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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

 

  • Largest component of the acquisition financing for Quirónsalud
  • Four tranches with volumes of €700 and €500 million

Fresenius today successfully placed unsecured notes with an aggregate volume of €2.6 billion, split in four tranches with different maturities:

  • €700 million notes with a 5-year maturity and a coupon of 0.875% were issued at a price of 99.732% resulting in a yield of 0.930%,
  • €700 million notes with a 7-year maturity and a coupon of 1.500% were issued at a price of 99.875% and have a yield of 1.519%,
  • €700 million notes with a 10-year maturity and a coupon of 2.125% were issued at a price of 99.359% resulting in a yield of 2.197%,
  • €500 million notes with a 15-year maturity and a coupon of 3.000% were issued at a price of 99.275% and have a yield of 3.061%. With the 15-year tranche, Fresenius for the first time issued notes with a maturity longer than 10 years.

The transaction was very well received by investors and substantially oversubscribed.

The proceeds will be used to fund the acquisition of Quirónsalud, Spain’s largest private hospital operator, and for general corporate purposes.

The average maturity across all tranches is approx. 8.8 years with an average yield of approx. 1.8%. With this notes issuance, the average interest rate over all financing instruments used for the acquisition of Quirónsalud will be significantly below the originally projected 2.0%.

The notes were drawn under the newly established Fresenius European Medium Term Note (EMTN) Programme and issued by Fresenius Finance Ireland plc., a wholly owned subsidiary of Fresenius SE & Co. KGaA. The programme enables Fresenius to issue notes in various currencies and maturities in a standardized format.

Fresenius has applied to the Luxembourg Stock Exchange to admit the notes to trading on its regulated market.

 

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America (the “United States”) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.

 

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus to be issued by the company in connection with the offering of such securities. Copies of the prospectus will, following publication, be available free of charge from Fresenius SE & Co. KGaA at Else-Kröner Strasse 1, 61352 Bad Homburg, Germany.

 

 

This announcement has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area (EEA) which has implemented the Prospectus Directive (2003/71/EC), as amended (each, a Relevant Member State) will be made pursuant the prospectus prepared by Fresenius SE & Co. KGaA and Fresenius Finance Ireland Public Limited Company or pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Neither Fresenius SE & Co. KGaA nor Fresenius Finance Ireland Public Limited Company have authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for Fresenius SE & Co. KGaA and Fresenius Finance Ireland Public Limited Company or any other person to publish or supplement a prospectus for such offer.

 

This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who 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 (the “Order”) or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as “relevant persons”). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Neither Fresenius SE & Co. KGaA nor Fresenius Finance Ireland Public Limited Company undertake any responsibility to update the forward-looking statements in this announcement.

 

Fresenius successfully placed €1.0 billion of Schuldschein Loans. Given the substantial investor demand, the volume of the issuance was significantly upsized. The Schuldschein Loans were issued in tranches of five, seven and ten years with fixed and variable interest rates. The proceeds will be used general corporate purposes and the acquisition of Quirónsalud. Funding of the transaction will be on January 31, 2017. More than 230 investors participated. The placement was arranged by Bayerische Landesbank, Deutsche Bank AG, DZ BANK and NORD/LB Norddeutsche Landesbank Girozentrale.

Fresenius increased its 2013 Senior Credit Agreement by €1.2 billion incremental facilities as a further step to fund the acquisition of IDC Salud Holding S.L.U. (Quironsalud) by Fresenius Helios. A bridge facility of €3.75 billion was already signed in September 2016. The incremental facilities consist of an incremental term loan A of €900 million and an incremental revolving facility of €300 million. The transaction was well received by investors and substantially oversubscribed. More than 40 financial institutions participated.

Following Fresenius’ announcement to acquire the largest Spanish hospital operator Quirónsalud, the rating agencies Standard & Poor’s (BBB-, stable), Moody’s (Baa3, stable) and Fitch (BBB-, stable) are affirming the corporate credit ratings of Fresenius.

 

Moody’s Investors Service has upgraded the corporate credit rating of Fresenius from Ba1 to Baa3 with a stable outlook.

The upgrade reflects Moody's view that Fresenius' business profile has improved over the last years supported by higher business and geographical diversification and increased scale as well as a strong track record of profitable growth and deleveraging post acquisitions.

In January 2015, Standard & Poor’s upgraded the corporate credit rating of Fresenius from previously BB+ to BBB- with a stable outlook.

Fresenius continues to view itself as an active consolidator in its markets and will continue to focus on financing acquisitions primarily with debt.

 

 

This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN


 

Fresenius successfully placed US$300 million of senior unsecured notes with a maturity of 7 years.

The notes have a coupon of 4.50% and were issued at par.

The transaction was very well received by investors and substantially oversubscribed.

Fresenius US Finance II, Inc., a wholly owned subsidiary of Fresenius SE & Co. KGaA, offered the senior notes through a private placement to institutional investors.

Fresenius has applied to the Luxembourg Stock Exchange to admit the senior notes to trading on its regulated market.

 

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America (the “United States”) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus to be issued by the company in connection with the offering of such securities. Copies of the prospectus will, following publication, be available free of charge from Fresenius SE & Co. KGaA at Else-Kröner Strasse 1, 61352 Bad Homburg, Germany. The Notes have already been sold.

This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who 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 (the “Order”) or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as “relevant persons”). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN



Fresenius intends to issue US$300 million of senior unsecured notes with a maturity of 7 years.

The proceeds of this offering will be used to refinance short-term debt, extending our maturity profile.

Fresenius US Finance II, Inc., a wholly owned subsidiary of Fresenius SE & Co. KGaA, will issue and offer the senior notes through a private placement with institutional investors.

Fresenius has applied to the Luxembourg Stock Exchange to admit the senior notes to trading on its regulated market.

 

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America (the “United States”) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.

This announcement is an advertisement and not a prospectus. There will be no public offer of the Notes.

This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who 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 (the “Order”) or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as “relevant persons”). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.

 

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