Fresenius Medical Care AG 6-K, filed Dec 18, 2024
Fresenius Medical Care AG (FMS)
About this 6-K
Fresenius Medical Care AG filed this 6-K on December 18, 2024.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of December 2024
Commission file number: 001-32749
FRESENIUS MEDICAL CARE AG
(Translation of registrant's name into English)
Else-Kröner Strasse 1
61346 Bad Homburg
Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBITS
The following exhibits are being furnished with this Report:
| Exhibit 99.1 | Notice Relating to Notes Issued by Fresenius Medical Care AG issued on December 18, 2024. |
| Exhibit 99.2 | List of USD Denominated 144A/Reg S Notes |
On December 18, 2024, Fresenius Medical Care AG (the Company) notified the holders of various issues of EURO-denominated notes issued by the Company under its €10 billion debt issuance program (together, the EMTN Notes) that Fresenius Medical Care Holdings, Inc. (FMCH), the Company’s wholly-owned subsidiary, is no longer an obligor under the Company’s Syndicated Credit Facility (the SCF), and that the termination of FMCH’s obligor status under the SCF automatically and unconditionally terminated FMCH’s guarantee of the EMTN Notes. In accordance with the Terms and Conditions of the EMTN Notes, the Company notified the holders by delivery of such notice of termination of the FMCH guarantee to the Luxembourg Stock Exchange (LSE), on which the EMTN Notes are listed. A copy of the Company’s notification to the LSE is being furnished as Exhibit 99.1 to this report.
Termination of FMCH as an obligor under the SCF also released and relieved FMCH from all of its obligations under its guarantees of four issues of US$-denominated notes (the 144A/Reg S Notes), as provided in Section 10.3 of the respective indentures under which the 144A/Reg S Notes were issued. A list of such 144A/Reg S Notes is being furnished as Exhibit 99.2 to this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DATE: December 18, 2024
| Fresenius Medical Care AG | ||
| By: | /s/ Helen Giza | |
| Name: | Helen Giza | |
| Title: | Chief Executive Officer and Chair of the Management Board | |
| By: | /s/ Martin Fischer | |
| Name: | Martin Fischer | |
| Title: | Chief Financial Officer and member of the Management Board |
Exhibit 99.1
Notice
relating to
EUR 500,000,000 1.500% Bonds 2018/2025 (XS1854532949)
EUR 600,000,000 0.625% Bonds 2019/2026 (XS2084497705)
EUR 500,000,000 1.250% Bonds 2019/2029 (XS2084488209)
EUR 500,000,000 1.000% Bonds 2020/2026 (XS2178769076)
EUR 750,000,000 1.500% Bonds 2020/2030 (XS2178769159)
EUR 750,000,000 3.875% Bonds 2022/2027 (XS2530444624)
issued by
Fresenius Medical Care AG
(formerly known as Fresenius Medical Care AG & Co. KGaA)
("Issuer")
under the Issuer's EUR 10,000,000,000 Debt Issuance Program
(together, "Notes")
18th December 2024
Fresenius Medical Care Holdings, Inc. ("Guarantor") provided a guarantee for the amounts payable under the Notes pursuant to § 2(3) (Guarantee) of the terms of conditions for the respective Notes ("Terms and Conditions") ("Guarantee").
Please be informed that, as of 26 November 2024, the Guarantor is no longer an obligor under the Issuer's syndicated credit facility dated 1 July 2021. Accordingly, on the above date, the Guarantee was automatically and unconditionally released in accordance with § 2(4) (Release of Guarantee) of the Terms and Conditions.
We hereby inform all holders of Notes of the release of the Guarantee in accordance with § 2(5) of the Terms and Conditions. It is not necessary for holders of the Notes to take any steps or actions in order to continue to receive payments of interest and principal in accordance with the Terms and Conditions.
***
| Responsible for this notice: | /s/ Martin Fischer |
Fresenius Medical Care AG |
/s/ Steffen Patzak |
| Else-Kröner-Str. 1 | |
| 61352 Bad Homburg | |
| www.freseniusmedicalcare.com |
No offer
This notice and the information it contains is being distributed in the United States of America for information purposes only. This notice does not constitute an offer of securities for sale in the United States of America or to, or for the account or benefit of, any U.S. person or in any other jurisdiction. The securities referred to in this notice have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended), and may not be offered or sold in the United States of America or any other jurisdiction absent registration or an applicable exemption from registration.
Fresenius Medical Care AG, Else-Kröner-Str. 1, 61352 Bad Homburg, Germany, T +49 6172 609-0
Commercial Register: Hof an der Saale, HRB 6841, VAT-ID No.: DE 811127677
Management Board: Helen Giza (Chair), Craig Cordola Ed.D., Martin Fischer, Jörg Häring, Franklin W. Maddux MD, Dr. Katarzyna Mazur-Hofsäß
Chair of Supervisory Board: Michael Sen
Bank Account: Commerzbank AG, Frankfurt/Main, IBAN: DE23 5008 0000 0711 6731 00, SWIFT/BIC: DRESDEFF501
Exhibit 99.2
List of 144A/Reg S Notes
| · | US$ 500,000,000 3.750% Notes due 2029 |
| · | US$ 1,000,000,000 2.375% Notes due 2031 |
| · | US$ 850,000,000 1.875% Notes due 2026 |
| · | US$ 650,000,000 3.000% Notes due 2031 |