22. Senior Notes

As of December 31, 2009, Senior Notes of the Fresenius Group consisted of the following:

        Book value in million €
  Notional amount Maturity Interest rate 2009 2008
Fresenius Finance B.V. 2003 / 2009 € 100 million April 30, 2009 7.50 % 0 100
Fresenius Finance B.V. 2006 / 2013 € 500 million Jan 31, 2013 5.00 % 500 500
Fresenius Finance B.V. 2006 / 2016 € 650 million Jan 31, 2016 5.50 % 639 500
Fresenius US Finance II, Inc. 2009 / 2015 € 275 million July 15, 2015 8.75 % 259 0
Fresenius US Finance II, Inc. 2009 / 2015 US$ 500 million July 15, 2015 9.00 % 326 0
FMC Finance III S.A. 2007 / 2017 US$ 500 million July 15, 2017 6 7/8 % 342 354
Senior Notes       2,066 1,454

        Book value in million €
  Notional amount Maturity Interest rate 2009 2008
Fresenius Finance B.V. 2003 / 2009 € 100 million April 30, 2009 7.50 % 0 100
Fresenius Finance B.V. 2006 / 2013 € 500 million Jan 31, 2013 5.00 % 500 500
Fresenius Finance B.V. 2006 / 2016 € 650 million Jan 31, 2016 5.50 % 639 500
Fresenius US Finance II, Inc. 2009 / 2015 € 275 million July 15, 2015 8.75 % 259 0
Fresenius US Finance II, Inc. 2009 / 2015 US$ 500 million July 15, 2015 9.00 % 326 0
FMC Finance III S.A. 2007 / 2017 US$ 500 million July 15, 2017 6 7/8 % 342 354
Senior Notes       2,066 1,454

In June 2009, Fresenius Finance B.V. has placed a tap in an amount of € 150 million to the Senior Notes which are due in 2016. The proceeds were used to repay short-term debt.

The Senior Notes issued by Fresenius Finance B.V. which matured on April 30, 2009 were repaid on schedule.

Fresenius US Finance II, Inc., a wholly-owned subsidiary of Fresenius SE, has issued unsecured Senior Notes in January 2009. The Notes comprise a US dollar tranche with a notional amount of US$ 500 million and a euro tranche with a notional amount of € 275 million. Both tranches will mature in 2015. Proceeds of the Senior Notes offering in an amount of approximately US$ 800 million were used to repay the Bridge Credit Agreement entered into in connection with the acquisition of APP, to repay other debt and for general corporate purposes.

The Senior Notes of Fresenius Finance B.V. maturing in 2016 may be redeemed at the option of the issuer from January 31, 2011 onwards. The respective redemption prices have already been fixed at the date of issuance in the indentures.

All Senior Notes of Fresenius Finance B.V. and of Fresenius US Finance II, Inc. are guaranteed by Fresenius SE, Fresenius Kabi AG and Fresenius ProServe GmbH. Fresenius SE has agreed to a number of covenants to provide protection to the bondholders, which, under certain circumstances, partly restrict the scope of action of Fresenius SE and its subsidiaries (excluding FMC-AG & Co. KGaA and its subsidiaries). These covenants include, amongst other things, restrictions on further debt that can be raised, the payment of dividends, the volume of capital expenditure, the redemption of subordinated liabilities and the mortgaging or sale of assets. Some of these restrictions are lifted automatically when the rating of the respective Notes reaches investment grade. In the event of non-compliance with the terms of the Senior Notes, the bondholders (owning in aggregate more than 25 % of the outstanding Senior Notes) are entitled to call the Senior Notes and demand immediate repayments plus interest. As of December 31, 2009, the Fresenius Group was in compliance with all of its covenants.

The Senior Notes of FMC Finance III S.A., a wholly-owned subsidiary of FMC-AG & Co. KGaA, are guaranteed on a senior basis jointly and severally by FMC-AG & Co. KGaA and by its subsidiaries FMCH and FMC D-GmbH. Fresenius Medical Care may redeem the Senior Notes at any time at 100 % of principal amount plus accrued interest and a premium calculated pursuant to the terms of the indenture. The holders have a right to request that Fresenius Medical Care repurchases the Senior Notes at 101 % of principal amount plus accrued interest upon the occurrence of a change of control followed by a decline in the rating of the Senior Notes.

On January 20, 2010, FMC-AG & Co. KGaA’s wholly-owned subsidiary, FMC Finance VI S.A. (Finance VI), issued € 250 million of senior unsecured notes with a coupon of 5.50 % at an issue price of 98.66 %. The Senior Notes have a yield to maturity of 5.75 % and are due July 15, 2016. Finance VI may redeem the Senior Notes at any time at 100 % of principal plus accrued interest and a premium calculated pursuant to the terms of the identure. The holders have a right to request that Finance VI repurchase the Senior Notes at 101 % of principal plus accrued interest upon the occurrence of a change of control followed by a decline in the rating of the Senior Notes.

Proceeds were used to repay short-term indebtedness and for general corporate purposes. The Senior Notes will be guaranteed on a senior basis jointly and severally by FMC-AG & Co. KGaA, FMCH and FMC D-GmbH.

QUICKFINDER