Obligation FMC Finance 7 S.A. 5.25% ( XS0576395478 ) en EUR

Société émettrice FMC Finance 7 S.A.
Prix sur le marché 100 %  ▼ 
Pays  Allemagne
Code ISIN  XS0576395478 ( en EUR )
Coupon 5.25% par an ( paiement semestriel )
Echéance 14/02/2021 - Obligation échue



Prospectus brochure de l'obligation FMC Finance VII S.A XS0576395478 en EUR 5.25%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 300 000 000 EUR
Description détaillée FMC Finance VII S.A. est une société anonyme luxembourgeoise spécialisée dans le financement et l'investissement, souvent impliquée dans des opérations de financement de sociétés de portefeuille.

L'Obligation émise par FMC Finance 7 S.A. ( Allemagne ) , en EUR, avec le code ISIN XS0576395478, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2021







OFFERING MEMORANDUM
FRESENIUS MEDICAL CARE US FINANCE, INC.
FMC FINANCE VII S.A.
$650,000,000 5.75% Senior Notes due 2021
E300,000,000 5.25% Senior Notes due 2021
Guaranteed on a senior basis by
Guaranteed on a senior basis by
Fresenius Medical Care AG & Co. KGaA,
Fresenius Medical Care AG & Co. KGaA,
Fresenius Medical Care Holdings, Inc. and
Fresenius Medical Care Holdings, Inc. and
Fresenius Medical Care Deutschland GmbH
Fresenius Medical Care Deutschland GmbH
Fresenius Medical Care US Finance, Inc. (the "Dollar Issuer"), is offering $650,000,000 aggregate principal amount of its 5.75% senior
notes due 2021 (the "Dollar-denominated Notes"). FMC Finance VII S.A. (the "Euro Issuer" and, together with the Dollar Issuer, the
"Issuers"), is offering A300,000,000 aggregate principal amount of its 5.25% senior notes due 2021 (the "Euro-denominated Notes" and,
together with the Dollar-denominated Notes, the "Notes"). The Dollar Issuer will pay interest on the Dollar-denominated Notes and the Euro
Issuer will pay interest on the Euro-denominated Notes semi-annually on February 15 and August 15 of each year, commencing August 15,
2011. The Dollar-denominated Notes and the Euro-denominated Notes will mature on February 15, 2021.
The Dollar-denominated Notes will be the senior unsecured obligations of the Dollar Issuer and will rank equally with all of its existing and
future senior unsecured indebtedness. The Euro-denominated Notes will be the senior unsecured obligations of the Euro Issuer and will rank
equally with all of its existing and future senior unsecured indebtedness. The Dollar-denominated Notes and Euro-denominated Notes will each
be guaranteed on a senior unsecured basis by Fresenius Medical Care AG & Co. KGaA (the "Company"), Fresenius Medical Care Holdings, Inc.
and Fresenius Medical Care Deutschland GmbH (together with the Company, the "Guarantors"). Other subsidiaries of Fresenius Medical Care
AG & Co. KGaA will not guarantee the Notes. The Notes and the guarantees will be effectively subordinated to all secured indebtedness of the
Issuers and the Guarantors to the extent of the value of the collateral securing such indebtedness and structurally subordinated to all liabilities of
Fresenius Medical Care AG & Co. KGaA's subsidiaries that are not guaranteeing the Notes.
The Notes are subject to the redemption provisions as set out elsewhere in this offering memorandum.
The Company has applied to list the Notes on the Official List of the Luxembourg Stock Exchange and for admission for trading on the
Euro MTF Market.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 16.
Dollar-denominated Notes Issue Price: 99.060%
Euro-denominated Notes Issue Price: 100.000%
Delivery of the Dollar-denominated Notes to investors in book entry form was made on February 3, 2011 through the Depository
Trust Company and delivery of the Euro-denominated Notes in book-entry form was made on February 3, 2011 through Euroclear and
Clearstream.
This offering memorandum constitutes a prospectus for the purpose of the Luxembourg Law of July 10, 2005 on Prospectuses for Securities.
The Notes have not been registered under the Securities Act or any U.S. state securities laws and may not be offered or sold within
the United States or to, or for the account or benefit of, any U.S. person except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only (a) outside the
United States to non-U.S. persons in compliance with Regulation S under the Securities Act and (b) to "qualified institutional buyers"
as defined in Rule 144A under the Securities Act. For details about eligible offers, deemed representations and agreements by
investors and transfer restrictions, see "Transfer Restrictions."
ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS
IMPLEMENTED DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") MUST BE FOR A MINIMUM PURCHASE PRICE
OR MINIMUM CONSIDERATION OF AT LEAST EURO 50,000 OR THE U.S. DOLLAR EQUIVALENT OR ADDRESSED TO
QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE) OR MUST BE MADE IN GERMANY UNDER THE
CONDITIONS OF SECTIONS 3 OR 4 OF THE SECURITIES PROSPECTUS ACT (Wertpapierprospektgesetz WpPG) OF THE
FEDERAL REPUBLIC OF GERMANY.
Global Coordinator
Lead Manager and Bookrunner
BofA Merrill Lynch
Joint Lead Managers and Bookrunners for the
Joint Lead Managers and Bookrunners for the
Dollar-denominated Notes
Euro-denominated Notes
Deutsche Bank
Barclays Capital
J.P. Morgan
Deutsche Bank
Commerzbank
Crédit Agricole CIB
Co-Lead Managers for the Dollar-denominated Notes
Co-Lead Managers for the Euro-denominated Notes
BNP PARIBAS
DnB NOR Markets
HSBC
DZ BANK AG
Landesbank Baden-Wu¨rttemberg
RBC Capital Markets
Scotia Capital
Mediobanca
Société Générale Corporate and Investment Banking
SunTrust Robinson Humphrey
Wells Fargo Securities
The Royal Bank of Scotland
WestLB AG
The date of this offering memorandum is February 22, 2011


You should rely only on the information contained in this offering memorandum. We have not authorized
any person to provide you with any information or represent anything about us 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 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.
TABLE OF CONTENTS
Page
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Notice to New Hampshire Residents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
Notice to Investors in the European Economic Area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
Notice to Investors in the United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Notice to Certain Other European Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Non-GAAP Financial Measures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Forward-Looking Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
Market and Industry Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
The Issuers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Selected Historical Consolidated Financial and Other Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . .
35
Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
Description of Certain Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
121
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
124
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
150
Certain Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
164
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
168
Service of Process and Enforceability of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
171
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
171
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
171
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
IN CONNECTION WITH THIS OFFERING, MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED WITH RESPECT TO THE DOLLAR-DENOMINATED NOTES AND MERRILL
LYNCH INTERNATIONAL WITH RESPECT TO THE EURO-DENOMINATED NOTES, EACH A
"STABILIZING MANAGER", AND ANY PERSON ACTING FOR THEM MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
APPLICABLE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL
FOR A LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER, THERE IS NO OBLIGATION
ON MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED OR MERRILL LYNCH
INTERNATIONAL OR ANY AGENT FOR THEM 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.
i


NOTICE TO INVESTORS
We have prepared this offering memorandum solely for use in connection with the offering of the Notes. We
have submitted this offering memorandum to a limited number of qualified institutional investors and persons
outside the United States so that they may consider a purchase of the Notes. This offering memorandum does not
constitute an offer to the public generally to subscribe for or otherwise acquire securities.
By accepting delivery of this offering memorandum, you agree to the foregoing.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information set forth in this offering memorandum. Nothing contained in this 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 offering memorandum.
Except as provided below, we accept responsibility for the information contained in this offering
memorandum. To the best of our knowledge and belief, the information contained in this offering memorandum
is in accordance with the facts and does not omit anything likely to affect the import of such information. The
information contained under the heading "Quantitative and Qualitative Disclosures About Market Risks --
Management of Foreign Exchange and Interest Rate Risks -- Foreign Exchange Risk" includes extracts from
information and data publicly released by official and other sources. While we accept responsibility for accurately
summarizing the information concerning exchange rate information, we accept no further responsibility in respect
of such information. The information set out in relation to sections of this offering memorandum describing clearing
arrangements, including the section entitled "Book-Entry, Delivery and Form," is subject to any change in or
reinterpretation of the rules, regulations and procedures of The Depository Trust Company, Euroclear and
Clearstream as currently in effect. While we accept responsibility for accurately summarizing the information
concerning The Depository Trust Company, Euroclear and Clearstream, we accept no further responsibility in
respect of such information. In addition, this offering memorandum contains summaries believed to be accurate
with respect to certain documents, but reference is made to the actual documents for complete information. All such
summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made
available to prospective investors upon request to us.
None of the Dollar Issuer, the Euro Issuer, the guarantors, the initial purchasers, the Trustee, or any of our or
their respective representatives, affiliates, advisers or agents is making any representation to you regarding the
legality of an investment in the Notes, and you should not construe anything in this offering memorandum as legal,
business or tax advice. You should consult your own advisors as to the legal, tax, business, financial and related
aspects of an investment in 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 offering memorandum, and you must obtain all applicable
consents and approvals. None of the Dollar Issuer, the Euro Issuer, the guarantors, the initial purchasers or the
Trustee or any of their affiliates shall have any responsibility for any of the foregoing legal requirements.
We are offering the Notes in reliance on an exemption from registration under the Securities Act of 1933, as
amended (the "Securities Act") and in an offshore transaction pursuant to Regulation S under the Securities Act for
offers and sales of securities that do not involve a public offering. The Notes may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act
and any applicable U.S. state securities laws. You must comply with all applicable laws and regulations in force in
any applicable jurisdiction, and you must obtain any consent, approval or permission required for the purchase,
offer or sale by you of the Notes under the laws and regulations in force in the jurisdictions to which you are subject
or in which you make such purchase, offer or sale, and neither we nor the initial purchasers will have any
responsibility therefor.
The Notes are subject to restrictions on offers, sales and transfers, which are described under "Notice to
Investors in the European Economic Area," "Notice to Investors in the United Kingdom," "Notices to Certain Other
European Investors" and "Notice to New Hampshire Residents." By possessing this offering memorandum or
purchasing any Notes, you will be deemed to have represented and agreed to all of the provisions contained in those
sections of this offering memorandum. You may be required to bear the financial risks of this investment for an
indefinite period of time.
ii


Each person receiving this 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 or incorporated by reference in this 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 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
offering memorandum, in connection with an investor's examination of us and the terms of this offering.
Neither the U.S. Securities and Exchange Commission nor any state or foreign securities regulator has
approved or disapproved of these securities or determined that this offering memorandum is accurate or
complete. Any representation to the contrary is a criminal offense in the United States.
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 reserve the right to
reject any offer to purchase the Notes in whole or in part for any reason or for no reason and to allot to any
prospective purchaser less than the full amount of the Notes sought by such purchaser.
The offering memorandum may only be used for the purpose for which it has been established.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED
("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF
STATE 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 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 which are the subject of the
offering contemplated by the offering memorandum to the public in that Relevant Member State other than:
(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 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 Dealer or Dealers nominated by the relevant Issuer for any such offer; or
iii


(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall require the Issuers or any initial purchaser to publish a prospectus pursuant
to Article 3 of the Prospectus Directive.
For the purposes of this provision, 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 the
Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in
that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes
any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending
Directive" means Directive 2010/73/EU.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
Each initial purchaser has represented and agreed that:
(a) (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not
offer or sell the Notes other than to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is
reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the
purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of
Section 19 of the FSMA by the Issuers;
(b) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21
of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which
Section 21(1) of the FSMA does not apply to the Issuers or the Guarantors; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
NOTICE TO CERTAIN OTHER EUROPEAN INVESTORS
France
This offering memorandum has not been prepared in the context of a public offering in France within the
meaning of Article L.41 1-1 of the Code monétaire et financier and therefore has not been approved by, registered or
filed with the Autorité des Marchés Financiers (the "AMF"). Consequently, the Notes are not being offered, directly or
indirectly, to the public in France and this offering memorandum has not been and will not be released, issued or
distributed or caused to be released, issued or distributed to the public in France or used in connection with any offer
for subscription or sale of the Notes to the public in France.
The Notes may only be offered or sold in the Republic of France to qualified investors (investisseurs qualifies)
or to 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), to the exclusion of any
individuals (cercle restraint d'investisseurs) all as defined in and in accordance with articles L.41 1-2 and D. 411-1
to D. 411-4 of the French Code Monétaire et Financier.
Prospective investors are informed that:
(i) this offering memorandum has not been submitted for clearance to the French Financial Market
Authority (Autorité des Marchés Financiers);
iv


(ii) in compliance with Articles D. 411-1 to D. 411-4 of the French Code Monétaire et Financier, any
investors subscribing for the Notes should be acting for their own account; and
(iii) the direct and indirect distribution or sale to the public of the Notes acquired by them may only be
made in compliance with articles L.411-1, L.411-2, L412-1 and L.621-8 to L.621-8-3 of the French Code
Monétaire et Financier.
Germany
The offering of the Notes is not a public offering in the Federal Republic of Germany. The Notes may be
offered and sold in the Federal Republic of Germany only in accordance with the provisions of the Securities
Prospectus Act of the Federal Republic of Germany (the "Securities Prospectus Act", Wertpapierprospektgesetz
WpPG) and any other applicable German law. Consequently, in Germany the Notes will only be available (i) to, and
this offering memorandum and any other offering material in relation to the Notes is directed only at, persons who
are qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the Securities Prospectus
Act; or (ii) under any other circumstances that do not require the publication of a prospectus pursuant to Section 3
paragraph 2 of the Securities Prospectus Act. Any resale of the Notes in Germany may only be made in accordance
with the Securities Prospectus Act and other applicable laws.
Italy
The offering of the Notes has not been registered pursuant to the Legislative Decree No. 58 of February 24,
1998 (the "Financial Services Act") and, accordingly, in the Republic of Italy the Notes may not be offered, sold or
delivered, nor may copies of this offering memorandum or of any other document relating to the Notes be
distributed in the Republic of Italy, except:
(i) to qualified investors (investitori qualificati), as defined in Article 34-ter of Commissione Nazionale
per la Società e le Borsa Regulation No. 11971 of May 14, 1999 ("Regulation 11971"), as amended; or
(ii) in the other circumstances which are exempted from the rules on offers to the public pursuant to
Article 100 of the Financial Services Act and Article 34-ter, first paragraph, of Regulation 11971, as amended.
Any offer, sale or delivery of the Notes or distribution of copies of this offering memorandum or any other
document relating to the Notes in the Republic of Italy under (i) or (ii) above must be:
(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the
Republic of Italy in accordance with Legislative Decree No. 385 of September, 1, 1993 (the "Banking Act"),
the Financial Services Act, the regulations implementing the Financial Services Act and any other applicable
laws and regulations; and
(ii) in compliance with any and all other applicable laws and regulations.
Luxembourg
This offering memorandum has not been prepared in connection with a public offering of the Notes as defined
in article 2 (1.) (I) of the law of July 10, 2005 on the prospectus for securities and has therefore not been approved by
the supervisory authority of the financial sector Commission de Surveillance du Secteur Financier. The offering of
the Notes shall not constitute a public offering in Luxembourg.
Spain
The Notes may not be offered or sold in Spain except in accordance with the requirements of the Spanish Securities
Market Law (Ley 24/1988, de 28 de Julio del Mercado de Valores) as amended and restated and Royal Decree
1310/2005 of November 4 on matters of the admittance or negotiation of securities in official stock exchanges, of public
sale and subscription offerings and the required brochure for such purposes (Real Decreto 1310/2005, de 4 de
noviembre, en materia de admisión o negociación de valores en mercados secundarios oficales, ofertas públicas de
venta o suscripción y del folleto exigible a tales efectos) as amended and restated ("R.D. 1310/2005"), and subsequent
legislation.
v


This offering memorandum is neither approved nor registered in the administrative registries of the Comisión
Nacional del Mercado de Valores, and therefore a public offer for subscription of the Notes will not be carried out in
Spain. Notwithstanding that and in accordance with Article 30 bis 1 of the Spanish Securities Market Law and
Article 38 of R.D. 1310/2005, a private placement of the Notes addressed exclusively to institutional investors (as
defined in Article 39 of R.D. 1310/2005) may be carried out in accordance with the requirements of
R.D. 1310/2005.
NON-GAAP FINANCIAL MEASURES
EBITDA, as presented in this offering memorandum, is a supplemental measure of our performance that is not
required by, or presented in accordance with, accounting principles generally accepted in the United States
("U.S. GAAP"). It is not a measurement of our financial performance under U.S. GAAP and should not be
considered as an alternative to net income or any other performance measures derived in accordance with
U.S. GAAP or as an alternative to cash flows from operating activities.
We define "EBITDA" as operating income plus depreciation and amortization. We caution investors that
amounts presented in accordance with our definition of EBITDA may not be comparable to similar measures
disclosed by other issuers, because not all issuers and analysts calculate EBITDA in the same manner, and may not
be presented in accordance with the SEC's rules regarding the use of non-GAAP financial measures. We present
EBITDA because it is the basis for determining compliance with certain covenants contained in our syndicated
credit facility (the "Amended 2006 Senior Credit Agreement"), our 67/8% Senior Notes due 2017 (the "67/8% Senior
Notes"), our 5.50% Senior Notes due 2016 (the "5.50% Senior Notes"), our Euro-denominated notes due 2012 and
2014 (the "Euro Notes"), our European Investment Bank ("EIB") credit facilities due 2013 and 2014 and our
U.S. Dollar-denominated and Euro-denominated trust preferred securities due 2011 (the "Trust Preferred
Securities"). You should not consider EBITDA to be an alternative to net earnings determined in accordance
with U.S. GAAP or to cash flow from operations, investing activities or financing activities. In addition, not all
funds depicted by EBITDA are available for management's discretionary use. For example, a substantial portion of
such funds is subject to contractual restrictions and functional requirements for debt service, to fund necessary
capital expenditures and to meet other commitments from time to time as described in more detail elsewhere in our
public filings. For a reconciliation of EBITDA to cash flow provided by operating activities, which we consider to
be our most directly comparable U.S. GAAP financial measure, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital Resources -- Debt Covenant
Disclosure -- EBITDA."
CERTAIN DEFINED TERMS
In this offering memorandum, (1) the "Company" refers to both Fresenius Medical Care AG prior to the
transformation of legal form discussed under "Summary -- History" below and to Fresenius Medical Care AG &
Co. KGaA after the transformation; (2) "we", "us" and "our" refers either to the Company or the Company and its
subsidiaries on a consolidated basis both before and after the transformation, as the context requires; (3) "Fresenius
Medical Care AG" and "FMC-AG" refers to the Company as a German stock corporation before the transformation
of legal form and "FMC-AG & Co. KGaA" refers to the Company as a German partnership limited by shares after
the transformation; (4) "FMCH" and "D-GmbH" refer, respectively, to Fresenius Medical Care Holdings, Inc., the
holding company for our North American operations and a guarantor of the Notes and to Fresenius Medical Care
Deutschland GmbH, one of our German subsidiaries and a guarantor of the Notes; (5) "Fresenius SE" refers to
Fresenius SE, a European Company (Societas Europaea) previously Fresenius AG, a German stock corporation
which owns 100% of the share capital of our general partner and approximately 35.8% of our ordinary shares as of
September 30, 2010 (and which, prior to the transformation of our legal form, held approximately 51.8% of our
ordinary shares), and refers to that company both before and after the conversion of Fresenius AG from a stock
corporation into a European Company on July 13, 2007; and (6) "Management AG" refers to Fresenius Medical
Care Management AG, the Company's general partner and a wholly owned subsidiary of Fresenius SE.
vi


FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements within the meaning of Section 27A of the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, the "Exchange Act". When
used in this offering memorandum, the words "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates" and similar expressions are generally intended to identify forward looking statements. 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 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 forward-looking statements involve risks,
uncertainties, assumptions and other factors which could cause actual results, including our financial condition and
profitability, to differ materially and be more negative than the results expressly or implicitly described in or
suggested by these statements. Moreover, forward-looking estimates or predictions derived from third parties'
studies or information may prove to be inaccurate. Consequently, we cannot give any assurance regarding the future
accuracy of the opinions set forth in this 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 governmental and commercial insurer reimbursement for our products and services, including
the mandated change in the United States beginning in 2011 to an expanded "bundled" Medicare
reimbursement system for dialysis services;
·
reductions in erythropoietin, or EPO, utilization or EPO reimbursement, changes in utilization patterns for
other pharmaceuticals, and increases 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;
·
the impact of currency fluctuations;
·
introduction of generic or new pharmaceuticals that compete with our pharmaceutical products; and
·
changes in raw material and energy costs.
Important factors that could contribute to such differences are noted in this offering memorandum in the
sections entitled "Risk Factors," "Business," and "Management's Discussion and Analysis of Financial Condition
and Results of Operations," in Note 19, "Legal Proceedings," of the Notes to our audited consolidated financial
statements, and in Note 11, "Commitments and Contingencies," of the Notes to our unaudited consolidated
financial statements.
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
vii


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."
MARKET AND INDUSTRY DATA
This offering memorandum contains patient and other statistical data related to end-stage renal disease and
treatment modalities, including estimates regarding the size of the patient population and growth in that population.
These data have been compiled using our Market & Competitor Survey ("MCS"), an internal information tool we
created to collect, analyze and communicate relevant market and competition data on the global dialysis market that
utilizes annual country-by-country surveys and publicly available information from our competitors. See
"Summary -- Renal Industry Overview." While we believe the information obtained in our surveys and competitor
publications to be reliable, we have not independently verified the data or any assumptions our MCS is derived from
on which the estimates they contain are based. All information not attributed to publicly available information such
as national and multinational renal registries, publications of official organizations or annual reports of other
companies in the healthcare industry is unaudited. Market data not attributed to a specific source are our estimates,
compiled using our MCS.
viii


SUMMARY
The following is a summary of the more detailed information appearing elsewhere in this offering
memorandum. This summary is not complete and does not contain all of the information you should consider.
You should carefully read this entire offering memorandum, including the "Risk Factors" section and the financial
statements and the related notes. Unless the context otherwise requires or as otherwise indicated, "we," "us,"
"our" and similar terms, as well as references to "the Company" and "FMC-AG & Co. KGaA," include all of our
consolidated subsidiaries including the Issuers. The "Dollar Issuer" refers to Fresenius Medical Care US Finance,
Inc. as the issuer of the Dollar-denominated Notes offered hereby and the "Euro Issuer" refers to FMC Finance VII
S.A., as the issuer of the Euro-denominated Notes offered hereby, and "Issuers" refers to the Dollar Issuer and the
Euro Issuer. You will find definitions of the capitalized terms used in this offering memorandum in the section
entitled "Description of the Notes" as well as elsewhere in this offering memorandum.
Our Company
Our Business
Based on publicly reported sales and number of patients treated, we are the world's largest kidney dialysis company,
operating in both the field of dialysis products and the field of dialysis services. See "Renal Industry Overview" below, for a
description of our internal information data gathering tool. Our dialysis business is vertically integrated, providing dialysis
treatment at our own dialysis clinics and supplying these clinics with a broad range of products. In addition, we sell dialysis
products to other dialysis service providers. At September 30, 2010, we provided dialysis treatment to 210,191 patients in
2,716 clinics worldwide located in more than 35 countries. In the U.S. we also perform clinical laboratory testing and
provide inpatient dialysis services and other services under contract to hospitals. In the nine months ended September 30,
2010, we provided approximately 23.4 million dialysis treatments, an increase of approximately 7% over the comparable
period of 2009, and in 2009, we provided approximately 29.4 million dialysis treatments, an increase of approximately 6%
compared to 2008. We also develop and manufacture a full range of equipment, systems and disposable products, which we
sell to customers in more than 120 countries. For the year ended December 31, 2009, we had net revenues of $11.2 billion, a
6% increase (9% in constant currency) over 2008 revenues and EBITDA of $2.2 billion. For the twelve months ended
September 30, 2009, we had net revenues of $11.8 billion and EBITDA of $2.3 billion. We derived 68% of our revenues for
the twelve months ended December 31, 2009 from our North American operations and 32% from our International
operations, which include our operations in Europe (22%), Latin America (4%) and Asia Pacific (6%). Our ordinary shares
and our preference shares are listed on the Frankfurt Stock Exchange and American Depositary Receipts evidencing our
ordinary shares and our preference shares are listed on the New York Stock Exchange. On January 17, 2011 we had an
equity market capitalization of approximately $17.1 billion.
We use the insight we gain when treating patients in developing new and improved products. We believe that
our size, our activities in both dialysis care and dialysis products and our concentration in specific geographic areas
allow us to operate more cost-effectively than many of our competitors.
The following table summarizes net revenues for our North America segment and our International segment as
well as our major categories of activity for the nine-month periods ended September 30, 2010 and 2009 and the
three years ended December 31, 2009, 2008 and 2007.
For the nine
months ended
Three years ended
September 30,
December 31,
2010
2009
2009
2008
2007
(in millions)
North America
Dialysis Care . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$5,441
$4,995
$6,794
$6,247
$6,002
Dialysis Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
617
605
818
758
661
6,058
5,600
7,612
7,005
6,663
International
Dialysis Care . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,275
1,129
1,556
1,490
1,211
Dialysis Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,553
1,483
2,079
2,117
1,846
2,828
2,612
3,635
3,607
3,057
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