfoortseweg 10E, 3705 GJ, Zeist, Netherlands, along with
Fresenius SE & Co. KGaA, Fresenius Kabi AG and Fresenius ProServe GmbH, all located at Else-
Kro¨ner-Strasse 1, 61352 Bad Homburg vor der Ho¨he, Germany, assume responsibility for the
content of this prospectus/offering memorandum and hereby declare that the information contained
in this prospectus/offering memorandum 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/offering memorandum 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 "Summary", "Exchange Rates" and "Business"
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/offering memorandum describing clearing
arrangements, including the section entitled "Description of the Notes -- General -- Global Clearance
and Settlement Under the Book-Entry System", is subject to any change in or reinterpretation of the
rules, regulations and procedures of 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 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/offering
memorandum or the incorporated documents, except for the Issuers and the Guarantors, is
responsible for the information contained in this prospectus/offering memorandum, 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.
(iv)


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
WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES 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
PARAGRAPH.
NOTICE TO INVESTORS
Neither we nor the Initial Purchasers nor any of our 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/offering memorandum 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/offering memorandum 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/offering memorandum, 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/offering memorandum.
Nothing contained in this prospectus/offering memorandum is or should be relied upon as a
promise or representation by the Initial Purchasers as to the past or the future. You agree to the
foregoing by accepting this prospectus/offering memorandum.
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/offering memorandum 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
(v)


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/offering memorandum, see "Notice to New
Hampshire Residents", "Notice to Investors in the European Economic Area", "Notice to Investors in
the United Kingdom", "Notice to Investors in Germany and Luxembourg" 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/offering memorandum. You may be required to bear
the financial risks of this investment for an indefinite period of time.
Each person receiving this prospectus/offering memorandum 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/offering memorandum, (2) investing in the Notes involves risks, (3) it
has not relied upon the Initial Purchasers or any person affiliated with the Initial Purchasers in
connection with its investigation of the accuracy of such information or its investment decision,
(4) this prospectus/offering memorandum 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
concerning us, this offering or the Notes, other than as contained in this prospectus/offering
memorandum 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, any state securities commission nor
any non-U.S. securities authority has approved or disapproved of these securities or determined
that this prospectus/offering memorandum 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 European Economic Area which has implemented the
Prospectus Directive (each, a "Relevant Member State"), each Initial Purchaser has 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 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 100 or, if the Relevant Member State has already implemented the relevant
provision of the 2010 PD Amending Directive, 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 Initial
Purchaser or 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 any Initial Purchaser to publish a
prospectus pursuant to Article 3 of the Prospectus Directive.
(vi)


For the purposes of this provision, the expression an "offer of the Notes 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 member state by any measure implementing the Prospectus Directive in that member state, and
the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, inter alia, by the
2010 PD Amending Directive) and includes any relevant implementing measure in each relevant
member state. The expression "2010 PD Amending Directive" means Directive 2010/73/EU.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This prospectus/offering memorandum 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/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 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.
(vii)


DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus/offering memorandum 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/offering memorandum. We have
based these forward-looking statements on current estimates and assumptions made to the best of
our knowledge. By their nature, such forwardlooking 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/
offering memorandum 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 expanded 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 healthcare reforms;
·
product liability risks;
·
the outcome of ongoing potentially material litigation;
·
risks relating to the integration of acquisitions and our dependence on additional
acquisitions;
·
introduction of generic or new pharmaceuticals that compete with our pharmaceutical
products;
(viii)


·
changes in supply costs; and
·
the financial stability and liquidity of our governmental and commercial payors.
Important factors that could contribute to such differences are noted in this prospectus/offering
memorandum 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/offering memorandum. Key factors that have a direct bearing
on our results of operations include, but are not limited to, those factors indicated in this
prospectus/offering memorandum under the caption "Risk Factors".
Because the risk factors referred to in this prospectus/offering memorandum could cause actual
results or outcomes to differ materially from those expressed in any forward-looking statements
made in this prospectus/offering memorandum 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/offering memorandum 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. We have accurately reproduced and indicated the respective source of the information
in this prospectus/offering memorandum from publicly accessible sources or otherwise acquired from
third parties. Where information in this prospectus/offering memorandum has been specifically
identified as having been extracted from third party documents, each of the Issuers and the
Guarantors confirms that this information has been accurately reproduced and that as far as the
Issuers 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.
(ix)


Document Outline