Obligation Credit Suisse Guernsey Funding Limited 3.125% ( US225433AK71 ) en USD

Credit Suisse Guernsey Funding Limited

100 % ⇌

Guernesey

US225433AK71 ( en USD )

3.125% par an ( paiement semestriel )

10/12/2020 - Obligation échue

Prospectus brochure de l'obligation Credit Suisse Group Funding (Guernsey) Limited US225433AK71 en USD 3.125%, échue

250 000 USD

1 936 020 000 USD

225433AK7

Credit Suisse Group Funding (Guernsey) Limited est une filiale du Credit Suisse, établie à Guernesey, qui opère dans le secteur des services financiers, notamment le financement et la gestion de trésorerie pour le groupe Credit Suisse.

L'Obligation émise par Credit Suisse Guernsey Funding Limited ( Guernesey ) , en USD, avec le code ISIN US225433AK71, paye un coupon de 3.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/12/2020

L'Obligation émise par Credit Suisse Guernsey Funding Limited ( Guernesey ) , en USD, avec le code ISIN US225433AK71, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Credit Suisse Guernsey Funding Limited ( Guernesey ) , en USD, avec le code ISIN US225433AK71, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424B3 1 a2228863z424b3.htm 424B3
Use these links to rapidly review the document
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-211696 and 333-211696-01
PROSPECTUS
Credit Suisse Group Funding (Guernsey) Limited
Guaranteed by Credit Suisse Group AG
Offer to Exchange
$2,000,000,000 aggregate principal amount of 3.125% Senior Notes due 2020
The Exchange Offer will expire at 5:00 p.m.,
New York City time, on July 5, 2016, unless extended.
This is an offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, by Credit Suisse Group Funding (Guernsey) Limited
(the "Issuer"), a wholly-owned subsidiary of Credit Suisse Group AG, which is also a co-issuer of the Notes (as defined below) solely for purposes of the U.S. federal securities laws (the
"Guarantor"), to exchange up to $2,000,000,000 aggregate principal amount of its outstanding 3.125% Senior Notes due 2020 (CUSIP Nos. 225433AJ0 and G25417AN9) (the "Original Notes")
for a like principal amount of its 3.125% Senior Notes due 2020 that have been registered under the Securities Act (CUSIP No. 225433AK7) (the "Exchange Notes"). We refer to this offer as
the "Exchange Offer". When we use the term "Notes" in this prospectus, the term includes the Original Notes and the Exchange Notes unless otherwise indicated or the context otherwise
requires. The terms of the Exchange Offer are summarized below and are more fully described in this prospectus.
The terms of the Exchange Notes are identical to the terms of the Original Notes, except that the transfer restrictions, registration rights and additional interest provisions applicable to
the Original Notes do not apply to the Exchange Notes.
We will accept for exchange any and all Original Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on July 5, 2016, unless extended (the
"Expiration Date"). You may withdraw tenders of Original Notes at any time prior to the Expiration Date.
We will not receive any cash proceeds from the issuance of the Exchange Notes in the Exchange Offer. The Original Notes surrendered and exchanged for the Exchange Notes will be
retired and canceled. Accordingly, the issuance of the Exchange Notes will not result in any increase in our outstanding indebtedness.
The exchange of Original Notes for the Exchange Notes will not be a taxable event for U.S. federal income tax purposes.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes
received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that,
for up to 180 days after the consummation of the Exchange Offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."
Consistent with the Original Notes, by its acquisition of the Exchange Notes, each holder of the Exchange Notes (including each beneficial owner) acknowledges, agrees to be
bound by, and consents to the exercise of, any Swiss Resolution Power with respect to the Guarantor that results in the write-down and cancellation and/or conversion into equity
of the Guarantor of the entire, or a portion of the, principal amount of, and/or accrued interest on, the Exchange Notes, irrespective of whether such amounts have already become
due and payable prior to such action. By its acquisition of the Exchange Notes, each such holder (including each beneficial owner) further acknowledges, agrees to be bound by, and
consents to the ordering of, any Restructuring Protective Measures that result in the deferment of payment of principal and/or interest under the Exchange Notes. By its acquisition
of the Exchange Notes, each holder of Exchange Notes (including each beneficial owner) further acknowledges and agrees that its rights are subject to, and, if necessary, will be
altered without such holder's consent, including by means of an amendment or modification to the terms of the Indenture, as defined herein, or of the Exchange Notes, so as to give
effect to any such exercise of any Swiss Resolution Power or any such ordering of Restructuring Protective Measures. See "Description of Exchange Notes--Agreement with Respect
to the Exercise of Swiss Resolution Power and the Ordering of Restructuring Protective Measures" for more information, including the definitions of Swiss Resolution Power, Swiss
Resolution Authority, Restructuring Protective Measures and Restructuring Proceedings.
The Issuer will, without the consent of the holders, automatically substitute the Guarantor for itself for all purposes under the Exchange Notes upon the occurrence of a Restructuring
Event, which we refer to as a "Restructuring Issuer Substitution". Upon a Restructuring Issuer Substitution, the Issuer shall be released from its obligations under the Exchange Notes and the
Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Exchange Notes with the same effect as if the Guarantor had been named as
issuer under the Indenture and the Exchange Notes. Upon a Completion Event, under certain circumstances described herein, the Exchange Notes will be exchanged for a like principal amount
of new Exchange Notes issued by the Issuer and guaranteed by the Guarantor on a one-for-one basis and any accrued and unpaid interest on the Exchange Notes to (but excluding) the date of
such exchange will be paid in cash by the Guarantor to the Trustee, as herein defined, on behalf of the holders. See "Description of Exchange Notes--Issuer Substitution" and "Description of
Exchange Notes--Exchange Following a Completion Event" for more information, including the definitions of Restructuring Event and Completion Event.
http://www.sec.gov/Archives/edgar/data/1159510/000104746916013641/a2228863z424b3.htm[6/6/2016 4:00:17 PM]

Like the Original Notes, the Exchange Notes are expected to be provisionally admitted to trading on the SIX Swiss Exchange AG (the "SIX Swiss Exchange") from July 14, 2016. The
last trading day for the Exchange Notes is expected to be the second trading day prior to the date on which the Exchange Notes are fully redeemed, in accordance with the terms of the
Indenture. Application will be made to the SIX Swiss Exchange for listing of the Exchange Notes.
See "Risk Factors" beginning on page 17 of this prospectus.
The Exchange 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,
the Bailiwick of Guernsey or any other jurisdiction. The Exchange Notes do not have the benefit of any agency or governmental guarantee.
Neither the Securities and Exchange Commission (the "SEC"), nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal offense.
This prospectus is an advertisement and not a prospectus for the purposes of EU Directive 2003/71/EU (as amended).
You may elect to hold interests in the Exchange Notes through either The Depository Trust Company ("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.

The date of this prospectus is June 6, 2016
Table of Contents
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS

ii
WHERE YOU CAN FIND MORE INFORMATION; DOCUMENTS INCORPORATED BY REFERENCE
iv
PROSPECTUS SUMMARY

1
SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

8
RISK FACTORS
17
USE OF PROCEEDS
31
RATIO OF EARNINGS TO FIXED CHARGES
32
THE EXCHANGE OFFER
33
DESCRIPTION OF THE EXCHANGE NOTES
43
TAXATION
62
CERTAIN ERISA CONSIDERATIONS
73
PLAN OF DISTRIBUTION
76
LEGAL MATTERS
77
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
78
In this prospectus, unless the context otherwise requires, the terms "we," "our," "us," "Credit Suisse Group" and "Group" refer to Credit Suisse
Group AG and its consolidated subsidiaries, including the Issuer and Credit Suisse Group AG's wholly-owned Swiss bank subsidiary, Credit Suisse
AG, which we refer to as "Credit Suisse".
THE ISSUER AND THE GUARANTOR ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED AND INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. AT THE DATE OF THIS PROSPECTUS, THE ISSUER AND THE GUARANTOR HAVE NOT
AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION, AND THE ISSUER AND THE GUARANTOR
TAKE NO RESPONSIBILITY FOR ANY OTHER INFORMATION OTHERS MAY GIVE YOU. THE ISSUER AND THE GUARANTOR ARE
NOT MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION INCLUDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS ACCURATE AS OF
ANY DATE OTHER THAN THE DATE OF THE DOCUMENT CONTAINING THE INFORMATION.
This prospectus incorporates important business and financial information about us that is not included in or delivered with the prospectus, which is
available without charge upon written or oral request to:
Credit Suisse Group AG
Paradeplatz 8
CH 8001 Zurich, Switzerland
http://www.sec.gov/Archives/edgar/data/1159510/000104746916013641/a2228863z424b3.htm[6/6/2016 4:00:17 PM]

Attention: Investor Relations
+41 44 212 1616
Internet: https://www.credit-suisse.com/investors
We are not incorporating the contents of the website into this prospectus.
In order to obtain timely delivery of such materials, you must request information from us no later than five Business Days prior to the
Expiration Date.
i
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference statements that constitute forward-looking statements. In addition, in the future we, and
others on our behalf, may make statements that constitute forward-looking statements. Such forward-looking statements may include, without
limitation, statements relating to the following:
·
our plans, objectives or goals;
·
our future economic performance or prospects;
·
the potential effect on our future performance of certain contingencies; and
·
assumptions underlying any such statements.
Words such as "believes," "anticipates," "expects," "intends" and "plans" and similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements. We do not intend to update these forward-looking statements except as may
be required by applicable securities laws.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions,
forecasts, projections and other outcomes described or implied in forward-looking statements will not be achieved. We caution you that a number of
important factors could cause results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-
looking statements. These factors include:
·
the ability to maintain sufficient liquidity and access capital markets;
·
market volatility and interest rate fluctuations and developments affecting interest rate levels;
·
the strength of the global economy in general and the strength of the economies of the countries in which we conduct our operations, in
particular the risk of continued slow economic recovery or downturn in the US or other developed countries in 2016 and beyond;
·
the direct and indirect impacts of deterioration or slow recovery in residential and commercial real estate markets;
·
adverse rating actions by credit rating agencies in respect of us, sovereign issuers, structured credit products or other credit-related
exposures;
·
the ability to achieve our strategic objectives, including improved performance, reduced risks, lower costs and more efficient use of
capital;
·
the ability of counterparties to meet their obligations to us;
·
the effects of, and changes in, fiscal, monetary, exchange rate, trade and tax policies, as well as currency fluctuations;
·
political and social developments, including war, civil unrest or terrorist activity;
·
the possibility of foreign exchange controls, expropriation, nationalization or confiscation of assets in countries in which we conduct our
operations;
http://www.sec.gov/Archives/edgar/data/1159510/000104746916013641/a2228863z424b3.htm[6/6/2016 4:00:17 PM]

·
operational factors such as systems failure, human error, or the failure to implement procedures properly;
·
actions taken by regulators with respect to our business and practices and possible resulting changes to our business organization,
practices and policies in countries in which we conduct our operations;
ii
Table of Contents
·
the effects of changes in laws, regulations or accounting policies or practices in countries in which we conduct our operations;
·
competition or changes in our competitive position in geographic and business areas in which we conduct our operations;
·
the ability to retain and recruit qualified personnel;
·
the ability to maintain our reputation and promote our brand;
·
the ability to increase market share and control expenses;
·
technological changes;
·
the timely development and acceptance of our new products and services and the perceived overall value of these products and services
by users;
·
acquisitions, including the ability to integrate acquired businesses successfully, and divestitures, including the ability to sell non-core
assets;
·
the adverse resolution of litigation, regulatory proceedings, and other contingencies;
·
the ability to achieve our cost efficiency goals and cost targets; and
·
our success at managing the risks involved in the foregoing.
We caution you that the foregoing list of important factors is not exclusive. When evaluating forward-looking statements, you should carefully
consider the foregoing factors and other uncertainties and events, as well as the risk factors and other information set forth from time to time in the
Guarantor's filings with the SEC, including the Guarantor's and Credit Suisse's Annual Report on Form 20-F for the fiscal year ended December 31,
2015, which we refer to as the "Annual Report 2015," and subsequent annual reports on Form 20-F filed by the Guarantor with the SEC; the Guarantor's
reports on Form 6-K filed with the SEC; and the risk factors contained in this prospectus relating to the Issuer, Guarantor and Exchange Notes.
iii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION;
DOCUMENTS INCORPORATED BY REFERENCE
The Guarantor files periodic reports and other information with the SEC. You may read and copy any document the Guarantor files at the SEC's
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the public reference room. In addition, the SEC maintains an Internet site at http://www.sec.gov that contains information regarding issuers that file
electronically with the SEC. Reports and other information concerning the business of the Guarantor may also be inspected at the offices of the New
York Stock Exchange at 11 Wall Street, New York, New York 10005.
The SEC allows the Guarantor to "incorporate by reference" the information it files with the SEC, which means that the Guarantor can disclose
important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus,
and information that the Guarantor files later with the SEC and which is incorporated by reference will automatically update and supersede this
information.
The Guarantor and Credit Suisse filed the Annual Report 2015 with the SEC on March 24, 2016. The Guarantor is incorporating the Annual Report
2015 into this prospectus. The Guarantor further incorporates by reference its current reports on Form 6-K dated:
http://www.sec.gov/Archives/edgar/data/1159510/000104746916013641/a2228863z424b3.htm[6/6/2016 4:00:17 PM]

·
January 8, 2016,
·
March 23, 2016,
·
March 24, 2016, as amended,
·
April 29, 2016,
·
May 10, 2016,
·
June 3, 2016, and
·
June 6, 2016,
in each case, only to the extent that such report expressly states that such report, or portions thereof, are incorporated by reference into the registration
statements of the Guarantor filed on Form F-3 (file no. 333-202913) or on Form F-4 (file no. 333-211696).
In addition, the Guarantor incorporates by reference all annual reports on Form 20-F and, only to the extent designated therein, any of the
Guarantor's reports on Form 6-K filed with, but not furnished to, the SEC under Section 13(a), 13(c) or 15(d) of the Exchange Act, prior to the date the
Exchange Offer is consummated.
You may request a copy of any document that is incorporated by reference into this prospectus and that is not included in or delivered with the
prospectus, at no cost, by writing or telephoning the Guarantor at its principal executive offices at the following address:
Credit Suisse Group AG
Paradeplatz 8
CH 8001 Zurich, Switzerland
Attention: Investor Relations
+41 44 212 1616
Internet: https://www.credit-suisse.com/investors
We are not incorporating the contents of the website into this prospectus.
In order to obtain timely delivery of such materials, you must request information from us no later than five Business Days prior to the
Expiration Date.
iv
Table of Contents
Prospectus Summary
This summary highlights selected information from this prospectus and the documents incorporated by reference and does not contain all of the
information that may be important to you. You should carefully read this entire prospectus and the documents incorporated by reference, including the
risk factors and financial statements.
Credit Suisse Group Funding (Guernsey) Limited
The Issuer (registration number 58814) is a Guernsey incorporated non-cellular company limited by shares. The Issuer was incorporated on
August 4, 2014 in Guernsey and will continue in existence until it is removed from the Register of Companies in accordance with Guernsey law. The
Issuer may give notice to any registered holder of its shares personally or by sending it by post in a pre-paid envelope addressed to the registered holder
at his registered address or by electronic means. The registered office of the Issuer is located at Helvetia Court, South Esplanade, St. Peter Port,
Guernsey, GY1 3WF. The telephone number is +44 1481 719088.
The Issuer is wholly-owned by the Guarantor. The Issuer exists for the purpose of issuing Notes, fully and unconditionally guaranteed, on a senior
basis, by the Guarantor, as to payment of principal, premium, if any, interest and any other amounts due. The Guarantor is also a co-issuer of the Notes
solely for purposes of the U.S. federal securities laws.
http://www.sec.gov/Archives/edgar/data/1159510/000104746916013641/a2228863z424b3.htm[6/6/2016 4:00:17 PM]

Auditors
The Issuer's independent auditor is KPMG LLP, 15 Canada Square, London, E14 5GL, United Kingdom.
The Issuer was incorporated on August 4, 2014. The Issuer's accounting reference date is December 31 and its first accounts have been prepared in
accordance with International Financing Reporting Standards as issued by the International Accounting Standards Board and applicable law for the first
financial period from the date of its incorporation on August 4, 2014 to December 31, 2015.
The Issuer does not have an audit committee. As a subsidiary of the Guarantor, the Issuer complies with the Guarantor's overall corporate
governance regime.
Credit Suisse Group AG
The Guarantor was incorporated under Swiss law as a corporation (Aktiengesellschaft) with unlimited duration under the name "CS Holding" on
March 3, 1982 in Zurich, Switzerland, and was registered with the Commercial Registrar of the Canton of Zurich under the number CH-020.3.906.075-
9 and is now registered under the number CHE-105.884.494. As of May 6, 2008, the Guarantor changed its name to "Credit Suisse Group AG." Its
registered and principal executive office is located at Paradeplatz 8, CH 8001, Zurich, Switzerland and its telephone number is +41 44 212 1616.
The Guarantor is a holding company registered in Switzerland and Credit Suisse is a wholly-owned bank subsidiary of the Guarantor. The business
of Credit Suisse is substantially the same as that of the Guarantor, and substantially all of Credit Suisse's operations are conducted through the Swiss
Universal Bank, International Wealth Management, Asia Pacific, Global Markets, Investment Banking & Capital Markets and the Strategic Resolution
Unit divisions.
Our strategy builds on our core strengths: our position as a leading global wealth manager, our specialist investment banking capabilities and our
strong presence in our home market of Switzerland. We take a balanced approach to capture the wealth management opportunities in emerging markets,
the largest of which is in the Asia Pacific region, while also serving key developed markets with an emphasis on Switzerland. Founded in 1856, we
today have a global reach with operations in about
1
Table of Contents
50 countries and 47,760 employees from over 150 different nations. Our broad footprint helps us to generate a geographically balanced stream of
revenues and net new assets and allows us to capture growth opportunities around the world. We serve our clients through three regionally focused
divisions: Swiss Universal Bank, International Wealth Management and Asia Pacific. These regional businesses are supported by two other divisions
specializing in investment banking capabilities: Global Markets and Investment Banking & Capital Markets. The Strategic Resolution Unit consolidates
the remaining portfolios from the former non-strategic units plus additional businesses and positions that do not fit with our strategic direction. Our
business divisions cooperate closely to provide holistic financial solutions, including innovative products and specially tailored advice.
Swiss Universal Bank
The Swiss Universal Bank division offers comprehensive advice and a wide range of financial solutions to private, corporate and institutional
clients primarily domiciled in our home market of Switzerland, which offers attractive growth opportunities and where we can build on a strong market
position across our key businesses. Our private banking business has a leading franchise in our Swiss home market and serves ultra-high-net-worth
individuals, high-net-worth individuals and retail clients. Our corporate and institutional banking business serves large corporate clients, small and
medium-sized enterprises, institutional clients and financial institutions.
International Wealth Management
The International Wealth Management division offers tailored financial solutions to wealthy private clients and external asset managers in Europe,
the Middle East, Africa and Latin America through its private banking business. The division's footprint spans emerging economies as well as mature
European markets and it has access to the broad spectrum of our global resources and capabilities. Our asset management business offers investment
solutions and services globally to our private banking businesses and a wide range of other clients, including pension funds, governments, foundations
and endowment funds, corporations and individuals.
Asia Pacific
The Asia Pacific division offers integrated private banking and investment banking financial solutions to wealthy individuals, institutional investors
http://www.sec.gov/Archives/edgar/data/1159510/000104746916013641/a2228863z424b3.htm[6/6/2016 4:00:17 PM]

and corporate clients in the Asia Pacific region, drawing on our global resources. The division is well positioned to capture market opportunities in Asia
Pacific, which is experiencing rapid wealth creation and where the number of ultra-high-net-worth individuals is growing. We offer institutional
investors access to broader financial markets and differentiated product offerings.
Global Markets
The Global Markets division offers a broad range of equities and fixed income products and services and focuses on client-driven businesses and on
supporting our private banking businesses and their clients. Our suite of products and services includes global securities sales, trading and execution
services, prime brokerage, underwriting and comprehensive investment research. Our clients include financial institutions, corporations, governments,
institutional investors--including pension funds and hedge funds--and private individuals around the world.
Investment Banking & Capital Markets
The Investment Banking & Capital Markets division offers a broad range of investment banking services to corporations, financial institutions,
financial sponsors and ultra-high-net-worth individuals and sovereign clients. Our range of products and services includes advisory services related to
mergers
2
Table of Contents
and acquisitions, divestitures, takeover defense mandates, business restructurings and spin-offs. The division also engages in debt and equity
underwriting of public securities offerings and private placements.
Strategic Resolution Unit
The Strategic Resolution Unit was created to facilitate the immediate right-sizing of our business divisions from a capital perspective and includes
remaining portfolios from former non-strategic units plus transfers of additional exposures from the business divisions. The unit's primary focus is on
facilitating the rapid wind-down of capital usage and costs to reduce the negative impact on the Group's performance. Repositioned as a separate
division, this provides clearer accountability, governance and reporting.
All references to the Guarantor in the description of the business above are describing the consolidated businesses carried on by the Guarantor and
its subsidiaries.
Background

On December 10, 2015, the Issuer issued $2,000,000,000 aggregate principal
amount of Original Notes pursuant to an indenture entered into on
December 10, 2015 (the "Indenture"). In connection with that issuance, the
Issuer and the Guarantor entered into a registration rights agreement with
respect to the Original Notes, dated as of December 7, 2015 (the
"Registration Rights Agreement"), in which the Issuer and the Guarantor
agreed, among other things, to complete an exchange offer for the Original
Notes. Below is a summary of the Exchange Offer.

The Exchange Offer
The Issuer is offering to exchange up to $2,000,000,000 aggregate principal
amount of the outstanding Original Notes for a like principal amount of the
Exchange Notes. You may tender Original Notes only in denominations of
$250,000 and any integral multiple of $1,000 in excess thereof. The Issuer
will issue the Exchange Notes promptly after the Expiration Date. In order to
be exchanged, an Original Note must be validly tendered, not validly
withdrawn and accepted. Subject to the satisfaction or waiver of the
conditions of the Exchange Offer, all Original Notes that are validly tendered
and not validly withdrawn will be exchanged. As of the date of this
prospectus, $2,000,000,000 aggregate principal amount of Original Notes is
outstanding. If all outstanding Original Notes are tendered for exchange, there
will be $2,000,000,000 aggregate principal amount of Exchange Notes
outstanding after the Exchange Offer.

Purpose of the Exchange Offer
The purpose of the Exchange Offer is to satisfy the obligations of the Issuer
and Guarantor under the Registration Rights Agreement.
http://www.sec.gov/Archives/edgar/data/1159510/000104746916013641/a2228863z424b3.htm[6/6/2016 4:00:17 PM]

3
Table of Contents
Expiration Date; Tenders

The Exchange Offer will expire at 5:00 p.m., New York City time, on July 5,
2016, unless we extend the period of time during which the Exchange Offer
is open. In the event of any material change in the Exchange Offer, we will
extend the period of time during which the Exchange Offer is open, if
necessary, so that the Expiration Date is at least five Business Days following
the date of notice of the material change. By signing or agreeing to be bound
by the letter of transmittal, you will represent, among other things, that:

· you are not an affiliate of ours;

· you are acquiring the Exchange Notes in the ordinary course of your
business;

· you are not participating, do not intend to participate, and have no
arrangement or understanding with anyone to participate, in the
distribution (within the meaning of the Securities Act) of the Exchange
Notes; and

· if you are a broker-dealer that will receive Exchange Notes for your own
account in exchange for Original Notes that were acquired as a result of
market-making activities or other trading activities, you will deliver a
prospectus (or to the extent permitted by law, make available a prospectus
to purchasers) in connection with any resale of such Exchange Notes. For
further information regarding resales of the Exchange Notes by broker-
dealers, see the discussion under the caption "Plan of Distribution."

Accrued Interest on the Exchange
The Exchange Notes will bear interest from (and including) the most recent
Notes and Original Notes
date on which interest on the Original Notes has been paid. If your Original
Notes are accepted for exchange, you will receive interest on the Exchange
Notes and not on the Original Notes, provided that you will receive interest
on the Original Notes and not the Exchange Notes if and to the extent the
record date for such interest payment occurs prior to completion of the
Exchange Offer. Any Original Notes not tendered will remain outstanding
and continue to accrue interest according to their terms.
4
Table of Contents
Conditions to the Exchange Offer

Our obligation to accept Original Notes tendered in the Exchange Offer is
subject to the satisfaction of certain customary conditions, including that we
will not be obligated to consummate the Exchange Offer upon the occurrence
of an event or events or the likely occurrence of an event or events that
would or might reasonably be expected to prohibit, restrict or delay the
consummation of the Exchange Offer or materially impair the contemplated
benefits of the Exchange Offer. No Exchange Offer is conditioned upon any
minimum amount of Original Notes being tendered or on the consummation
of any other Exchange Offer. Subject to applicable law, we may waive any of
these conditions in our sole discretion.
http://www.sec.gov/Archives/edgar/data/1159510/000104746916013641/a2228863z424b3.htm[6/6/2016 4:00:17 PM]

See "The Exchange Offer--Conditions to the Exchange Offer."

Procedures for Tendering Original
Notes
A tendering holder must, at or prior to the Expiration Date:

· transmit a properly completed and duly executed letter of transmittal,
including all other documents required by the letter of transmittal, to the
Exchange Agent at the address listed in this prospectus; or

· if Original Notes are tendered in accordance with the book-entry
procedures described in this prospectus, the tendering holder must transmit
an agent's message, as defined below, to the Exchange Agent at the address
listed in this prospectus.

See "The Exchange Offer--Procedures for Tendering."

Special Procedures for Beneficial
If you are a beneficial owner of Original Notes that are registered in the name
Owner
of your broker, dealer, commercial bank, trust company or other nominee,
and you wish to tender your Original Notes in the Exchange Offer, you
should promptly instruct the registered holder to tender on your behalf. See
"The Exchange Offer--Procedures for Tendering."

Withdrawal Rights
Tenders may be withdrawn at any time before 5:00 p.m., New York City
time, on the Expiration Date. See "The Exchange Offer--Withdrawal
Rights."

Acceptance of Original Notes and
Subject to the conditions stated in the section "The Exchange Offer--
Delivery of Exchange Notes
Conditions to the Exchange Offer" of this prospectus, we will accept for
exchange any and all Original Notes that are properly tendered in the
Exchange Offer and not validly withdrawn before 5:00 p.m., New York City
time, on the Expiration Date. The Exchange Notes will be delivered promptly
after the Expiration Date. See "The Exchange Offer--Terms of the Exchange
Offer."

Absence of Dissenters' Rights of
You do not have dissenters' rights of appraisal with respect to the Exchange
Appraisal
Offer. See "The Exchange Offer--Absence of Dissenters' Rights of
Appraisal."
5
Table of Contents
Material U.S. Federal Tax

Your exchange of Original Notes for Exchange Notes pursuant to the
Consequences
Exchange Offer will not be a taxable event for U.S. federal income tax
purposes. See "Taxation."

Exchange Agent
U.S. Bank National Association is serving as exchange agent (the "Exchange
Agent") in connection with the Exchange Offer. See "The Exchange Offer--
Exchange Agent."

Use of Proceeds
We will not receive any cash proceeds from the issuance of the Exchange
Notes in the Exchange Offer. The Original Notes surrendered and exchanged
for the Exchange Notes will be retired and canceled.

Resales
Based on existing interpretations of the Securities Act by the SEC staff set
forth in several no-action letters to third parties, and subject to the
immediately following sentence, we believe Exchange Notes issued under the
Exchange Offer in exchange for Original Notes may be offered for resale,
http://www.sec.gov/Archives/edgar/data/1159510/000104746916013641/a2228863z424b3.htm[6/6/2016 4:00:17 PM]

resold and otherwise transferred by the holders thereof (other than holders
that are broker-dealers) without further compliance with the registration and
prospectus delivery provisions of the Securities Act. However, any holder of
Original Notes that (i) is an affiliate of ours, (ii) participates, intends to
participate or has an arrangement or understanding with any person to
participate in the Exchange Offer for the purpose of distributing the
Exchange Notes, or (iii) is a broker-dealer that purchased the Original Notes
from us for resale pursuant to Rule 144A or any other available exemption
under the Securities Act, in each case (x) will not be able to rely on the
interpretations of the SEC staff set forth in the above mentioned no-action
letters, (y) will not be entitled to tender its Original Notes in the Exchange
Offer and (z) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or transfer of
the Original Notes unless such sale or transfer is made pursuant to an
exemption from such requirements.

Any broker-dealer that will receive Exchange Notes for its own account in
exchange for Original Notes that were acquired as a result of market-making
activities or other trading activities must deliver a prospectus (or to the extent
permitted by law, make available a prospectus to purchasers) in connection
with any resale of such Exchange Notes.
6
Table of Contents
Consequences Of Not Exchanging

If we complete the Exchange Offer and you do not exchange your Original
Original Notes
Notes in the Exchange Offer, your Original Notes will continue to be subject
to the existing restrictions on transfer described in the legend on your
Original Notes. Although your Original Notes will continue to accrue
interest, they will generally retain no rights under the Registration Rights
Agreement. We currently do not intend to register the Original Notes under
the Securities Act. Under limited circumstances, holders of the Original
Notes, including holders that are not permitted to participate in the Exchange
Offer or that may not freely sell Exchange Notes received in the Exchange
Offer, may require us to file, and to cause to become effective, a shelf
registration statement covering resales of Original Notes by these holders.
For more information regarding the consequences of not tendering your
Original Notes and our obligations to file a shelf registration statement, see
"The Exchange Offer--Consequences of Exchanging or Failing to Exchange
the Original Notes" and "The Exchange Offer--Registration Rights."

Affiliate Information
Credit Suisse Securities (USA) LLC, one of the initial purchasers of the
Original Notes, is an affiliate of the Issuer and the Guarantor.

Authorization
The issue of the Exchange Notes and the related Guarantee was duly
authorized by the board of directors of the Issuer on August 29, 2014,
March 24, 2015, May 7, 2015 and December 3, 2015 and the Chief Financial
Officer of the Guarantor on December 7, 2015.

Risk Factors
For a discussion of significant factors you should consider carefully before
deciding to participate in the Exchange Offer, see "Risk Factors--Risks
relating to the Exchange Offer" below.
7
Table of Contents
http://www.sec.gov/Archives/edgar/data/1159510/000104746916013641/a2228863z424b3.htm[6/6/2016 4:00:17 PM]

Document Outline

#1">
- #1">