Obligation Hornbach Baumarkt GmbH 3.875% ( DE000A1R02E0 ) en EUR

Hornbach Baumarkt GmbH

100 % ▼

Allemagne

DE000A1R02E0 ( en EUR )

3.875% par an ( paiement annuel )

14/02/2020 - Obligation échue

Prospectus brochure de l'obligation Hornbach-Baumarkt-AG DE000A1R02E0 en EUR 3.875%, échue

1 000 EUR

250 000 000 EUR

Hornbach Baumarkt AG est une société allemande de commerce de détail spécialisée dans les matériaux de construction et le bricolage, opérant un réseau de magasins en Europe.

L'Obligation émise par Hornbach Baumarkt GmbH ( Allemagne ) , en EUR, avec le code ISIN DE000A1R02E0, paye un coupon de 3.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/02/2020

Prospectus
dated 1 February 2013

HORNBACH-Baumarkt-Aktiengesellschaft
(a stock corporation incorporated under the laws of the Federal Republic of Germany,
having its corporate domicile in Bornheim, Federal Republic of Germany)

Euro [] []% Notes due 2020

ISIN DE000A1R02E0, Common Code 088625617, WKN A1R02E

unconditionally and irrevocably guaranteed by

HORNBACH International GmbH
(a German limited liability company incorporated under the laws of the Federal Republic of Germany,
having its corporate domicile in Bornheim, Federal Republic of Germany)
HORNBACH-Baumarkt-Aktiengesellschaft, Bornheim, Federal Republic of Germany (the "Issuer") will issue on or about
15 February 2013 (the "Issue Date") Euro [] % Notes due 2020 (the "Notes") in the denomination of EUR 1,000 each. The
Notes will bear interest from and including 15 February 2013 to, but excluding, 15 February 2020 at a rate of [] % per annum,
payable annually in arrears on 15 February in each year, commencing on 15 February 2014.

The Notes will be redeemed on 15 February 2020.

The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by HORNBACH
International GmbH (the "Guarantor") (the "Guarantee").

This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.4 of the Directive 2003/71/EC of the
European Parliament and the Council of 4 November, 2003 as amended by Directive 2010/73/EU of the European Parliament
and of the Council of 24 November 2010 (the "Prospectus Directive"). This Prospectus will be published in electronic form
together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). This
Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg
(the "CSSF") in its capacity as competent authority under the Luxembourg law relating to prospectuses (Loi relative aux
prospectus pour valeurs mobilières), which implements the Prospectus Directive. By approving this Prospectus, the CSSF gives
no undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer in line
with the provisions of article 7 (7) of the Luxembourg law relating to prospectuses. The Issuer has requested the CSSF to
provide the competent authority in the Federal Republic of Germany ("Germany") and the Republic of Austria ("Austria") with a
certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg law relating to
prospectuses for securities (the "Notification").

Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and 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 E.C. pursuant to Directive 2004/39/EC of 21 April 2004 on markets in financial instruments.

The rating agency Moody's Investors Service, Inc. ("Moody's") has assigned the rating Ba2 to the Issuer (outlook positive) and
the rating agency Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's") has assigned the rating BB+
to the Issuer (outlook stable). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to
revision, suspension or withdrawal at any time by the relevant rating organisation. Moody's and Standard & Poor's are
established in the European Community and are registered under Regulation (EC) No 1060/2009 of the European Parliament
and of the Council of 16 September 2009 on credit rating agencies, amended by Regulation (EC) No 513/2011 of the European
Parliament and of the Council of 11 March 2011 (the "CRA Regulation"). The European Securities and Markets Authority
publishes on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) a list of credit rating agencies
registered in accordance with the CRA Regulation.

The final offer price and amount, the interest rate, the issue proceeds, and the yield of the issue will be included in the Pricing
Notice (as defined in "SUBSCRIPTION, SALE AND OFFER OF THE NOTES" below) which will be published on the website of
the Luxembourg Stock Exchange (www.bourse.lu) on or prior to the Issue Date of the Notes.

Joint Lead Managers

Commerzbank
HSBC
UniCredit Bank

2
RESPONSIBILITY STATEMENT
Each of the Issuer and the Guarantor with its registered office in Germany accept responsibility for the
information contained in this Prospectus and hereby declares that, having taken all reasonable care to
ensure that such is the case, the information contained in this Prospectus is, to the best of its
knowledge, in accordance with the facts and contains no omission likely to affect its importance.

Each of the Issuer and the Guarantor further confirm that (i) this Prospectus contains all information
with respect to the Issuer and the Guarantor and its subsidiaries and affiliates taken as a whole (the
"HORNBACH Baumarkt Group" or the "Group") and to the Notes which is material in the context of
the issue and offering of the Notes, including al information which, according to the particular nature
of the Issuer and the Guarantor and of the Notes is necessary to enable investors and their investment
advisers to make an informed assessment of the assets and liabilities, financial position, profits and
losses, and prospects of the Issuer and the HORNBACH Baumarkt Group and of the rights attached
to the Notes; (i ) the statements contained in this Prospectus relating to the Issuer, the Guarantor, the
HORNBACH Baumarkt Group and the Notes are in every material particular true and accurate and not
misleading; (i i) there are no other facts in relation to the Issuer, the Guarantor, the HORNBACH
Baumarkt Group or the Notes the omission of which would, in the context of the issue and offering of
the Notes, make any statement in the Prospectus misleading in any material respect; and (iv)
reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy
of all such information and statements.

NOTICE
No person is authorised to give any information or to make any representations other than those
contained in this Prospectus and, if given or made, such information or representations must not be
relied upon as having been authorised by or on behalf of the Issuer, the Guarantor or the Joint Lead
Managers (as defined in "SUBSCRIPTION, SALE AND OFFER OF THE NOTES"). Neither the
delivery of this Prospectus nor any offering, sale or delivery of any Notes made hereunder shall, under
any circumstances, create any implication (i) that the information in this Prospectus is correct as of any
time subsequent to the date hereof or, as the case may be, subsequent to the date on which this
Prospectus has been most recently amended, or supplemented, or (i ) that there has been no adverse
change in the financial situation of the Issuer or the Guarantor which is material in the context of the
issue and sale of the Notes since the date of this Prospectus or, as the case may be, the date on
which this Prospectus has been most recently amended or supplemented, or the balance sheet date
of the most recent financial statements which are deemed to be incorporated into this Prospectus by
reference or (i i) that any other information supplied in connection with the issue of the Notes is correct
at any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.

Neither the Joint Lead Managers nor any other person mentioned in this Prospectus, except for the
Issuer, is responsible for the information contained in this Prospectus or any other document
incorporated herein by reference, 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 in any of these documents. The Joint Lead Managers have
not independently verified any such information and accept no responsibility for the accuracy thereof.

Each investor contemplating purchasing any Notes should make its own independent investigation of
the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer and the
Guarantor. This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the
Issuer or the Joint Lead Managers to purchase any Notes. Neither this Prospectus nor any other
information supplied in connection with the Notes should be considered as a recommendation by the
Issuer, the Guarantor or the Joint Lead Managers to a recipient hereof and thereof that such recipient
should purchase any Notes.

This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such offer or solicitation.

3
The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions
is restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer
and the Joint Lead Managers to inform themselves about and to observe any such restrictions. In
particular, the Notes have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") and are subject to U.S. tax law requirements. Subject to
certain limited exceptions, the Notes may not be offered, sold or delivered within the United States or
to U.S. persons.

For a further description of certain restrictions on offerings and sales of the Notes and distribution of
this Prospectus (or of any part thereof) see "SUBSCRIPTION, SALE AND OFFER OF THE NOTES -
Selling Restrictions".

The legally binding language of this Prospectus is English. Any part of the Prospectus in the German
language constitutes a translation, except for the conditions of issue of the Notes (the "Conditions of
Issue") in respect of which German is the legal y binding language.

IN CONNECTION WITH THE ISSUE OF THE NOTES, COMMERZBANK AKTIENGESELLSCHAFT
(OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO
ASSURANCE THAT COMMERZBANK AKTIENGESELLSCHAFT (OR PERSONS ACTING ON ITS
BEHALF) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN
AT ANY TIME AFTER THE ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER
OF THE NOTES AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE OF THE RECEIPT OF THE
PROCEEDS OF THE ISSUE BY THE ISSUER AND 60 CALENDAR DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE NOTES. SUCH STABILISING SHALL BE IN COMPLIANCE WITH ALL
LAWS, DIRECTIVES, REGULATIONS AND RULES OF ANY RELEVANT JURISDICTION.

CONSENT TO THE USE OF THE PROSPECTUS

Each further financial intermediary subsequently reselling or final y placing the Notes is entitled to use
the Prospectus in Luxembourg, Germany and Austria for the subsequent resale or final placement of
the Notes during the period from 6 February 2013 to 1 March 2013 during which subsequent resale or
final placement of the Notes can be made, provided however, that the Prospectus is stil valid in
accordance with Article 11 of the Luxembourg act relating to prospectuses for securities (Loi relative
aux prospectus pour valeurs mobilières) which implements Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003 (as amended by Directive 2010/73/EU of the
European Parliament and of the Council of 24 November 2010). The Issuer accepts responsibility for
the information given in this Prospectus also with respect to such subsequent resale or final placement
of the Notes.

The Prospectus may only be delivered to potential investors together with all supplements published
before such delivery. Any supplement to the Prospectus wil be available for viewing in electronic form
on the website of the Luxembourg Stock Exchange (www.bourse.lu).

When using the Prospectus, each relevant further financial intermediary must make certain that it
complies with all applicable laws and regulations in force in the respective jurisdictions.

In the event of an offer being made by a further financial intermediary, the further financial
intermediary shall provide information to investors on the terms and conditions of the Notes at
the time of that offer.

Any further financial intermediary using the Prospectus shall state on its website that it uses
the Prospectus in accordance with the consent of the Issuer and the conditions attached to
this consent.

4
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. They are based on analyses or forecasts
of future results and estimates of amounts not yet determinable or foreseeable. These forward-looking
statements are identified by the use of terms and phrases such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms and phrases,
including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding HORNBACH
Baumarkt Group's business and management, its growth and profitability, and general economic and
regulatory conditions and other factors that affect it.

Forward-looking statements in this Prospectus are based on current estimates and assumptions that
the Issuer and the Guarantor make to the best of its present knowledge. These forward-looking
statements are subject to risks, uncertainties and other factors which could cause actual results,
including HORNBACH Baumarkt Group's financial condition and results of operations, to differ
materially from and be worse than results that have expressly or implicitly been assumed or described
in these forward-looking statements. HORNBACH Baumarkt Group's business is also subject to a
number of risks and uncertainties that could cause a forward-looking statement, estimate or prediction
in this Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the
following sections of this Prospectus: "RISK FACTORS", "GENERAL INFORMATION ABOUT THE
ISSUER AND ITS GROUP". These sections include more detailed descriptions of factors that might
have an impact on HORNBACH Baumarkt Group's business and the markets in which it operates.

In light of these risks, uncertainties and assumptions, future events described in this Prospectus may
not occur. In addition, neither the Issuer nor the Guarantor nor the Joint Lead Managers assume any
obligation, except as required by law, to update any forward-looking statement or to conform these
forward-looking statements to actual events or developments.

5
TABLE OF CONTENTS

Summary .................................................................................................................................................. 6
Section A
Introduction and warnings ................................................................................................... 6
Section B
Issuer and any guarantor .................................................................................................... 7
Section C
Securities ..........................................................................................................................13
Section D
Risks .................................................................................................................................15
Section E
Offer ..................................................................................................................................20
German Translation of the Summary .....................................................................................................23
Abschnitt A
Einleitung und Warnhinweise ........................................................................................23
Abschnitt B
Emittent und etwaige Garantiegeber ............................................................................24
Abschnitt C
Wertpapiere ...................................................................................................................30
Abschnitt D
Risiken ...........................................................................................................................32
Abschnitt E
Angebot .........................................................................................................................39
Risk Factors ............................................................................................................................................41
Use of Proceeds .....................................................................................................................................53
General Information about the Issuer and its Group ..............................................................................54
General Information about the Guarantor ..............................................................................................70
Conditions of Issue .................................................................................................................................75
Guarantee of HORNBACH International GmbH ....................................................................................96
Description of Rules Regarding Resolutions of Holders ......................................................................106
Taxation ................................................................................................................................................107
Subscription, Sale and Offer of the Notes ............................................................................................113
General Information / Incorporation by Reference ...............................................................................117
Financial Information ............................................................................................................................ F-1
Names and Addresses ......................................................................................................................... S-1

6
SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A E (A.1 E.7).

This summary (the "Summary") contains all the Elements required to be included in a summary for
this type of Notes and Issuer. Because some Elements are not required to be addressed, there may
be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the Summary because of the type of Notes
and Issuer, it is possible that no relevant information can be given regarding the Element. In this case,
a short description of the Element is included in the Summary with the mention of "not applicable".

Element
Section A Introduction and warnings
A.1
Warning that:
this Summary should be read as an introduction to the Prospectus;
any decision to invest in the Notes should be based on consideration of the
Prospectus as a whole by the investor;
where a claim relating to the information contained in the Prospectus is brought
before a court, the plaintiff investor might, under the national legislation of the
Member States, have to bear the costs of translating the Prospectus, before the legal
proceedings are initiated; and
civil liability attaches only to the Issuer which has tabled the Summary including any
translation thereof, but only if the Summary is misleading, inaccurate or inconsistent
when read together with the other parts of the Prospectus or it does not provide,
when read together with the other parts of the Prospectus, key information in order to
aid investors when considering whether to invest in the Notes.
A.2
Each further financial intermediary subsequently resel ing or final y placing the Notes is
entitled to use the Prospectus for the subsequent resale or final placement of the Notes
during the period for the subsequent resale or final placement of the Notes from
6 February 2013 to 1 March 2013, provided however, that the Prospectus is stil valid in
accordance with Article 11 of the Luxembourg act relating to prospectuses for securities
(Loi relative aux prospectus pour valeurs mobilières) which implements Directive
2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as
amended by Directive 2010/73/EU of the European Parliament and of the Council of 24
November 2010).
The Prospectus may only be delivered to potential investors together with all
supplements published before such delivery. Any supplement to the Prospectus will be
available for viewing in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
When using the Prospectus, each relevant further financial intermediary must make
certain that it complies with all applicable laws and regulations in force in the respective
jurisdictions.
In the event of an offer being made by a further financial intermediary, the further
financial intermediary shall provide information to investors on the terms and
conditions of the Notes at the time of that offer.

7
Element
Section B Issuer and any guarantor

B.1
Legal and commercial
HORNBACH-Baumarkt-Aktiengesellschaft
name
B.2
Domicile / Legal form /
HORNBACH-Baumarkt-AG is a stock corporation
Legislation / Country of
(Aktiengesel schaft) incorporated under the laws of the
incorporation
Federal Republic of Germany and domiciled in
Bornheim, Germany.
B.4b
Known trends affecting the The Issuer's business development is affected by
Issuer and the industries
macroeconomic, sectoral and corporate strategic
in which it operates
factors. The developments of the labour market,
wages, inflation, as well as of consumer confidence
and demand are amongst the most important
macroeconomic framework conditions. In the course of
the 2012/2013 financial year, the effects of the
European debt crisis have resulted in a deterioration of
consumer climate particularly in those countries
outside Germany where HORNBACH Baumarkt Group
operates. In contrast, the trends for sectoral and
corporate strategic factors have not materially
changed.
B.5
Description of the Group
HORNBACH-Baumarkt-Aktiengesellschaft is a part of
and the Issuer's position
the HORNBACH HOLDING Group, whose parent
within the Group
company is HORNBACH HOLDING AG. HORNBACH
Baumarkt Group is the largest operative sub-Group of
the HORNBACH HOLDING Group.
B.9
Profit forecast or estimate
Not applicable. No profit forecast or estimate is made.
B.10
Nature of any
Not applicable. The auditor issued an unqualified
qualifications in the audit
opinion on the consolidated financial statements of the
report on historical
Issuer for the financial years ended on 28 February
financial information
2011 and 29 February 2012.
B.12
Selected historical key financial information
The following tables set out the key financial information regarding the HORNBACH
Baumarkt Group extracted from the audited consolidated financial statements for the
financial year ending on 28 February 2011 and 29 February 2012 as well as the
unaudited interim consolidated accounts for the first nine months of the financial year
2012/13 as of 30 November 2012.

Key figures
9 months
9 months
Financial
Financial
(in EUR mil ion,
ended
ended
year ended
year ended
unless otherwise
30 November
30 November
29 February 28 February
stated) **
2012
2011
2012
2011
Net sales
2,428
2,409
3,001
2,836
Of which: in other
1,032
1,025
1,272
1,195
European
countries
Like-for-like sales
-0.8%
2.9%
2.8%
2.6%
growth

8
Gross margin as
37.3%
37.4%
37.4%
37.4%
% of net sales
EBITDA *
174.9
194.9
184.3
172.6
Earnings before
133.1
154.3
128.4
119.1
interest and
taxes (EBIT)
Consolidated
114.6
137.7
106.5
102.0
earnings before
taxes
Consolidated net
82.1
100.9
77.4
75.7
income
Basic/diluted
2.58
3.17
2.43
2.38
earnings per
share (EUR)
Investments
90.9
73.1
103.7
67.9

Key figures (in EUR
30 November
29 February
28 February
mil ion, unless
2012
2012
2011
otherwise stated) **
Total assets
1,723.1
1,628.1
1,591.7
Shareholders' equity
856.0
792.0
729.9
Shareholders' equity
49.7%
48.6%
45.9%
as % of total assets
* EBITDA = Earnings before interest, taxes, depreciation and amortisation.
** Rounding up or down may lead to discrepancies between percentages and totals.
Calculation of percentage figures based on EUR `000.

Prospects of the Issuer
There has been a material adverse change in the prospects of HORNBACH Baumarkt
Group since 29 February 2012. Due to the unfavourable macroeconomic framework in
Europe and the deterioration in consumer confidence in the second half of the financial
year 2012/2013, HORNBACH Baumarkt Group lowered the sales and earnings
forecast for the current 2012/2013 financial year. Full-year consolidated sales of
HORNBACH Baumarkt Group for the financial year 2012/2013 are expected at around
the previous year's figure of EUR 3.0 billion and operating earnings (EBIT) are
expected to fall short of the figure of EUR 128 mil ion reported for the 2011/2012
financial year. Previously, the target was to generate sales growth in a low single-digit
percentage range. In December 2012 sales declined from 222.0 mil ion to EUR 218.1
mil ion. Consolidated net income for the month December declined from EUR 0.7
mil ion in December 2011 to EUR -5.4 mil ion in December 2012 and Equity from EUR
856.0 as of 30 November 2012 to EUR 851.6 mil ion as of 31 December 2012.

9

Significant change in the financial and trading position
There has been no significant change in the financial or trading position of
HORNBACH Baumarkt Group since 30 November 2012.
B.13
Recent events
The Issuer has terminated its EUR 250 mil ion 6 1/8%
Senior Notes due 15 November 2014 for early
redemption on 25 February 2013 at a redemption price
of 100% of the principal amount.
B.14
Statement of dependency
The Issuer is dependent on its parent company
upon other entities within
HORNBACH HOLDING AG.
the group
B.15
Principal activities
HORNBACH Baumarkt Group is one of the leading
European do-it-yourself ("DIY") retailers, with a
particular focus on the operation of DIY megastores
combined with garden centres with a sales area of
more than 10,000 m² per megastore and similar store
layouts and product portfolios, which are located in
urban areas with major catchment areas. HORNBACH
Baumarkt Group's sales strategy and product range
targets the needs of DIY customers engaged in DIY
projects as wel as professional customers and offers
its customers a broad range of products available
consistently and of qualitatively high value, at
permanently low prices, as well as a broad range of
specialist advice and customer services.
The product range offered by HORNBACH Baumarkt
Group in each of its stores extends, on average, to
over 50,000 products in stock and covers all the
products areas which are relevant for HORNBACH
Baumarkt Group's primary target customers, the DIY
project customers who plan to undertake a large
construction
or
renovation
project,
or
trade
professionals. HORNBACH Baumarkt Group's product
range includes tools and hardware, building materials,
bathroom fittings and tiles, paint, wal and floor
coverings and garden products.
As of the date of this Prospectus, HORNBACH
Baumarkt Group operates 138 large DIY stores with
garden centres, with an aggregate sales area of
approximately 1,600,000 m² in nine countries, of which
92 stores are in Germany and 46 of which are in other
European countries.
As of 30 November 2012, HORNBACH Baumarkt
Group employed a workforce of 14,201 employees.
B.16
Major shareholders
HORNBACH-Baumarkt-Aktiengesellschaft is controlled
by its parent company HORNBACH HOLDING AG
which directly holds 76.4% of the shares in
HORNBACH-Baumarkt-Aktiengesellschaft. The British
DIY retailer, Kingfisher plc, with whom there has been
a strategic al iance since 2002, directly holds 5.2% of
the
shares
in
HORNBACH-Baumarkt-
Aktiengesel schaft. The remaining 18.4% of the shares
in HORNBACH-Baumarkt-Aktiengesel schaft are held
in free float.
HORNBACH-Baumarkt-Aktiengesellschaft is indirectly
controlled by Hornbach Familientreuhand GmbH which

10
holds 75% (minus two shares) of the ordinary shares of
HORNBACH HOLDING AG. In addition to its direct
holding in HORNBACH-Baumarkt-Aktiengesel schaft,
Kingfisher plc. has an indirect holding in the Issuer
through its participation in HORNBACH HOLDING AG
of 25% (plus two shares) of the ordinary shares of
HORNBACH HOLDING AG.
B.17
Credit ratings of the Issuer The rating agency Moody's Investors Service, Inc.
or its debt securities
("Moody's")1 has assigned the rating Ba22 to the
Issuer (outlook positive), and the rating agency
Standard & Poor's Credit Market Services Europe
Limited ("Standard & Poor's")3 has assigned the
rating BB+2 to the Issuer (outlook stable).
B.18
Nature and scope of the
The
Notes
issued
by
HORNBACH-Baumarkt-
Guarantee
Aktiengesel schaft wil have the benefit of a Guarantee
(the "Guarantee") given by HORNBACH International
GmbH (the "Guarantor").
The Guarantee constitutes an irrevocable, unsecured
and unsubordinated obligation of the Guarantor ranking
pari
passu
with
all
other
unsecured
and
unsubordinated obligations of the Guarantor. The
terms of the Guarantee contain a negative pledge of
the Guarantor. The Guarantee wil be governed by
German law. The Guarantee constitutes a contract for
the benefit of the Noteholders from time to time as third
party beneficiaries pursuant to section 328 paragraph 1
of the German Civil Code (Bürgerliches Gesetzbuch 
BGB).
The enforcement of the Guarantee is limited by virtue
of specific limitation language in the Guarantee
reflecting
the requirement under
the capital
maintenance rules imposed by sections 30 and 31 of
the German GmbH-Act (Gesetz betreffend die
Gesellschaften mit beschränkter Haftung). These
limitations will, to the extent applicable, restrict the right
to receive payment under the Guarantee and wil limit
the claim accordingly irrespective of the granting of the
Guarantee.
B.19
Information about the Guarantor

1 Moody's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, amended by Regulation (EC) No 513/2011
of the European Parliament and of the Council of 11 March 2011 (the "CRA Regulation"). The European Securities and
Markets Authority publishes on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) a list of
credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five working days
following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish
that updated list in the Official Journal of the European Union within 30 days following such update.
2 A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity
being able to redeem invested capital. It is not a recommendation to buy, sell or hold securities and may be revised or
withdrawn by the rating agency at any time.
3 Standard & Poor's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the
European Parliament and of the Council of 16 September 2009 on credit rating agencies, amended by Regulation (EC)
No 513/2011 of the European Parliament and of the Council of 11 March 2011 (the "CRA Regulation"). The European
Securities and Markets Authority publishes on its website (http://www.esma.europa.eu/page/List-registered-and-certified-
CRAs) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five
working days following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission
shall publish that updated list in the Official Journal of the European Union within 30 days following such update.