Pricing Supplement No. G157 Prospectus dated June 30, 2017 | Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-218604-02 September 28, 2018 |
Financial Products |  |
$1,188,000 CS Notes due April 1, 2021 | |
| • | Investors will not receive any interest or dividend payments. |
| • | If a Barrier Event has not occurred on any trading day during the Observation Period, investors will receive the principal amount of their investment plus a return based on the absolute return of the Underlying. If a Barrier Event has not occurred, the Redemption Amount will not be greater than $1,240 and could be as low as $1,000. If a Barrier Event has occurred, investors will receive for each $1,000 principal amount of the securities an amount equal to $1,000 multiplied by the sum of one plus the Contingent Return. If a Barrier Event has occurred, your return will be limited by the Contingent Return regardless of the performance of the Underlying. |
| • | Senior unsecured obligations of Credit Suisse maturing April 1, 2021. Any payment on the securities is subject to our ability to pay our obligations as they become due. |
| • | Minimum purchase of $1,000. Minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. |
| • | The offering price for the securities was determined on September 28, 2018 (the “Trade Date”), and the securities are expected to settle on October 3, 2018 (the “Settlement Date”). Delivery of the securities in book-entry form only will be made through The Depository Trust Company. |
| • | The securities will not be listed on any exchange. |
Investing in the securities involves a number of risks. See “Selected Risk Considerations” beginning on page 6 of this pricing supplement and “Risk Factors” beginning on page PS-3 of any accompanying product supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying underlying supplement, any product supplement, the prospectus supplement and the prospectus. Any representation to the contrary is a criminal offense.
| Price to Public(1) | Underwriting Discounts and Commissions(2) | Proceeds to Issuer | |
| Per security | $1,000 | $8.75 | $991.25 |
| Total | $1,188,000 | $8,897.50 | $1,179,102.50 |
(1) Certain fiduciary accounts may pay a purchase price of at least $995 per $1,000 principal amount of securities.
(2) We or one of our affiliates will pay varying discounts and commissions of up to $8.75 per $1,000 principal amount of securities, for total discounts and commissions of $8,897.50. CSSU or another broker or dealer will forgo some or all discounts and commissions with respect to the sales of securities into certain fiduciary accounts. For more detailed information, please see “Supplemental Plan of Distribution (Conflicts of Interest)” in this pricing supplement.
The agent for this offering, Credit Suisse Securities (USA) LLC (“CSSU”), is our affiliate. For more information, see “Supplemental Plan of Distribution (Conflicts of Interest)” in this pricing supplement.
Credit Suisse currently estimates the value of each $1,000 principal amount of the securities on the Trade Date is $976.25 (as determined by reference to our pricing models and the rate we are currently paying to borrow funds through issuance of the securities (our “internal funding rate”)). See “Selected Risk Considerations” in this pricing supplement.
The securities are not deposit liabilities and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Switzerland or any other jurisdiction.
Credit Suisse
September 28, 2018
Key Terms
| Issuer: | Credit Suisse AG (“Credit Suisse”), acting through its London branch |
| Underlying: | The securities are linked to the performance of the S&P 500® Index. For more information on the Underlying, see “The Reference Indices— The S&P Dow Jones Indices—The S&P 500® Index” in the accompanying underlying supplement. The Underlying is identified in the table below, together with its Bloomberg ticker symbol, Initial Level, Upper Barrier and Lower Barrier. |
Underlying | Ticker | Initial Level | Upper Barrier | Lower Barrier | |
| S&P 500® Index | SPX <Index> | 2913.98 | 3613.3352 (124% of the Initial Level) | 2214.6248 (76% of the Initial Level) |
| Redemption Amount: | At maturity, for each $1,000 principal amount of securities, you will receive a Redemption Amount in cash that will equal $1,000 multiplied by the sum of one plus the Underlying Return, calculated as set forth below. Any payment on the securities is subject to our ability to pay our obligations as they become due. |
| Underlying Return: | The Underlying Return is expressed as a percentage and is calculated as follows: |
| • | If a Barrier Event has occurred, the Contingent Return. | |
| In this case, the Redemption Amount will be $1,030 for every $1,000 principal amount of the securities. | ||
| • | If a Barrier Event has not occured, theabsolute value of the Underlying Performance. |
| In this case, the maximum Redemption Amount is $1,240 for every $1,000 principal amount of the securities. | |
| Barrier Event: | A Barrier Event will occur if, on any trading day during the Observation Period, the closing level of the Underlying is either greater than the Upper Barrier or less than the Lower Barrier. |
| Contingent Return: | 3% |
| Underlying Performance: | The Underlying Performance is expressed as a percentage and is calculated as follows: |
| Final Level – Initial Level Initial Level | |
| Initial Level: | The closing level of the Underlying on the Trade Date, as set forth in the table above. |
| Final Level: | The closing level of the Underlying on the Valuation Date. |
| Observation Period: | The period from but excluding the Trade Date to and including the Valuation Date. |
| Valuation Date: | March 29, 2021, subject to postponement as set forth in any accompanying product supplement under “Description of the Securities—Postponement of calculation dates.” |
| Maturity Date: | April 1, 2021, subject to postponement as set forth in any accompanying product supplement under “Description of the Securities—Postponement of calculation dates.” If the Maturity Date is not a business day, the Redemption Amount will be payable on the first following business day, unless that business day falls in the next calendar month, in which case payment will be made on the first preceding business day. |
| Event of Default and Acceleration: | In case an event of default (as described in the accompanying prospectus) with respect to any issuance of securities shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the securities will be determined by the Calculation Agent and will equal, for each security, the amount to be received on the Maturity Date, calculated as though the date of acceleration were the Valuation Date. |
| CUSIP: | 22551L7B0 |
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Additional Terms Specific to the Securities
You should read this pricing supplement together with the underlying supplement dated April 19, 2018, the product supplement dated June 30, 2017, the prospectus supplement dated June 30, 2017 and the prospectus dated June 30, 2017, relating to our Medium-Term Notes of which these securities are a part. You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
| • | Underlying Supplement dated April 19, 2018:https://www.sec.gov/Archives/edgar/data/1053092/000095010318004962/dp89590_424b2-underlying.htm |
| • | Product Supplement No. I–G dated October 4, 2017:https://www.sec.gov/Archives/edgar/data/1053092/000095010317009709/dp81337_424b2-psg.htm |
| • | Prospectus Supplement and Prospectus dated June 30, 2017:http://www.sec.gov/Archives/edgar/data/1053092/000104746917004364/a2232566z424b2.htm |
In the event the terms of the securities described in this pricing supplement differ from, or are inconsistent with, the terms described in the underlying supplement, any product supplement, the prospectus supplement or prospectus, the terms described in this pricing supplement will control.
Our Central Index Key, or CIK, on the SEC website is 1053092. As used in this pricing supplement, “we,” “us,” or “our” refers to Credit Suisse.
This pricing supplement, together with the documents listed above, contains the terms of the securities and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, fact sheets, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. We may, without the consent of the registered holder of the securities and the owner of any beneficial interest in the securities, amend the securities to conform to its terms as set forth in this pricing supplement and the documents listed above, and the trustee is authorized to enter into any such amendment without any such consent. You should carefully consider, among other things, the matters set forth in “Selected Risk Considerations” in this pricing supplement and “Risk Factors” in any accompanying product supplement, “Foreign Currency Risks” in the accompanying prospectus, and any risk factors we describe in the combined Annual Report on Form 20-F of Credit Suisse Group AG and us incorporated by reference therein, and any additional risk factors we describe in future filings we make with the SEC under the Securities Exchange Act of 1934, as amended, as the securities involve risks not associated with conventional debt securities. You should consult your investment, legal, tax, accounting and other advisors before deciding to invest in the securities.
Prohibition of Sales to EEA Retail Investors
The securities may not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For the purposes of this provision:
(a) the expression “retail investor” means a person who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or
(ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Directive 2003/71/EC; and
(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the securities offered so as to enable an investor to decide to purchase or subscribe the securities.
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Hypothetical Redemption Amounts at Maturity
The table and examples below illustrate the hypothetical Redemption Amounts payable at maturity on a $1,000 investment in the securities for a hypothetical range of the performance of the Underlying. The table and examples below assume that (i) the Upper Barrier is equal to 124% of the Initial Level, (ii) the Lower Barrier is equal to 76% of the Initial Level and (iii) the Contingent Return is 3%. The actual Upper Barrier, Lower Barrier and Contingent Return are set forth in “Key Terms” herein. The hypothetical Redemption Amounts set forth below are provided for illustration purposes only. The actual Redemption Amount applicable to a purchaser of the securities will depend on whether a Barrier Event has occurred and the Final Level. You should consider carefully whether the securities are suitable to your investment goals. Any payment on the securities is subject to our ability to pay our obligations as they become due. The numbers appearing in the table and examples below have been rounded for ease of analysis.
TABLE 1:A Barrier Event occurs during the Observation Period
Percentage Change from the Initial Level to the Final Level | Underlying Return | Redemption Amount per $1,000 Principal Amount of Securities |
| 100% | 3% | $1,030 |
| 90% | 3% | $1,030 |
| 80% | 3% | $1,030 |
| 70% | 3% | $1,030 |
| 60% | 3% | $1,030 |
| 50% | 3% | $1,030 |
| 40% | 3% | $1,030 |
| 30% | 3% | $1,030 |
| 20% | 3% | $1,030 |
| 10% | 3% | $1,030 |
| 0% | 3% | $1,030 |
| −10% | 3% | $1,030 |
| −20% | 3% | $1,030 |
| −30% | 3% | $1,030 |
| −40% | 3% | $1,030 |
| −50% | 3% | $1,030 |
| −60% | 3% | $1,030 |
| −70% | 3% | $1,030 |
| −80% | 3% | $1,030 |
| −90% | 3% | $1,030 |
| −100% | 3% | $1,030 |
TABLE 2:A Barrier Event does not occur during the Observation Period
Percentage Change from the Initial Level to the Final Level | Underlying Return | Redemption Amount per $1,000 Principal Amount of Securities |
| 24% | 24% | $1,240 |
| 20% | 20% | $1,200 |
| 10% | 10% | $1,100 |
| 0% | 0% | $1,000 |
| -10% | 10% | $1,100 |
| -20% | 20% | $1,200 |
| -24% | 24% | $1,240 |
EXAMPLES:
The following examples illustrate how the Redemption Amount is calculated.
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Example 1:
A Barrier Event has occurred because, on a trading day during the Observation Period, the closing level of the Underlying was either greater than the Upper Barrier or less than the Lower Barrier. The level of the Underlying increases by 50% from the Initial Level to the Final Level. Therefore, the determination of the Redemption Amount is as follows:
| Underlying Return | = | the Contingent Return |
| = | 3% | |
| Redemption Amount | = | $1,000 × (1 + Underlying Return) |
| = | $1,000 × 1.03 | |
| = | $1,030 |
Even though the Underlying has appreciated from the Initial Level to the Final Level, you will not benefit from such appreciation.
Example 2:
A Barrier Event has occurred because, on a trading day during the Observation Period, the closing level of the Underlying was either greater than the Upper Barrier or less than the Lower Barrier. The level of the Underlying increases by 10% from the Initial Level to the Final Level. Therefore, the determination of the Redemption Amount is as follows:
| Underlying Return | = | the Contingent Return |
| = | 3% | |
| Redemption Amount | = | $1,000 × (1 + Underlying Return) |
| = | $1,000 × 1.03 | |
| = | $1,030 |
Even though the Final Level is between the Upper Barrier and the Lower Barrier, because a Barrier Event has occurred during the Observation Period, you will not benefit from the appreciation in the level of the Underlying.
Example 3:
A Barrier Event has occurred because, on a trading day during the Observation Period, the closing level of the Underlying was either greater than the Upper Barrier or less than the Lower Barrier. The level of the Underlying decreases by 60% from the Initial Level to the Final Level. Therefore, the determination of the Redemption Amount is as follows:
| Underlying Return | = | the Contingent Return |
| = | 3% | |
| Redemption Amount | = | $1,000 × (1 + Underlying Return) |
| = | $1,000 × 1.03 | |
| = | $1,030 |
Even though the Underlying has depreciated from the Initial Level to the Final Level, because a Barrier Event has occurred during the Observation Period, the Underlying Return is equal to the Contingent Return.
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Example 4:
A Barrier Event has not occurred because the closing level of the Underlying on any trading day during the Observation Period was never greater than the Upper Barrier or less than the Lower Barrier. The level of the Underlying increases by 10% from the Initial Level to the Final Level. Therefore, the determination of the Redemption Amount is as follows:
| Underlying Return | = | [(Final Level - Initial Level) / Initial Level] |
| = | 10% | |
| Redemption Amount | = | $1,000 × (1 + Underlying Return) |
| = | $1,000 × 1.10 | |
| = | $1,100 |
Because a Barrier Event has not occurred, the Underlying Return is equal to the absolute value of the Underlying Performance.
Example 5:
A Barrier Event has not occurred because the closing level of the Underlying on any trading day during the Observation Period was never greater than the Upper Barrier or less than the Lower Barrier. The Final Level is equal to the Initial Level. Therefore, the determination of the Redemption Amount is as follows:
| Underlying Return | = | [(Final Level - Initial Level) / Initial Level] |
| = | 0% | |
| Redemption Amount | = | $1,000 × (1 + Underlying Return) |
| = | $1,000 × 1 | |
| = | $1,000 |
Even though a Barrier Event has not occurred, because the Final Level is equal to the Initial Level, the Underlying Return is equal to $0. Therefore, your Redemption Amount will be less than your Redemption Amount if a Barrier Event had occurred.
Example 6:
A Barrier Event has not occurred because the closing level of the Underlying on any trading day during the Observation Period was never greater than the Upper Barrier or less than the Lower Barrier. The level of the Underlying decreases by 10% from the Initial Level to the Final Level. Therefore, the determination of the Redemption Amount is as follows
| Underlying Return | = | [(Final Level - Initial Level) / Initial Level] |
| = | 10% | |
| Redemption Amount | = | $1,000 × (1 + Underlying Return) |
| = | $1,000 × 1.10 | |
| = | $1,100 |
Even though the level of the Underlying has decreased, because a Barrier Event has not occurred, your Redemption Amount is equal to $1,000 multiplied by the sum of one plus the absolute value of the Underlying Performance and therefore positive.
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Selected Risk Considerations
An investment in the securities involves significant risks. Investing in the securities is not equivalent to investing directly in the Underlying. These risks are explained in more detail in the “Risk Factors” section of any accompanying product supplement.
| • | THE SECURITIES DO NOT PAY INTEREST — We will not pay interest on the securities. You may receive less at maturity than you could have earned on ordinary interest-bearing debt securities with similar maturities, including other of our debt securities, since the Redemption Amount is based on the performance of the Underlying. Even if the Redemption Amount is greater than the principal amount of your securities, the return payable on each security may not be enough to compensate you for any loss in value due to inflation and other factors relating to the value of money over time. |
| • | REGARDLESS OF THE AMOUNT OF ANY PAYMENT YOU RECEIVE ON THE SECURITIES, YOUR ACTUAL YIELD MAY BE DIFFERENT IN REAL VALUE TERMS— Inflation may cause the real value of any payment you receive on the securities to be less at maturity than it is at the time you invest. An investment in the securities also represents a forgone opportunity to invest in an alternative asset that generates a higher real return. You should carefully consider whether an investment that may result in a return that is lower than the return on alternative investments is appropriate for you. |
| • | THE SECURITIES ARE SUBJECT TO THE CREDIT RISK OF CREDIT SUISSE — Investors are dependent on our ability to pay all amounts due on the securities and, therefore, if we were to default on our obligations, you may not receive any amounts owed to you under the securities. In addition, any decline in our credit ratings, any adverse changes in the market’s view of our creditworthiness or any increase in our credit spreads is likely to adversely affect the value of the securities prior to maturity. |
| • | THE APPRECIATION POTENTIAL IS LIMITED—The appreciation potential of the securities is limited by the Upper Barrier and Lower Barrier. If a Barrier Event occurs during the Observation Period, you will receive a Redemption Amount for each $1,000 principal amount of securities equal to $1,000 multiplied by the sum of one plus the Contingent Return. Therefore, you will not benefit from any positive Underlying Return above the Upper Barrier or negative Underlying Return below the Lower Barrier. |
| • | IF A BARRIER EVENT DOES NOT OCCUR, THE REDEMPTION AMOUNT WILL BE SUBJECT TO AN EMBEDDED CAP — If, on any trading day during the Observation Period, the closing level of the Underlying is less than the Upper Barrier and greater than the Lower Barrier, the Redemption Amount will equal the principal amount of the securities you hold multiplied by the sum of one plus the absolute value of the Underlying Performance of the Lowest Performing Underlying. In this scenario, the maximum possible Redemption Amount of the securities is $1,240 per $1,000 principal amount of securities. Any payment on the securities is subject to our ability to pay our obligations as they become due. |
| • | IF A BARRIER EVENT OCCURS, YOU WILL RECEIVE THE PRINCIPAL AMOUNT OF YOUR SECURITIES PLUS THE CONDITIONAL RETURN, EVEN IF THE FINAL LEVEL IS BETWEEN THE UPPER BARRIER AND THE LOWER BARRIER—If a Barrier Event occurs during the Observation Period, you will receive a Redemption Amount for each $1,000 principal amount of securities equal to $1,000 multiplied by the sum of one plus the Contingent Return, even if the Final Level is between the Upper Barrier and the Lower Barrier. Therefore, if a Barrier Even occurs at any point during the Observation Period, you will not benefit from the absolute value of the Underlying Return. |
| • | THE PROBABILITY THAT A BARRIER EVENT WILL OCCUR WILL DEPEND ON THE VOLATILITY OF THE UNDERLYING—“Volatility” refers to the frequency and magnitude of changes in the level of the Underlying. The greater the expected volatility with respect to the Underlying on the Trade Date, the higher the expectation as of the Trade Date that a Barrier Event will occur during the Observation Period. The terms of the securities are set, in part, based on expectations about the volatility of the Underlying as of the Trade Date. The volatility of the Underlying can change significantly over the term of the securities. The level of the Underlying could rise or fall sharply, which could result in a Barrier Event occurring. You should be willing to accept the potential to lose any upside or downside participation in the Underlying at maturity. |
| • | HEDGING AND TRADING ACTIVITY — We or any of our affiliates may carry out hedging activities related to the securities, including in instruments related to the Underlying. We or our affiliates may also trade |
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instruments related to the Underlying from time to time. Any of these hedging or trading activities on or prior to the Trade Date and during the term of the securities could adversely affect our payment to you at maturity.
| • | THE ESTIMATED VALUE OF THE SECURITIES ON THE TRADE DATE IS LESS THAN THE PRICE TO PUBLIC— The initial estimated value of your securities on the Trade Date (as determined by reference to our pricing models and our internal funding rate) is less than the original Price to Public. The Price to Public of the securities includes any discounts or commissions as well as transaction costs such as expenses incurred to create, document and market the securities and the cost of hedging our risks as issuer of the securities through one or more of our affiliates (which includes a projected profit). These costs will be effectively borne by you as an investor in the securities. These amounts will be retained by Credit Suisse or our affiliates in connection with our structuring and offering of the securities (except to the extent discounts or commissions are reallowed to other broker-dealers or any costs are paid to third parties). |
On the Trade Date, we value the components of the securities in accordance with our pricing models. These include a fixed income component valued using our internal funding rate, and individual option components valued using mid-market pricing. As such, the payout on the securities can be replicated using a combination of these components and the value of these components, as determined by us using our pricing models, will impact the terms of the securities at issuance. Our option valuation models are proprietary. Our pricing models take into account factors such as interest rates, volatility and time to maturity of the securities, and they rely in part on certain assumptions about future events, which may prove to be incorrect.
Because Credit Suisse’s pricing models may differ from other issuers’ valuation models, and because funding rates taken into account by other issuers may vary materially from the rates used by Credit Suisse (even among issuers with similar creditworthiness), our estimated value at any time may not be comparable to estimated values of similar securities of other issuers.
| • | EFFECT OF INTEREST RATE USED IN STRUCTURING THE SECURITIES — The internal funding rate we use in structuring notes such as these securities is typically lower than the interest rate that is reflected in the yield on our conventional debt securities of similar maturity in the secondary market (our “secondary market credit spreads”). If on the Trade Date our internal funding rate is lower than our secondary market credit spreads, we expect that the economic terms of the securities will generally be less favorable to you than they would have been if our secondary market credit spread had been used in structuring the securities. We will also use our internal funding rate to determine the price of the securities if we post a bid to repurchase your securities in secondary market transactions. See “—Secondary Market Prices” below. |
| • | SECONDARY MARKET PRICES— If Credit Suisse (or an affiliate) bids for your securities in secondary market transactions, which we are not obligated to do, the secondary market price (and the value used for account statements or otherwise) may be higher or lower than the Price to Public and the estimated value of the securities on the Trade Date. The estimated value of the securities on the cover of this pricing supplement does not represent a minimum price at which we would be willing to buy the securities in the secondary market (if any exists) at any time. The secondary market price of your securities at any time cannot be predicted and will reflect the then-current estimated value determined by reference to our pricing models and other factors. These other factors include our internal funding rate, customary bid and ask spreads and other transaction costs, changes in market conditions and any deterioration or improvement in our creditworthiness. In circumstances where our internal funding rate is lower than our secondary market credit spreads, our secondary market bid for your securities could be more favorable than what other dealers might bid because, assuming all else equal, we use the lower internal funding rate to price the securities and other dealers might use the higher secondary market credit spread to price them. Furthermore, assuming no change in market conditions from the Trade Date, the secondary market price of your securities will be lower than the Price to Public because it will not include any discounts or commissions and hedging and other transaction costs. If you sell your securities to a dealer in a secondary market transaction, the dealer may impose an additional discount or commission, and as a result the price you receive on your securities may be lower than the price at which we may repurchase the securities from such dealer. |
We (or an affiliate) may initially post a bid to repurchase the securities from you at a price that will exceed the then-current estimated value of the securities. That higher price reflects our projected profit and costs that were included in the Price to Public, and that higher price may also be initially used for account statements or otherwise. We (or our affiliate) may offer to pay this higher price, for your benefit, but the amount of any
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excess over the then-current estimated value will be temporary and is expected to decline over a period of approximately three months.
The securities are not designed to be short-term trading instruments and any sale prior to maturity could result in a substantial loss to you. You should be willing and able to hold your securities to maturity.
| • | CREDIT SUISSE IS SUBJECT TO SWISS REGULATION — As a Swiss bank, Credit Suisse is subject to regulation by governmental agencies, supervisory authorities and self-regulatory organizations in Switzerland. Such regulation is increasingly more extensive and complex and subjects Credit Suisse to risks. For example, pursuant to Swiss banking laws, the Swiss Financial Market Supervisory Authority (FINMA) may open resolution proceedings if there are justified concerns that Credit Suisse is over-indebted, has serious liquidity problems or no longer fulfills capital adequacy requirements. FINMA has broad powers and discretion in the case of resolution proceedings, which include the power to convert debt instruments and other liabilities of Credit Suisse into equity and/or cancel such liabilities in whole or in part. If one or more of these measures were imposed, such measures may adversely affect the terms and market value of the securities and/or the ability of Credit Suisse to make payments thereunder and you may not receive any amounts owed to you under the securities. |
| • | LACK OF LIQUIDITY — The securities will not be listed on any securities exchange. Credit Suisse (or its affiliates) intends to offer to purchase the securities in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities when you wish to do so. Because other dealers are not likely to make a secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which Credit Suisse (or its affiliates) is willing to buy the securities. If you have to sell your securities prior to maturity, you may not be able to do so or you may have to sell them at a substantial loss. |
| • | POTENTIAL CONFLICTS— We and our affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation agent and as agent of the issuer for the offering of the securities, hedging our obligations under the securities and determining their estimated value. In performing these duties, the economic interests of us and our affiliates are potentially adverse to your interests as an investor in the securities. Further, hedging activities may adversely affect any payment on or the value of the securities. Any profit in connection with such hedging activities will be in addition to any other compensation that we and our affiliates receive for the sale of the securities, which creates an additional incentive to sell the securities to you. |
| • | UNPREDICTABLE ECONOMIC AND MARKET FACTORS WILL AFFECT THE VALUE OF THE SECURITIES — The payout on the securities can be replicated using a combination of the components described in “The estimated value of the securities on the Trade Date is less than the Price to Public.” Therefore, in addition to the level of the Underlying, the terms of the securities at issuance and the value of the securities prior to maturity may be influenced by factors that impact the value of fixed income securities and options in general, such as: |
| o | the expected and actual volatility of the Underlying; |
| o | the time to maturity of the securities; |
| o | the dividend rate on the equity securities included in the Underlying; |
| o | interest and yield rates in the market generally; |
| o | investors’ expectations with respect to the rate of inflation; |
| o | geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the equity securities included in the Underlying or markets generally and which may affect the level of the Underlying; and |
| o | our creditworthiness, including actual or anticipated downgrades in our credit ratings. |
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Some or all of these factors may influence the price that you will receive if you choose to sell your securities prior to maturity. The impact of any of the factors set forth above may enhance or offset some or all of any change resulting from another factor or factors.
| • | NO OWNERSHIP RIGHTS RELATING TO THE UNDERLYING — Your return on the securities will not reflect the return you would realize if you actually owned the equity securities that comprise the Underlying. The return on your investment is not the same as the total return based on the purchase of the equity securities included in the Underlying. |
| • | NO VOTING RIGHTS OR DIVIDEND PAYMENTS— As a holder of the securities, you will not have voting rights or rights to receive cash dividends or other distributions or other rights with respect to the equity securities included in the Underlying. |
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Supplemental Use of Proceeds and Hedging
We intend to use the proceeds of this offering for our general corporate purposes, which may include the refinancing of existing debt outside Switzerland. Some or all of the proceeds we receive from the sale of the securities may be used in connection with hedging our obligations under the securities through one or more of our affiliates. Such hedging or trading activities on or prior to the Trade Date and during the term of the securities (including on any calculation date, as defined in any accompanying product supplement) could adversely affect the value of the Underlying and, as a result, could decrease the amount you may receive on the securities at maturity. For additional information, see “Supplemental Use of Proceeds and Hedging” in any accompanying product supplement.
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Historical Information
The following graph sets forth the historical performance of the Underlying based on the closing levels of the Underlying from January 2, 2013 through September 28, 2018. We obtained the historical information below from Bloomberg, without independent verification.
You should not take the historical levels of the Underlying as an indication of future performance of the Underlying or the securities. Any historical trend in the level of the Underlying during any period set forth below is not an indication that the level of the Underlying is more or less likely to increase or decrease at any time over the term of the securities.
For additional information on the S&P 500® Index, see “The Reference Indices— The S&P Dow Jones Indices—The S&P 500® Index” in the accompanying underlying supplement.
The closing level of the S&P 500® Index on September 28, 2018 was 2913.98.
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United States Federal Tax Considerations
This discussion supplements and, to the extent inconsistent therewith, supersedes the discussion in the accompanying product supplement under “Material United States Federal Income Tax Considerations.” The discussions below and in the accompanying product supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Internal Revenue Code.
In the opinion of our counsel, Davis Polk & Wardwell LLP, the securities should be treated as debt instruments for U.S. federal income tax purposes. In addition, our counsel believes that it would be reasonable to treat the securities as “contingent payment debt instruments” for U.S. federal income tax purposes, as described in the section of the accompanying product supplement called “Material United States Federal Income Tax Considerations—U.S. Holders—Contingent Payment Debt Instruments,” and the remaining discussion assumes that this treatment of the securities is respected.
If you are a U.S. Holder, you will be required to recognize interest income during the term of the securities at the “comparable yield,” which generally is the yield at which we could issue a fixed-rate debt instrument with terms similar to those of the securities, including the level of subordination, term, timing of payments and general market conditions, but excluding any adjustments for the riskiness of the contingencies or the liquidity of the securities. We are required to construct a “projected payment schedule” in respect of the securities representing a payment the amount and timing of which would produce a yield to maturity on the securities equal to the comparable yield. Assuming you hold the securities until their maturity, the amount of interest you include in income based on the comparable yield in the taxable year in which the securities mature will be adjusted upward or downward to reflect the difference, if any, between the actual and projected payment on the securities at maturity as determined under the projected payment schedule.
Upon the sale, exchange or retirement of the securities prior to maturity, you generally will recognize gain or loss equal to the difference between the proceeds received and your adjusted tax basis in the securities. Your adjusted tax basis will equal your purchase price for the securities, increased by interest previously included in income on the securities. Any gain generally will be treated as ordinary income, and any loss generally will be treated as ordinary loss to the extent of prior interest inclusions on the security and as capital loss thereafter.
If the payment at maturity becomes fixed as a result of a Barrier Event that occurs more than six months prior to the maturity date, you will be required to account for the difference between the originally projected payment at maturity and the fixed payment in a reasonable manner over the remaining term of the securities. In addition, the character of any gain or loss recognized upon sale or exchange of the securities after any such barrier event will be affected. You should consult your tax advisor concerning the tax consequences of a Barrier Event.
We have determined that the comparable yield for a security is a rate of 3.03%, compounded semi-annually, and that the projected payment schedule with respect to a security is as follows:
| Payment Dates | Projected payment (per $1,000) | OID deemed to accrue during accrual period (per $1,000) | Total OID deemed to have accrued from original issue date as of end of accrual period (per $1,000) |
| April 1, 2019 | $0.00 | $14.98 | $14.98 |
| October 1, 2019 | $0.00 | $15.38 | $30.36 |
| April 1, 2020 | $0.00 | $15.61 | $45.97 |
| October 1, 2020 | $0.00 | $15.85 | $61.81 |
| April 1, 2021 | $1,077.90 | $16.09 | $77.90 |
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Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual amount that we will pay on the securities.
Non-U.S. Holders. Subject to the discussions in the next paragraph and in “Material United States Federal Income Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder (as defined in the accompanying product supplement) of the securities, you generally will not be subject to U.S. federal withholding or income tax in respect of any amount paid to you with respect to the securities, provided that (i) income in respect of the securities is not effectively connected with your conduct of a trade or business in the United States, and (ii) you comply with the applicable certification requirements. See “Material United States Federal Income Tax Considerations —Non-U.S. Holders Generally” in the accompanying product supplement for a more detailed discussion of the rules applicable to Non-U.S. Holders of the securities.
As discussed under “Material United States Federal Income Tax Considerations—Non-U.S. Holders Generally—Substitute Dividend and Dividend Equivalent Payments” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code generally imposes a 30% withholding tax on “dividend equivalents” paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities. Treasury regulations under Section 871(m), as modified by an Internal Revenue Service (the “IRS”) notice, exclude from their scope financial instruments issued in 2018 that do not have a “delta” of one with respect to any U.S. equity. Based on the terms of the securities and representations provided by us, our counsel is of the opinion that the securities should not be treated as transactions that have a “delta” of one within the meaning of the regulations with respect to any U.S. equity and, therefore, should not be subject to withholding tax under Section 871(m).
A determination that the securities are not subject to Section 871(m) is not binding on the IRS, and the IRS may disagree with this determination. Moreover, Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions with respect to a U.S. equity to which the securities relate. You should consult your tax advisor regarding the potential application of Section 871(m) to the securities.
We will not be required to pay any additional amounts with respect to U.S. federal withholding taxes.
You should read the section entitled “Material United States Federal Income Tax Considerations” in the accompanying product supplement.
You should also consult your tax advisor regarding all aspects of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
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Supplemental Plan of Distribution (Conflicts of Interest)
Under the terms and subject to the conditions contained in a distribution agreement dated May 7, 2007, as amended, which we refer to as the distribution agreement, we have agreed to sell the securities to CSSU.
The distribution agreement provides that CSSU is obligated to purchase all of the securities if any are purchased.
CSSU will offer the securities at the offering price set forth on the cover page of this pricing supplement and will receive varying discounts and commissions of up to $8.75 per $1,000 principal amount of securities,for total discounts and commissions of $8,897.50.CSSU may re-allow some or all of the discount on the principal amount per security on sales of such securities by other brokers or dealers. CSSU or another broker or dealer will forgo some or all discounts and commissions with respect to the sales of securities into certain fiduciary accounts. If all of the securities are not sold at the initial offering price, CSSU may change the public offering price and other selling terms.
An affiliate of Credit Suisse has paid or may pay in the future a fixed amount to broker-dealers in connection with the costs of implementing systems to support these securities.
We expect to deliver the securities against payment for the securities on the Settlement Date indicated herein, which may be a date that is greater than two business days following the Trade Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, if the Settlement Date is more than two business days after the Trade Date, purchasers who wish to transact in the securities more than two business days prior to the Settlement Date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The agent for this offering, CSSU, is our affiliate. In accordance with FINRA Rule 5121, CSSU may not make sales in this offering to any of its discretionary accounts without the prior written approval of the customer. A portion of the net proceeds from the sale of the securities will be used by CSSU or one of its affiliates in connection with hedging our obligations under the securities.
For further information, please refer to “Underwriting (Conflicts of Interest)” in any accompanying product supplement.
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Validity of the Securities
In the opinion of Davis Polk & Wardwell LLP, as United States counsel to Credit Suisse, when the securities offered by this pricing supplement have been executed and issued by Credit Suisse and authenticated by the trustee pursuant to the indenture, and delivered against payment therefor, such securities will be valid and binding obligations of Credit Suisse, enforceable against Credit Suisse in accordance with their terms, subject to (i) applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, (ii) possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights and (iii) concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York, except that such counsel expresses no opinion as to the application of state securities or Blue Sky laws to the securities. Insofar as this opinion involves matters governed by Swiss law, Davis Polk & Wardwell LLP has relied, without independent inquiry or investigation, on the opinion of Homburger AG, dated August 31, 2018 and filed by Credit Suisse as an exhibit to a Current Report on Form 6-K on August 31, 2018. The opinion of Davis Polk & Wardwell LLP is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinion of Homburger AG. In addition, the opinion of Davis Polk & Wardwell LLP is subject to customary assumptions about the establishment of the terms of the securities, the trustee’s authorization, execution and delivery of the indenture and its authentication of the securities, and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP dated August 31, 2018, which was filed by Credit Suisse as an exhibit to a Current Report on Form 6-K on August 31, 2018. Davis Polk & Wardwell LLP expresses no opinion as to waivers of objections to venue, the subject matter or personal jurisdiction of a United States federal court or the effectiveness of service of process other than in accordance with applicable law. In addition, such counsel notes that the enforceability in the United States of Section 10.08(c) of the indenture is subject to the limitations set forth in the United States Foreign Sovereign Immunities Act of 1976.
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Credit Suisse