24. Trust preferred securities

Fresenius Medical Care issued trust preferred securities through Fresenius Medical Care Capital Trusts, statutory trusts organized under the laws of the State of Delaware, United States. FMC-AG & Co. KGaA owns all of the common securities of these trusts. The sole asset of each trust is a senior subordinated note of FMC-AG & Co. KGaA or a wholly-owned subsidiary of FMC-AG & Co. KGaA. FMC-AG & Co. KGaA, FMC D-GmbH and FMCH have guaranteed payment and performance of the senior subordinated notes to the respective Fresenius Medical Care Capital Trusts. The trust preferred securities are guaranteed by FMC-AG & Co. KGaA through a series of undertakings by Fresenius Medical Care and FMCH and FMC D-GmbH.

The trust preferred securities entitle the holders to distributions at a fixed annual rate of the stated amount and are mandatorily redeemable after ten years. Earlier redemption at the option of the holders may also occur upon a change of control followed by a rating decline or defined events of default including a failure to pay interest. Upon liquidation of the trusts, the holders of trust preferred securities are entitled to a distribution equal to the stated amount. The trust preferred securities do not hold voting rights in the trust except under limited circumstances.

The indentures governing the notes held by the Fresenius Medical Care Capital Trusts contain affirmative and negative covenants with respect to Fresenius Medical Care and its subsidiaries and other payment restrictions. Some of the covenants limit Fresenius Medical Care’s indebtedness and its investments, and require Fresenius Medical Care to maintain certain ratios defined in the agreement. As of December 31, 2009, Fresenius Medical Care was in compliance with all financial covenants under all trust preferred securities agreements.

The trust preferred securities outstanding as of December 31, 2009 and 2008 were as follows:

  Year issued Stated amount Interest rate Mandatory
redemption date
2009
in million €
2008
in million €
Fresenius Medical Care Capital Trust IV 2001 US$ 225 million 7 7/ 8 % June 15, 2011 156 156
Fresenius Medical Care Capital Trust V 2001 € 300 million 7 3/ 8 % June 15, 2011 299 299
Trust preferred securities         455 455

  Year issued Stated amount Interest rate Mandatory
redemption date
2009
in million €
2008
in million €
Fresenius Medical Care Capital Trust IV 2001 US$ 225 million 7 7/ 8 % June 15, 2011 156 156
Fresenius Medical Care Capital Trust V 2001 € 300 million 7 3/ 8 % June 15, 2011 299 299
Trust preferred securities         455 455

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