'Paderborn' was the German third and finally successful naval endeavour to transfer the battle-cruiser Scharnhorst and escorting destroyers from the Baltic to the waters of German-occupied northern Norway (8/11 May 1943).

Scharnhorst was initially escorted from Gdynia in the Baltic by the destroyer Z 28, which was supplemented off the south-western tip of Norway by the destroyers Friedrich Ihn, Erich Steinbrinck and Richard Beitzen as well as the torpedo boats Greif, Jaguar, T 16, T 20 and T 21. Taking advantage of stormy weather, Scharnhorst steamed to the north-north-west to reach Bergen on 8 March, and then proceeded to Trondheim, but the severity of the weather meant that all the lighter warships were damaged.

On 10/11 March the heavy cruiser (ex-pocket battleship) Lützow and destroyers Theodor Riedel and Z 31 moved to the Käfjord near Narvik, and on 11/12 March Scharnhorst and the battleship Tirpitz followed with the destroyers Z 28, Paul Jacobi and Karl Galster as well as the torpedo boats Jaguar and Greif to join Lützow and the light cruiser Nürnberg.

The heavy ships then steamed to the Altafjord in northern Norway between 22 and 24 March.

Meanwhile, once British aerial reconnaissance had discovered that Scharnhorst had departed Gdynia in the Baltic, Admiral Sir Bruce Fraser, commanding the Home Fleet, sailed to Hvalfjörður in Iceland with the modern battleship Anson to be ready for any German effort to break out into the North Atlantic. At the same time the fleet carriers Indomitable and Furious, in the Clyde, were brought to short notice, and the standard air and ship patrols were resumed in the Denmark Strait and in the Iceland/Færoes passage.

On 11 May Tirpitz was sighted leaving Trondheim in western Norway, and British air reconnaissance soon discovered that she, Scharnhorst and Lützow were all moored in the Altafjord in northern Norway.

Grossadmiral Karl Dönitz, commander-in-chief of he German navy, had by this time persuaded Adolf Hitler to revoke his 'irrevocable decision' to decommission the navy’s major warships, which Hitler had deemed a waste of resources and wished to take out of service so that their crews and armament could be used for other purposes, and the British were now faced with the most powerful concentration of German heavy warships yet assembled in the far north to threaten the Allies' Arctic convoys to and from northern Russia.