Obbligazione Swiss Credit (New York Branch) 3.625% ( US22546QAP28 ) in USD

Swiss Credit (New York Branch)

99.834 USD ▼

Svizzera

US22546QAP28 ( in USD )

3.625% per anno ( pagato 2 volte l'anno)

09/09/2024 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Credit Suisse (New York Branch) US22546QAP28 in USD 3.625%, scaduta

250 000 USD

3 000 000 000 USD

22546QAP2

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

Credit Suisse (New York Branch) è una filiale della banca svizzera Credit Suisse Group AG, che offre una gamma completa di servizi finanziari alle aziende e ai clienti privati negli Stati Uniti.

L'obbligazione Credit Suisse (New York Branch) ISIN US22546QAP28, con CUSIP 22546QAP2, emessa in Svizzera per un totale di 3.000.000.000 USD, a scadenza 09/09/2024, con cedola semestrale del 3,625%, quotazione al 99,834% e taglio minimo di 250.000 USD, è giunta a scadenza ed è stata rimborsata, con rating S&P A e Moody's A2.

424B2 1 a2221340z424b2.htm 424B2
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TABLE OF CONTENTS
TABLE OF CONTENTS
Calculation of the Registration Fee

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)

$3,000,000,000 3.625% Fixed Rate Senior Notes due 2024

$3,000,000,000
$386,400

(1)
The total filing fee of $386,400 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-180300-03
PRICING SUPPLEMENT TO PROSPECTUS SUPPLEMENT DATED
MARCH 23, 2012 TO PROSPECTUS DATED MARCH 23, 2012
$3,000,000,000
Credit Suisse AG,
acting through its New York Branch
3.625% Senior Notes due 2024
Credit Suisse AG, a corporation organized under the laws of, and duly licensed as a bank in, Switzerland, which we refer to as the "Bank,"
acting through its New York branch, which we refer to as the "Branch," is offering its 3.625% Senior Notes due 2024, which we refer to as the
"Notes". The Notes will be a separate tranche of the senior medium-term notes, as described in the accompanying prospectus supplement and
prospectus.
The Notes will bear interest at a fixed rate of 3.625% per annum. We will pay interest on the Notes each March 9 and September 9. The first
interest payment on the Notes will be made on March 9, 2015. The Notes will mature on September 9, 2024.
We may redeem the Notes upon the occurrence of certain tax events at the principal amount of the Notes being redeemed plus accrued interest.
There is no sinking fund for the Notes.
The Notes will not be listed or displayed on any securities exchange or included in any interdealer market quotation system.
The Notes will constitute our unsecured obligations and will rank prior to all of our subordinated indebtedness and on an equal basis with all
of our other senior unsecured indebtedness as described herein.
Underwriting
Price to
Discounts and
Proceeds to

Public(1)

Commissions

the Bank(1)

Per Note

99.436%

0.450%

98.986%

Total
$2,983,080,000
$13,500,000

$2,969,580,000
(1)
Plus accrued interest, if any, from September 9, 2014.
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The Notes are not deposit liabilities and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the
United States, Switzerland or any other jurisdiction. The Notes do not have the benefit of any agency or governmental guarantee.
Credit Suisse Securities (USA) LLC, one of the underwriters, is an indirect subsidiary of the Bank. As a result of this conflict of interest, the
offering is being conducted in accordance with the applicable provisions of Rule 5121 of the Financial Industry Regulatory Authority, Inc.
("FINRA"). See "Underwriting--Conflicts of Interest."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this pricing supplement or the prospectus supplement or prospectus to which it relates is truthful or complete. Any
representation to the contrary is a criminal offense.
Delivery of the Notes in book-entry form will be made through The Depository Trust Company, which we refer to as "DTC," on or about
September 9, 2014. You may elect to hold interests in the Notes through either DTC (in the United States), or Clearstream Banking, société
anonyme, which we refer to as "Clearstream, Luxembourg," or Euroclear Bank, S.A./N.V., or its successor, as operator of the Euroclear System,
which we refer to as "Euroclear"(outside of the United States), if you are participants of such systems, or indirectly through organizations which are
participants in such systems. Interests held through Clearstream, Luxembourg and Euroclear will be recorded on DTC's books as being held by the
U.S. depositary for each of Clearstream, Luxembourg and Euroclear, which U.S. depositaries will in turn hold interests on behalf of their
participants' customers' securities accounts.
Credit Suisse
Lebenthal Capital Markets
MFR Securities, Inc. Mischler Financial Group, Inc.
Ramirez & Co., Inc.

The date of this pricing supplement is September 4, 2014
Table of Contents
In this pricing supplement, unless otherwise specified or the context otherwise requires, references to "we," "us," "our" and the "Bank" are to
Credit Suisse AG and references to the "Branch" are references to the Bank's New York branch.
We are responsible for the information contained and incorporated by reference in this pricing supplement and the accompanying
prospectus supplement and prospectus. We have not authorized anyone to provide you with information that is different and we take no
responsibility for any other information that others may give you. This pricing supplement and the accompanying prospectus supplement
and prospectus may only be used where it is legal to sell the Notes. You should assume that the information in this pricing supplement and
the accompanying prospectus supplement and prospectus is accurate as of the date of this pricing supplement only.
The Bank, acting through the Branch, is offering the Notes globally for sale in those jurisdictions in the United States, Europe, Asia and
elsewhere where it is lawful to make such offers. The distribution of this pricing supplement and the accompanying prospectus supplement and
prospectus and the offering of the Notes in some jurisdictions may be restricted by law. If you possess this pricing supplement and the
accompanying prospectus supplement and prospectus, you should find out about and observe these restrictions. This pricing supplement and the
accompanying prospectus supplement and prospectus are not an offer to sell the Notes and are not soliciting an offer to buy the Notes in any
jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom
it is not permitted to make such offer or sale. We refer you to the information under "Underwriting" in this pricing supplement and under "Plan of
Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.
Unless otherwise specified or the context otherwise requires, references in this pricing supplement to "Swiss francs" or "CHF" are to the
lawful currency of Switzerland and references to "dollars" or "$" are to the lawful currency of the United States. The exchange rate between the
Swiss franc and the dollar on August 29, 2014 was CHF 0.9174 = $1.00.
The Bank's and Credit Suisse Group AG's consolidated financial statements and other consolidated financial information, which are
incorporated by reference into this pricing supplement and the accompanying prospectus supplement and prospectus, have been prepared in
accordance with accounting principles generally accepted in the United States of America, which we refer to as U.S. GAAP. The Bank's and
Credit Suisse Group AG's consolidated financial statements are stated in Swiss francs.
PS-2
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Table of Contents
USE OF PROCEEDS
The net proceeds from this offering will be approximately $2.970 billion after deducting underwriting discounts and commissions and certain
offering expenses. We intend to use the net proceeds for our general corporate purposes, outside Switzerland, unless use in Switzerland is
permitted under the Swiss taxation laws in force from time to time without payments in respect of the Notes becoming subject to withholding or
deduction for Swiss withholding tax as a consequence of such use of proceeds in Switzerland.
RATIO OF EARNINGS TO FIXED CHARGES
The table below sets forth the Bank's ratio of earnings to fixed charges for the periods indicated.

Six Months

Year Ended December 31,

Ended
June 30,

2014

2013

2012

2011

2010

2009

Ratio of Earnings to Fixed Charges(1)

1.15 1.21 1.16 1.09 1.29 1.45
(1)
For purposes of calculating the ratio of earnings to fixed charges, earnings consist of profit/loss from continuing operations
before taxes, extraordinary items, cumulative effect of changes in accounting principles and non-controlling interests less
income from investments in associates plus fixed charges. Fixed charges for these purposes consist of (a) interest expense,
(b) a portion of premises and real estate expenses, deemed representative of the interest factor and (c) preferred dividend
requirements in connection with preferred securities of subsidiaries.
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DESCRIPTION OF THE NOTES
The following description of the terms of the Notes supplements the description of the general terms and provisions of the debt securities set
forth under the heading "Description of Notes" in the accompanying prospectus supplement and under the heading "Description of Debt Securities"
in the accompanying prospectus, to which description you should refer. Such general terms and provisions as supplemented hereby apply to the
Notes. If there are any differences between this pricing supplement and the accompanying prospectus supplement or prospectus, this pricing
supplement will prevail.
General
The Notes will be issued under a senior indenture, dated as of March 29, 2007, as supplemented by a second supplemental indenture, dated as
of March 25, 2009, in each case between the Bank and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee. We
refer to such senior indenture, as supplemented by such second supplemental indenture, as the "indenture." The following summaries of certain
provisions of the indenture do not purport to be complete, and are subject to, and are qualified in their entirety by reference to, all the provisions of
the indenture, including the definitions in the indenture of certain terms.
We may, acting through the Branch and without consent of the holders of the Notes, increase the principal amount of the Notes on the same
terms and conditions and with the same CUSIP number as the Notes being offered hereby, as more fully described in "--Further Issues" below.
The Notes will constitute our unsecured obligations and will rank prior to all of our subordinated indebtedness and on an equal basis with all
of our other senior unsecured indebtedness.
We may redeem the Notes upon the occurrence of certain tax events at the principal amount of the Notes being redeemed plus accrued interest,
as more fully described under the heading "Description of Debt Securities--Tax Redemption" in the accompanying prospectus. There is no sinking
fund for the Notes.
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The Notes will not be listed or displayed on any securities exchange or included in any interdealer market quotation system.
"Business Day" with respect to the Notes means any day that is not a Saturday or Sunday and that is not a day on which banking institutions
are generally authorized or obligated by law, regulation or executive order to close in The City of New York or any other place of payment with
respect to the Notes.
The Notes are being issued in an aggregate principal amount of $3,000,000,000. The Notes will mature on September 9, 2024 (the "Maturity
Date"). The Notes will be issued in the form of one or more fully registered global securities in denominations of $250,000 and integral multiples
of $1,000 in excess thereof.
Interest Payments on the Notes
Interest on the Notes will begin to accrue on September 9, 2014. We will pay interest on the Notes on March 9 and September 9 of each year
beginning on March 9, 2015. Each day on which interest on the Notes is payable is an "Interest Payment Date".
Interest periods for the Notes will begin on and include each Interest Payment Date and end on but exclude the next succeeding Interest
Payment Date, except that the initial interest period will begin on and include the issue date and end on but exclude the first Interest Payment Date.
If an Interest Payment Date (or the Maturity Date or any redemption date) for the Notes would fall on a day that is not a Business Day,
payment of interest or principal otherwise payable on such
PS-4
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date shall not be made on such date, but shall be made on the next succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or on the Maturity Date or any redemption date, and no interest shall accrue for the period from and after the Interest
Payment Date or the Maturity Date or any redemption date to such next succeeding Business Day.
The Notes will bear interest at a fixed rate of 3.625% per annum. Interest on the Notes will be calculated on the basis of a 360-day year
comprised of twelve 30-day months.
Paying Arrangements. Each interest payment on the Notes shall be payable to holders of record of the Notes as they appear on the securities
register of the Bank at the close of business on the corresponding record date. The "record date" for the Notes will be, for so long as such Notes are
in the form of global certificates, three Business Days prior to the relevant Interest Payment Date and, in the event that any Notes are not
represented by one or more global certificates, the fifteenth day (whether or not a Business Day) prior to the relevant Interest Payment Date.
Interest payable on the Maturity Date or upon redemption will be paid to the same persons to whom principal of the Notes is payable.
Payment of Additional Amounts
All payments of principal and interest in respect of the Notes by the Bank will be made without withholding or deduction for, or on account of,
any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Switzerland or the
United States, any political subdivision thereof or any authority therein or thereof having the power to tax, unless the withholding or deduction of
such taxes, duties, assessments or governmental charges is required by law. In that event, the Bank will pay such additional amounts as may be
necessary in order that the net amounts received by holders of the Notes after such withholding or deduction shall equal the amounts that would
have been receivable in respect of the Notes in the absence of such withholding or deduction, subject to customary exceptions.
Further Issues
The Bank may from time to time, acting through the Branch and without notice to or the consent of the holders of the Notes, create and issue
further notes having the same terms and ranking pari passu with the Notes offered by this pricing supplement in all respects (or in all respects
except for the payment of interest accruing prior to the issue date of such further notes or except for the first payment of interest following the issue
date of such further notes or the initial interest accrual date thereof). Such further notes will be consolidated and form a single issue with the Notes
being offered by this pricing supplement and will, except as aforesaid, have the same terms as to status, redemption or otherwise as the Notes being
offered by this pricing supplement, and payments on such further notes in liquidation will be made pro rata.
PS-5
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Table of Contents
UNDERWRITING
Under the terms and subject to the conditions contained in a distribution agreement dated May 7, 2007, incorporated by reference in a terms
agreement dated September 4, 2014 (collectively the "Distribution Agreement"), we have agreed to sell to the underwriters named below, for
whom Credit Suisse Securities (USA) LLC is acting as representative, the principal amount of the Notes set forth opposite the underwriter's name:
Principal
Amount of
Underwriter

the Notes

Credit Suisse Securities (USA) LLC
$ 2,940,000,000
Lebenthal & Co., LLC
$
15,000,000
MFR Securities, Inc.
$
15,000,000
Mischler Financial Group, Inc.
$
15,000,000
Samuel A. Ramirez & Company, Inc.
$
15,000,000

?
?
?
? ?
Total
$ 3,000,000,000

?
?
?
? ?
?
?
?
? ?

The Distribution Agreement provides that the underwriters are obligated to purchase all of the Notes if any are purchased.
The underwriters propose to offer the Notes initially at the public offering price on the cover page of this pricing supplement and to selling
group members at that price less a selling concession of 0.250% per Note. The underwriters and selling group members may allow a discount of
0.125% per Note on sales to other broker/dealers. After the public offering, the underwriters may change the public offering price and concession
and discount to broker/dealers.
We estimate that our out-of-pocket expenses for this offering will be $425,000.
Conflicts of Interest
Credit Suisse Securities (USA) LLC, one of the underwriters, is an indirect subsidiary of the Bank, which is the issuer of the Notes and will
receive all of the net proceeds of the offering. As a result of this conflict of interest, the offering is being conducted in accordance with the
applicable provisions of FINRA Rule 5121. Credit Suisse Securities (USA) LLC will not confirm sales to any accounts over which it exercises
discretionary authority without first receiving a written consent from the holders of those accounts.
In the ordinary course of business, certain of the underwriters and their affiliates have provided financial advisory, investment banking and
general financing and banking services for us and our affiliates for customary fees.
None of our broker-dealer subsidiaries or affiliates, including Credit Suisse Securities (USA) LLC, has any obligation to make a market in the
Notes and may discontinue any market-making activities at any time without notice, at its sole discretion.
We have agreed to indemnify the underwriters against liabilities under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or
contribute to payments that the underwriters may be required to make in that respect.
In connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering
transactions, and penalty bids in accordance with Regulation M under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
Act"):
·
Stabilizing transactions permit bids to purchase the Notes so long as the stabilizing bids do not exceed a specified maximum.
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·
Over-allotment involves sales by the underwriters of Notes in excess of the aggregate principal amount of Notes the underwriters
are obligated to purchase, which creates a syndicate short position.
·
Syndicate covering transactions involve purchases of Notes in the open market after the distribution has been completed in order to
cover syndicate short positions.
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·
Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the Notes originally sold by
the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price
of the Notes or preventing or retarding a decline in the market price of the Notes. As a result, the price of the Notes may be higher than the price
that might otherwise exist in the open market. These transactions, if commenced, may be discontinued at any time.
PS-7
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INCORPORATION BY REFERENCE
We file annual and current reports and other information with the Securities and Exchange Commission. For information on the documents we
incorporate by reference in this pricing supplement and the accompanying prospectus supplement and prospectus, we refer you to "Incorporation by
Reference" on page S-13 of the accompanying prospectus supplement and "Where You Can Find More Information" on page 3 of the
accompanying prospectus.
We incorporate by reference in this pricing supplement the following documents and any future documents that we file with the Securities and
Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this pricing supplement until the offering of
the securities is completed, to the extent that the reports expressly state such reports are filed (and not furnished) with the SEC, and we incorporate
them (or such portions) by reference in the registration statement of which this pricing supplement forms a part:
·
the combined Annual Report on Form 20-F of Credit Suisse Group AG and us for the year ended December 31, 2013 relating to us
as described therein; and
·
our Current Reports on Form 6-K filed on April 3, 2014, April 16, 2014 (containing the Credit Suisse Earnings Release 1Q14),
May 2, 2014 (containing the Credit Suisse Financial Report 1Q14), May 9, 2014, May 16, 2014, May 20, 2014, July 11, 2014,
July 22, 2014 (containing the Credit Suisse Earnings Release 2Q14), July 22, 2014 (containing the Media Release titled "Election of
Severin Schwan and Sebastian Thrun as new members of the Board of Directors of Credit Suisse AG") and July 31, 2014
(containing the Credit Suisse Financial Report 2Q14 and the Financial Statements 6M14).
PS-8
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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MARCH 23, 2012
Credit Suisse AG
Senior Medium-Term Notes
Subordinated Medium-Term Notes
We may offer from time to time our medium-term notes, which may be senior or subordinated (collectively, the "notes"), directly or through
any one of our branches.
The notes will bear interest, if any, at either a fixed or a floating rate. Interest will be paid on the dates stated in the applicable pricing
supplement.
The notes may be either callable by us or puttable by you, if specified in the applicable pricing supplement.
The specific terms of each note offered will be described in the applicable pricing supplement, and the terms may differ from those described
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in this prospectus supplement.
Investing in the notes may involve risks. See "Foreign Currency Risks" on page 60 of the accompanying
prospectus, the risk factors we describe in the combined Annual Report on Form 20-F of Credit Suisse Group
AG and us incorporated by reference herein, and any additional risk factors we describe in future filings we
make with the Securities and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, as
amended.
Unless otherwise provided in the applicable pricing supplement, we will sell the notes to the public at 100% of their principal amount. Unless
otherwise provided in the applicable pricing supplement, we will receive between 99.875% and 99.250% of the proceeds from the sale of the
senior notes and between 99.500% and 99.125% of the proceeds from the sale of the subordinated notes, after paying the agents' commissions or
discounts of between 0.125% and 0.750% for senior notes and between 0.500% and 0.875% for subordinated notes; provided that, commissions
with respect to notes with a stated maturity of more than thirty years from date of issue will be negotiated at the time of sale.
These notes may be offered directly or to or through underwriters, agents or dealers, including Credit Suisse Securities (USA) LLC, an
affiliate of Credit Suisse AG. Because of this relationship, Credit Suisse Securities (USA) LLC would have a "conflict of interest" within the
meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc., or FINRA. If Credit Suisse Securities (USA) LLC or our other U.S.-
registered broker-dealer subsidiaries or affiliates participate in the distribution of our securities, we will conduct the offering in accordance with the
applicable provisions of FINRA Rule 5121. See "Plan of Distribution (Conflicts of Interest)."
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or any accompanying prospectus or pricing supplement is truthful or complete. Any representation to the contrary is a
criminal offense.
The notes are not deposit liabilities and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the
United States, Switzerland or any other jurisdiction. Unless otherwise provided in the applicable pricing supplement, the notes will not have the
benefit of any agency or governmental guarantee.
Credit Suisse
The date of this prospectus supplement is March 23, 2012.
Table of Contents
TABLE OF CONTENTS

PAGE

PROSPECTUS SUPPLEMENT

DESCRIPTION OF NOTES

S-3
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

S-7
INCORPORATION BY REFERENCE
S-13

PROSPECTUS

ABOUT THIS PROSPECTUS

1
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS

2
WHERE YOU CAN FIND MORE INFORMATION

3
FORWARD-LOOKING STATEMENTS

4
USE OF PROCEEDS

6
RATIO OF EARNINGS TO FIXED CHARGES

7
CAPITALIZATION AND INDEBTEDNESS

8
CREDIT SUISSE GROUP

9
CREDIT SUISSE

10
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CREDIT SUISSE (USA)

11
THE FINANCE SUBSIDIARIES

12
DESCRIPTION OF DEBT SECURITIES

14
DESCRIPTION OF CONTINGENT CONVERTIBLE SECURITIES

39
DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND

CONTINGENT CONVERTIBLE SECURITIES

52
SPECIAL PROVISIONS RELATING TO DEBT SECURITIES OR CONTINGENT CONVERTIBLE

SECURITIES DENOMINATED IN A FOREIGN CURRENCY

57
FOREIGN CURRENCY RISKS

60
DESCRIPTION OF WARRANTS

62
DESCRIPTION OF SHARES

65
DESCRIPTION OF THE GUARANTEED SENIOR DEBT SECURITIES OF CREDIT SUISSE (USA)
69
DESCRIPTION OF THE GUARANTEES OF THE GUARANTEED SENIOR DEBT SECURITIES OF
CREDIT SUISSE (USA)

71
ERISA

73
TAXATION

75
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

92
MARKET-MAKING ACTIVITIES

94
LEGAL MATTERS

95
EXPERTS

96
S-2
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DESCRIPTION OF NOTES
General
The notes will be direct and unsecured, senior or subordinated, obligations of Credit Suisse AG (Credit Suisse). At our option, we may issue
senior notes or subordinated notes. We will issue the senior notes under a senior indenture, dated as of March 29, 2007, as supplemented by a
second supplemental indenture, dated as of March 25, 2009, in each case between Credit Suisse and The Bank of New York Mellon (formerly
known as The Bank of New York) (together, the "senior indenture"), and we will issue the subordinated notes under a subordinated indenture,
dated as of March 29, 2007, as supplemented by a sixth supplemental indenture, dated as of March 25, 2009, in each case between Credit Suisse
and The Bank of New York Mellon (formerly known as The Bank of New York) (together, the "subordinated indenture," and together with the
senior indenture, the "indentures"). The indentures may be further amended or supplemented from time to time. The following description of the
particular terms of the notes offered by this prospectus supplement (referred to in the accompanying prospectus as the debt securities, the senior
debt securities or the subordinated debt securities) supplements the description of the general terms and provisions of the debt securities set forth in
the accompanying prospectus, which description you should also read. If this description differs in any way from the description in the
accompanying prospectus, you should rely on this description.
The following summaries of certain provisions of the indentures do not purport to be complete, and are subject to, and are qualified in their
entirety by reference to, all the provisions of the applicable indenture, including the definitions in the applicable indenture of certain terms.
The senior notes will constitute a single series of senior notes under the senior indenture. The subordinated notes will constitute a single series
of subordinated notes under the subordinated indenture. The indentures do not limit the amount of senior notes, subordinated notes or other debt
securities that we may issue under the indentures.
We will use the accompanying prospectus, this prospectus supplement and any pricing supplement in connection with the offer and sale from
time to time of the notes.
The pricing supplement relating to a note will describe the following terms:
·
the branch, if any, through which we are issuing the notes;
·
the currency or currency unit in which the note is denominated and, if different, the currency or currency unit in which payments of
principal and interest on the note will be made (and, if the specified currency is other than U.S. dollars, any other terms relating to
that foreign currency denominated note and the specified currency);
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·
if the note bears interest, whether the note bears a fixed rate of interest or bears a floating rate of interest (including whether the note
is a regular floating rate note, a floating rate/fixed rate note or an inverse floating rate note (each as described in the accompanying
prospectus));
·
if the note is a fixed rate note, the interest rate and interest payment dates;
·
if the note is a floating rate note, the interest rate basis (or bases), the initial interest rate, the interest reset dates, the interest
reset period, the interest payment dates, the index maturity, if any, the spread and/or spread multiplier, if any (each as
defined in the accompanying prospectus), the maximum interest rate and minimum interest rate, if any; the index currency, if
any, and any other terms relating to the particular method of calculating the interest rate for that note;
·
whether the note is senior or subordinated and, if not specified, the note will be senior;
·
the issue price;
S-3
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·
the issue date;
·
the maturity date, if any, and whether we can extend the maturity of a note;
·
if the note is an indexed note (as defined in the accompanying prospectus), the terms relating to the particular note;
·
if the note is a dual currency note (as defined in the accompanying prospectus), the terms relating to the particular note;
·
if the note is a renewable note (as defined in the accompanying prospectus), the terms relating to the particular note;
·
if the note is a short-term note (as defined in the accompanying prospectus), the terms relating to the particular note;
·
if the note is an amortizing note (as defined in the accompanying prospectus), the amortization schedule and any other terms relating
to the particular note;
·
whether the note is an original issue discount note (as defined in the accompanying prospectus);
·
whether the note may be redeemed at our option, or repaid at the option of the holder, prior to its stated maturity as described under
"Description of Debt Securities--Redemption at the Option of the Relevant Issuer" and "Description of Debt Securities--
Repayment at the Option of the Holders; Repurchase" in the accompanying prospectus and, if so, the provisions relating to
redemption or repayment, including, in the case of any original issue discount notes, the information necessary to determine the
amount due upon redemption or repayment;
·
whether we may be required to pay "additional amounts" in respect of payments on the notes as described under "Description of
Debt Securities--Payment of Additional Amounts" in the accompanying prospectus and whether the notes may be redeemed at our
option as described under "Description of Debt Securities--Tax Redemption" in the accompanying prospectus;
·
any relevant tax consequences associated with the terms of the notes which have not been described under "Taxation" in the
accompanying prospectus; and
·
any other terms not inconsistent with the provisions of the applicable indenture.
Subject to the additional restrictions described under "Special Provisions Relating to Debt Securities or Contingent Convertible Securities
Denominated in a Foreign Currency" in the accompanying prospectus, each note will mature on a day specified in the applicable pricing
supplement. Except as may be provided in the applicable pricing supplement and except for indexed notes, all notes will mature at par.
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We are offering the notes on a continuing basis in denominations of $2,000 and any integral multiples of $1,000 in excess thereof unless
otherwise specified in the applicable pricing supplement, except that notes in specified currencies other than U.S. dollars will be issued in the
denominations set forth in the applicable pricing supplement. We refer you to "Special Provisions Relating to Debt Securities or Contingent
Convertible Securities Denominated in a Foreign Currency" in the accompanying prospectus.
Interest and Interest Rates
Unless otherwise specified in the applicable pricing supplement, each note will bear interest at either:
·
a fixed rate specified in the applicable pricing supplement; or
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·
a floating rate specified in the applicable pricing supplement determined by reference to an interest rate basis, which may be
adjusted by a spread and/or spread multiplier. Any floating rate note may also have either or both of the following:
·
a maximum interest rate limitation, or ceiling, on the rate at which interest may accrue during any interest period; and
·
a minimum interest rate limitation, or floor, on the rate at which interest may accrue during any interest period.
In addition, the interest rate on floating rate notes will in no event be higher than the maximum rate permitted by New York or other applicable
state law, as such law may be modified by United States law of general application.
Unless otherwise specified in the applicable pricing supplement for a fixed rate note, in the event that any date for any payment on any fixed
rate note is not a business day, payment of interest, premium, if any, or principal otherwise payable on such fixed rate note will be made on the
next succeeding business day. Credit Suisse will not pay any additional interest as a result of the delay in payment.
Unless otherwise specified in the applicable pricing supplement for a floating rate note, if an interest payment date (other than the maturity
date, but including any redemption date or repayment date) would fall on a day that is not a business day (as defined in the accompanying
prospectus), such interest payment date (or redemption date or repayment date) will be the following day that is a business day, and interest shall
accrue to, and be payable on, such following business day, except that if the interest rate basis is LIBOR and such business day falls in the next
calendar month, the interest payment date (or redemption date or repayment date) will be the immediately preceding day that is a business day and
interest shall accrue to, and be payable on, such preceding business day.
Unless otherwise specified in the applicable pricing supplement for a floating rate note, if the maturity date falls on a day that is not a business
day, the required payment of principal, premium, if any, and interest shall be made on the next succeeding business day with the same force and
effect as if made on the date such payment was due, and interest shall not accrue and be payable with respect to such payment for the period from
and after the maturity date to the date of such payment on the next succeeding business day.
Subordination
Unless otherwise specified in the applicable pricing supplement, the subordinated notes will be direct, unconditional, unsecured and
subordinated obligations of Credit Suisse. In the event of any dissolution, liquidation or winding-up of Credit Suisse, in bankruptcy or otherwise,
the payment of principal and interest on the subordinated notes will be subordinated to the prior payment in full of all of Credit Suisse's present and
future unsubordinated creditors but not further or otherwise.
Credit Suisse may not create or permit to exist any pledge or other security interest over Credit Suisse's assets to secure Credit Suisse's
obligations in respect of any subordinated notes.
Subject to applicable law, no holder of subordinated notes shall be entitled to exercise, claim or plead any right of set-off, compensation or
retention in respect of any amount owed to it by Credit Suisse or by the branch through which it has issued the subordinated notes, arising under or
in connection with a tranche of subordinated notes and each holder shall, by virtue of being a holder of such notes, be deemed to have waived all
such rights of set-off, compensation or retention.
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