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The information in this preliminary pricing supplement is not complete and
may be changed. This preliminary pricing
supplement is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any jurisdiction where
the offer or sale is not permitted.
Subject to completion dated October 11, 2018
Preliminary Pricing Supplement No. U3337
To the Underlying Supplement dated April 19, 2018,
Product Supplement No. I-B dated June 30, 2017,
Prospectus Supplement dated June 30, 2017 and
Prospectus dated June 30, 2017
Financial
Products
Contingent Coupon Callable Yield Notes due October 22, 2020
Linked to the Performance of the Lowest Performing of the S&P 5000 Index,
the Russell 20000 Index and the
Nasdaq-100 Index
• The securities do not guarantee any return of principal at maturity and do
not provide for the regular payment of interest.
• Subject to Early Redemption, if a Coupon Barrier Event has not occurred on
any trading day during an Observation Period,
we will pay a contingent coupon expected to be $30 (to be determined on the
Trade Date) per $1,000 principal amount of
securities on the immediately following Contingent Coupon Payment Date. If a
Coupon Barrier Event has occurred, no
contingent coupon will be paid on the immediately following Contingent
Coupon Payment Date.
• We may redeem the securities, in whole but not in part, on any Contingent
Coupon Payment Date scheduled to occur on or
after January 22, 2019 but prior to the Maturity Date. No further payments
will be made following an Early Redemption.
Investors should be willing to (i) forgo dividends and the potential to
participate in any appreciation of any Underlying and
(ii) lose some or all of their investment if a Knock-In Event has occurred.
• Senior unsecured obligations of Credit Suisse maturing October 22, 2020.
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 is expected to be determined on or
about October 17, 2018 (the "Trade Date"), and the
securities are expected to settle on or about October 22, 2018 (the
"Settlement Date"). Delivery of the securities in bookentry
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 7 of this
pricing supplement and "Risk Factors" beginning on page PS-3 of any
accompanying product supplement.
EFTA01425313
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.
Per security
Total
Price to Public(1)
$1,000
Underwriting Discounts
and Commissions(2)
$
Proceeds to Issuer
$
$
(1) CSSU or any other agent may pay selected broker-dealers and other
distributors additional marketing, referral or other fees,
commissions or retrocessions of up to 1.50% in connection with the
distribution of the securities. In no case will the sum of the
fees, commissions or retrocessions exceed 1.50%.
(2) We or any agent (one of which may be our affiliate) may pay varying
discounts and commissions of up to $15 per $1,000
principal amount of securities. For more detailed information, please see
"Supplemental Plan of Distribution (Conflicts of
Interest)" in this pricing supplement.
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 will be
between $960 and $990 (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")). This range of estimated values reflects
terms that are not yet fixed. A single estimated value reflecting final
terms will be determined on the Trade Date. 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
October , 2018
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-218604-02
October 11, 2018
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Key Terms
Issuer:
Credit Suisse AG ("Credit Suisse"), acting through its London branch
Underlyings: The securities are linked to the performance of the lowest
performing of the Underlyings set forth in the table
below. For more information on the Underlyings, see "The Reference Indices--
The S&P Dow Jones Indices—
The S&P 500® Index," "The Reference Indices—The FTSE Russell Indices—The
Russell 20000 Index" and
"The Reference Indices—The NASDAQ-100 Index" in the accompanying underlying
supplement. Each
Underlying is identified in the table below, together with its Bloomberg
ticker symbol, Initial Level and expected
Knock-In Level and Coupon Barrier Level (each level to be determined on the
Trade Date):
Underlying
S&P 500s Index
Russell 2000®
Index
Nasdaq-100
Index
Contingent
Coupons:
Ticker
SPX <Index>
RTY <Index>
NDX <Index>
Initial Level
Knock-In Level
(Approximately 75%
of Initial Level)
(Approximately 75%
of Initial Level)
(Approximately 75%
of Initial Level)
Coupon Barrier Level
(Approximately 75%
of Initial Level)
(Approximately 75%
of Initial Level)
(Approximately 75%
of Initial Level)
Subject to Early Redemption, if a Coupon Barrier Event does not occur, we
will pay a contingent coupon
expected to be at least $30 (to be determined on the Trade Date) per $1,000
principal amount of securities on
the immediately following Contingent Coupon Payment Date. If a Coupon
Barrier Event has occurred, no
contingent coupon will be paid on the immediately following Contingent
Coupon Payment Date. If any
Contingent Coupon Payment Date is not a business day, the contingent coupon
EFTA01425315
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. The amount of any contingent
coupon will not be adjusted in respect
of any postponement of a Contingent Coupon Payment Date and no interest or
other payment will be payable
hereon because of any such postponement of a Contingent Coupon Payment Date.
No contingent coupons will
be payable following an Early Redemption. Contingent coupons, if any, will
be payable on the applicable
Contingent Coupon Payment Date to the holder of record at the close of
business on the business day
immediately preceding the applicable Contingent Coupon Payment Date;
provided that the contingent coupon
payable on the Early Redemption Date or Maturity Date, as applicable, will
be payable to the person to whom
the Early Redemption Amount or the Redemption Amount, as applicable, is
payable.
Coupon
Barrier
Event:
Observation
Periods:
Redemption
Amount:
A Coupon Barrier Event will occur if, on any trading day during an
Observation Period, the closing level of any
Underlying is less than its Coupon Barrier Level.
Each Observation Period will be from but excluding an Observation Date to
and including the next following
Observation Date, provided that the first Observation Period will be from
and excluding the Trade Date to and
including the first Observation Date.
Subject to Early Redemption, at maturity, the Redemption Amount you will
receive will depend on the individual
performance of each Underlying and whether a Knock-In Event has occurred.
For each $1,000 principal amount
of securities, the Redemption Amount will be determined as follows:
•
If a Knock-In Event has not occurred, $1,000. Therefore, you will not
participate in any appreciation of
any Underlying.
•
If a Knock-In Event has occurred, $1,000 multiplied by the sum of one plus
the Underlying Return of the
Lowest Performing Underlying. In this case, the Redemption Amount will be
less than $750 per $1,000
principal amount of securities. You could lose your entire investment.
Any payment on the securities is subject to our ability to pay our
obligations as they become due.
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Early
Redemption:
The Issuer may redeem the securities in whole, but not in part, on any
Contingent Coupon Payment Date
scheduled to occur on or after January 22, 2019 but prior to the Maturity
Date, upon notice to the trustee on or
before the immediately preceding Observation Date for $1,000 for each $1,000
principal amount of the
securities (the "Early Redemption Amount"), together with the contingent
coupon, if any, payable on that
Contingent Coupon Payment Date (the "Early Redemption Date"). No further
payments will be made in respect
of the securities. Payment will be made in respect of the Early Redemption
on the Contingent Coupon Payment
Date immediately following the relevant Observation Date. Any payment on the
securities is subject to our
ability to pay our obligations as they become due.
Knock-In
Event:
A Knock-In Event will occur if the Final Level of any Underlying is less
than its Knock-In Level.
1
EFTA01425317
Lowest
Performing
Underlying:
Underlying
Return:
The Underlying with the lowest Underlying Return.
For each Underlying, the lesser of (i) zero and (ii) an amount calculated as
follows:
Final Level - Initial Level
Initial Level
Initial Level: For each Underlying, the closing level of such Underlying on
the Trade Date. In the event that the closing level
for any Underlying is not available on the Trade Date, the Initial Level for
such Underlying will be determined on
the immediately following trading day on which a closing level is available.
Final Level: For each Underlying, the closing level of such Underlying on
the Valuation Date.
Valuation
Date:
Maturity
Date:
CUSIP:
Key Dates:
October 19, 2020, subject to postponement as set forth in any accompanying
product supplement under
"Description of the Securities—Postponement of calculation dates."
October 22, 2020, 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.
22551LFJ4
Each Observation Date and Contingent Coupon Payment Date is set forth in the
table below. The Key Dates
are subject to postponement as set forth in any accompanying product
supplement under "Description of the
Securities—Postponement of calculation dates."
Observation Dates
January 16, 2019
April 16, 2019
July 17, 2019
October 17, 2019
January 16, 2020
April 17, 2020
July 17, 2020
Valuation Date
Contingent Coupon Payment
Dates
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January 22, 2019
April 22, 2019
July 22, 2019
October 22, 2019
January 22, 2020
April 22, 2020
July 22, 2020
Maturity Date
You may revoke your offer to purchase the securities at any time prior to
the time at which we accept such offer on
the date the securities are priced. We reserve the right to change the terms
of, or reject any offer to purchase the
securities prior to their issuance. In the event of any changes to the terms
of the securities, we will notify you and you
will be asked to accept such changes in connection with your purchase. You
may also choose to reject such changes
in which case we may reject your offer to purchase.
2
EFTA01425319
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-B dated June 30, 2017:
http://www.sec.gov/Archives/edgar/data/1053092/000095010317006316/-
dp77781_424b2-ib.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
EFTA01425320
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.
3
EFTA01425321
Hypothetical Redemption Amounts and Total Payments on the Securities
The tables and examples below illustrate, for a $1,000 investment in the
securities, hypothetical Redemption Amounts payable
at maturity for a hypothetical range of Underlying Returns of the Lowest
Performing Underlying and, in the case of Table 2, total
contingent coupons payable over the term of the securities, which will
depend on the number of Coupon Barrier Events that
have occurred over the term of the securities. The tables and examples below
assume (i) if a Coupon Barrier Event does not
occur on any trading day during an Observation Period, a contingent coupon
of $30 per $1,000 principal amount of securities
will be paid on the immediately following Contingent Coupon Payment Date,
(ii) the securities are not redeemed prior to
maturity, (iii) the term of the securities is exactly two years and (iv) the
Knock-In Level for each Underlying is 75% of the Initial
Level of such Underlying. The actual contingent coupon and Knock-In Levels
will be determined on the Trade Date. The
examples are intended to illustrate hypothetical calculations of only the
Redemption Amount and do not illustrate the calculation
or payment of any individual contingent coupon.
The hypothetical Redemption Amounts and total contingent coupons set forth
below are for illustrative purposes only. The
actual Redemption Amount and total contingent coupons applicable to a
purchaser of the securities, if any, will depend on the
number of Coupon Barrier Events that have occurred over the term of the
securities, whether a Knock-In Event has occurred
and on the Final Level of the Lowest Performing Underlying It is not
possible to predict how many Coupon Barrier Events will
occur, if any, or whether a Knock-In Event will occur and, in the event that
there is a Knock-In Event, by how much the level of
the Lowest Performing Underlying has decreased from its Initial Level to its
Final Level. You will not participate in any
appreciation in the Underlyings. 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
tables and examples below have been rounded for ease of analysis.
TABLE 1: Hypothetical Redemption Amounts
Percentage Change from the Initial
Level to the Final Level of the
Lowest Performing Underlying
Underlying Return of the Lowest
Performing Underlying
100%
90%
80%
70%
60%
50%
40%
30%
EFTA01425322
20%
10%
0%
-10%
-20%
-25%
-26%
-30%
-40%
-50%
-60%
-70%
-80%
-90%
-100%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
-10%
-20%
-25%
-26%
-30%
-40%
-50%
-60%
-70%
-80%
-90%
-100%
Redemption Amount (excluding
contingent coupons, if any)
$1,000
$1,000
$1,000
$1,000
$1,000
$1,000
$1,000
$1,000
$1,000
$1,000
$1,000
EFTA01425323
$1,000
$1,000
$1,000
$740
$700
$600
$500
$400
$300
$200
$100
$0
Total Contingent Coupons
(See Table 2 below)
4
EFTA01425324
TABLE 2: The expected total contingent coupons will depend on how many
Coupon Barrier Events occur.
Number of Coupon Barrier Events
A Coupon Barrier Event does not occur during any Observation Period
A Coupon Barrier Event occurs during 1 Observation Period
A Coupon Barrier Event occurs during 2 Observation Periods
A Coupon Barrier Event occurs during 3 Observation Periods
A Coupon Barrier Event occurs during 4 Observation Periods
A Coupon Barrier Event occurs during 5 Observation Periods
A Coupon Barrier Event occurs during 6 Observation Periods
A Coupon Barrier Event occurs during 7 Observation Periods
A Coupon Barrier Event occurs during 8 Observation Periods
The following examples illustrate how the Redemption Amount is calculated.
Total Contingent Coupons
$240
$210
$180
$150
$120
$90
$60
$30
$0
The total payment on the securities will be equal to the Redemption Amount
applicable to an investor plus the total contingent
coupons payable on the securities.
5
EFTA01425325
Example 1: A Knock-In Event has occurred.
Underlying
Final Level
SPX
RTY
NDX
110% of Initial Level
50% of Initial Level
90% of Initial Level
Because the Final Level of an Underlying is less than its Knock-In Level, a
Knock-In Event has occurred. RTY is the Lowest
Performing Underlying.
Therefore, the Redemption Amount is determined as follows:
Underlying Return of the
Lowest Performing
Underlying
Redemption Amount
= the lesser of (i) zero and (ii) (Final Level - Initial Level) / Initial
Level
= the lesser of (i) zero and (ii) -50%
= -50%
= $1,000 x (1 + Underlying Return of the Lowest Performing Underlying)
= $1,000 x 0.50
= $500
Even though the Final Level of an Underlying is greater than its Initial
Level, you will not participate in such appreciation of such
Underlying and you will be exposed to the depreciation in the Lowest
Performing Underlying.
Example 2: A Knock-In Event has not occurred.
Underlying
SPX
RTY
NDX
Final Level
110% of Initial Level
105% of Initial Level
110% of Initial Level
Because the Final Level of each Underlying is equal to or greater than its
Knock-In Level, a Knock-In Event has not occurred.
Even though the Final Level of each Underlying is greater than its Initial
Level, you will not participate in the appreciation of any
Underlying.
Therefore, the Redemption Amount equals $1,000.
Example 3: A Knock-In Event has not occurred.
Underlying
SPX
RTY
NDX
Final Level
95% of Initial Level
80% of Initial Level
EFTA01425326
90% of Initial Level
Even though the Final Level of each Underlying is less than its Initial
Level, because the Final Level of each Underlying is equal
to or greater than its Knock-In Level, a Knock-In Event has not occurred.
Therefore, the Redemption Amount equals $1,000.
6
EFTA01425327
Selected Risk Considerations
An investment in the securities involves significant risks Investing in the
securities is not equivalent to investing directly in the
Underlyings. These risks are explained in more detail in the "Risk Factors"
section of any accompanying product supplement.
• YOU MAY RECEIVE LESS THAN THE PRINCIPAL AMOUNT AT MATURITY- If the
securities are not redeemed prior
to the Maturity Date, you may receive less at maturity than you originally
invested in the securities, or you may receive
nothing, excluding contingent coupons, if any. If a Knock-In Event has
occurred, you will be fully exposed to any
depreciation in the Lowest Performing Underlying. In this case, the
Redemption Amount you will receive will be less than
the principal amount of the securities, and you could lose your entire
investment. It is not possible to predict whether a
Knock-In Event will occur, and in the event that there is a Knock-In Event,
by how much the level of the Lowest Performing
Underlying has decreased from its Initial Level to its Final Level. Any
payment on the securities is subject to our ability to
pay our obligations as they become due.
• 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 DO NOT PROVIDE FOR REGULAR FIXED INTEREST PAYMENTS— Unlike
conventional debt
securities, the securities do not provide for regular fixed interest
payments. The number of contingent coupons you receive
over the term of the securities, if any, will depend on the performance of
the Underlyings during the term of the securities
and the number of Coupon Barrier Events that occur. If a Coupon Barrier
Event has occurred during any Observation
Period, you will not receive a contingent coupon on the Contingent Coupon
Payment Date immediately following such
Observation Period. Accordingly, if a Coupon Barrier Event occurs during
every Observation Period, you will not receive
any contingent coupons during the term of the securities. Thus, the
securities are not a suitable investment for investors
who require regular fixed income payments, since the number of contingent
coupons is variable and may be zero.
In addition, if rates generally increase over the term of the securities, it
is more likely that the contingent coupon, if any,
could be less than the yield one might receive based on market rates at that
time. This would have the further effect of
decreasing the value of your securities both nominally in terms of below-
EFTA01425328
market coupons and in real value terms.
Furthermore, it is possible that you will not receive some or all of the
contingent coupons over the term of the securities,
and still lose your principal amount. Even if you do receive some or all of
your principal amount at maturity, you will not be
compensated for the time value of money. These securities are not short-term
investments, so you should carefully
consider these risks before investing.
• MORE FAVORABLE TERMS TO YOU ARE GENERALLY ASSOCIATED WITH AN UNDERLYING
WITH GREATER
EXPECTED VOLATILITY AND THEREFORE CAN INDICATE A GREATER RISK OF LOSS—
"Volatility" refers to the
frequency and magnitude of changes in the level of an Underlying. The
greater the expected volatility with respect to an
Underlying on the Trade Date, the higher the expectation as of the Trade
Date that the closing level of such Underlying
could be less than its (i) Coupon Barrier Level on any trading day during an
Observation Period or (ii) Knock-In Level on
the Valuation Date, indicating a higher expected risk of loss on the
securities. This greater expected risk will generally be
reflected in a higher contingent coupon than the yield payable on our
conventional debt securities with a similar maturity,
or in more favorable terms (such as lower Coupon Barrier Levels or Knock-In
Levels) than for similar securities linked to
the performance of an underlying with a lower expected volatility as of the
Trade Date. You should therefore understand
that a relatively higher contingent coupon may indicate an increased risk of
loss. Further, relatively lower Coupon Barrier
Levels or Knock-In Levels may not necessarily indicate that you will receive
a contingent coupon on any Contingent
Coupon Payment Date or that the securities have a greater likelihood of a
return of principal at maturity. The volatility of
any Underlying can change significantly over the term of the securities. The
levels of the Underlyings for your securities
could fall sharply, which could result in a significant loss of principal
You should be willing to accept the downside market
risk of the Underlyings and the potential to lose a significant amount of
your principal at maturity.
• AT MATURITY OR UPON EARLY REDEMPTION, THE SECURITIES WILL NOT PAY MORE
THAN THE PRINCIPAL
AMOUNT PLUS THE FINAL CONTINGENT COUPON, IF ANY— At maturity or upon Early
Redemption, the securities
will not pay more than the principal amount plus the final contingent
coupon, if any, regardless of the performance of any
Underlying. Even if the Final Level of each Underlying is greater than its
respective Initial Level, you will not participate in
the appreciation of any Underlying. The maximum amount payable with respect
to the securities (excluding contingent
coupons, if any) is $1,000 for each $1,000 principal amount of the
securities.
• THE SECURITIES ARE SUBJECT TO THE CREDIT RISK OF CREDIT SUISSE - Investors
EFTA01425329
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.
7
EFTA01425330
• THE SECURITIES ARE SUBJECT TO A POTENTIAL EARLY REDEMPTION, WHICH EXPOSES
YOU TO
REINVESTMENT RISK— Market events could affect our decision to redeem the
securities. For example, it is more likely
that Credit Suisse will redeem the securities prior to the Maturity Date at
a time when Credit Suisse believes it will be likely
to pay contingent coupons over the term of the securities and could issue a
comparable debt security with a lower
contingent coupon. If we redeem the securities prior to maturity, you may
not be able to invest in other securities with a
similar level of risk that offer the same contingent coupon as the
securities.
• AN EARLY REDEMPTION WOULD LIMIT YOUR OPPORTUNITY TO BE PAID CONTINGENT
COUPONS OVER THE
FULL TERM OF THE SECURITIES— The securities are subject to a potential Early
Redemption on any Contingent
Coupon Payment Date scheduled to occur on or after January 22, 2019 but
prior to the Maturity Date, upon notice to the
trustee on or before the immediately preceding Observation Date. If the
securities are redeemed prior to the Maturity Date,
you will receive a cash payment equal to the principal amount of your
securities and the contingent coupon payable, if any,
on that Contingent Coupon Payment Date, and no further payments will be made
in respect of the securities. In this case,
you will lose the opportunity to continue to be paid contingent coupons from
the date of Early Redemption to the scheduled
Maturity Date.
• YOU WILL BE SUBJECT TO RISKS RELATING TO THE RELATIONSHIP BETWEEN THE
UNDERLYINGS— The
securities are linked to the individual performance of each Underlying. As
such, the securities will perform poorly if only
one of the Underlyings performs poorly. For example, if one Underlying
appreciates from its Initial Level to its Final Level,
but the Final Level of the Lowest Performing Underlying is less than its
Knock-In Level, you will be exposed to the
depreciation of the Lowest Performing Underlying and you will not benefit
from the performance of any other Underlying.
Each additional Underlying to which the securities are linked increases the
risk that the securities will perform poorly. By
investing in the securities, you assume the risk that (i) the Final Level of
at least one of the Underlyings will be less than its
Knock-In Level and (ii) a Coupon Barrier Event occurs with respect to at
least one of the Underlyings during one or more
Observation Periods, regardless of the performance of any other Underlying.
It is impossible to predict the relationship between the Underlyings. If the
performances of the Underlyings exhibit no
relationship to each other, it is more likely that one of the Underlyings
will cause the securities to perform poorly. However,
if the performances of the equity securities included in each Underlying are
related such that the performances of the
Underlyings are correlated, then there is less likelihood that only one
EFTA01425331
Underlying will cause the securities to perform poorly.
Furthermore, to the extent that each Underlying represents a different
market segment or market sector, the risk of one
Underlying performing poorly is greater. As a result, you are not only
taking market risk on each Underlying, you are also
taking a risk relating to the relationship among the Underlyings.
• THE SECURITIES ARE LINKED TO THE RUSSELL 20009 INDEX AND ARE SUBJECT TO
THE RISKS ASSOCIATED
WITH SMALL-CAPITALIZATION COMPANIES— The Russell 20009 Index is composed of
equity securities issued by
companies with relatively small market capitalization. These equity
securities often have greater stock price volatility,
lower trading volume and less liquidity than the equity securities of large-
capitalization companies, and are more
vulnerable to adverse business and economic developments than those of large-
capitalization companies. In addition,
small-capitalization companies are typically less established and less
stable financially than large-capitalization
companies. These companies may depend on a small number of key personnel,
making them more vulnerable to loss of
personnel. Such companies tend to have smaller revenues, less diverse
product lines, smaller shares of their product or
service markets, fewer financial resources and less competitive strengths
than large-capitalization companies and are
more susceptible to adverse developments related to their products.
Therefore, the Russell 20000 Index may be more
volatile than it would be if it were composed of equity securities issued by
large-capitalization companies.
• 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 Underlyings. We or our
affiliates may also trade instruments related to the
Underlyings 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 MAY BE 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) may be significantly 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
EFTA01425332
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
8
EFTA01425333
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
EFTA01425334
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 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.
EFTA01425335
• 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
9
EFTA01425336
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 may be less than the Price to Public."
Therefore, in addition to the levels of any 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 Underlyings;
o the expected and actual correlation, if any, between the Underlyings;
o the time to maturity of the securities;
o the dividend rate on the equity securities included in the Underlyings;
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 components
included in the Underlyings or markets generally and which may affect the
levels of the Underlyings; and
o our creditworthiness, including actual or anticipated downgrades in our
credit ratings.
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 UNDERLYINGS— Your return on the
securities will not reflect the return
you would realize if you actually owned the equity securities that comprise
the Underlyings. The return on your investment
is not the same as the total return based on a purchase of the equity
securities that comprise the Underlyings.
• NO DIVIDEND PAYMENTS OR VOTING RIGHTS— 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 that comprise the
Underlyings.
• THE U.S. FEDERAL TAX CONSEQUENCES OF AN INVESTMENT IN THE SECURITIES ARE
UNCLEAR— There is no
direct legal authority regarding the proper U.S. federal tax treatment of
the securities, and we do not plan to request a
ruling from the Internal Revenue Service (the "IRS"). Consequently,
significant aspects of the tax treatment of the
securities are uncertain, and the IRS or a court might not agree with the
treatment of the securities as described in "United
States Federal Tax Considerations" below. If the IRS were successful in
asserting an alternative treatment, the tax
consequences of ownership and disposition of the securities, including the
EFTA01425337
timing and character of income recognized by
U.S. investors and the withholding tax consequences to non-U.S. investors,
might be materially and adversely affected.
Moreover, future legislation, Treasury regulations or IRS guidance could
adversely affect the U.S. federal tax treatment of
the securities, possibly retroactively.
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
trading day during any Observation Period or any
calculation date, as defined in any accompanying product supplement) could
adversely affect the value of the Underlyings 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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EFTA01425338
Historical Information
The following graphs set forth the historical performance of the Underlyings
based on the closing level of each Underlying from
January 2, 2013 through October 9, 2018. We obtained the historical
information below from Bloomberg, without independent
verification.
You should not take the historical levels of the Underlyings as an
indication of future performance of the Underlyings or the
securities. Any historical trend in the levels of the Underlyings during any
period set forth below is not an indication that the
levels of the Underlyings are more or less likely to increase or decrease at
any time over the term of the securities.
For additional information on the S&P 5008 Index, the Russell 20000 Index
and the Nasdaq-100 Index, see "The Reference
Indices—The S&P Dow Jones Indices—The S&P 5000 Index," "The Reference Indices-
-The FTSE Russell Indices—The
Russell 20000 Index" and "The Reference Indices—The NASDAQ-100 Index" in the
accompanying underlying supplement.
The closing level of the S&P 500® Index on October 9, 2018 was 2880.34.
Historical Performance of the S&P 5000 Index
Source: Bloomberg
11
EFTA01425339
The closing level of the Russell 2000® Index on October 9, 2018 was 1621.865.
Historical Performance of the Russell 20000 Index
Source: Bloomberg
The closing level of the Nasdaq-100 Index on October 9, 2018 was 7371.615.
Historical Performance of the Nasdaq-100 Index
Source: Bloomberg
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EFTA01425340
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."
Due to the lack of any controlling legal authority, there is substantial
uncertainty regarding the U.S. federal tax consequences of
an investment in the securities. In the opinion of our counsel, Davis Polk &
Wardwell LLP, it is reasonable under current law to
treat the securities for U.S. federal income tax purposes as prepaid
financial contracts with associated coupons that will be
treated as gross income to you at the time received or accrued in accordance
with your regular method of tax accounting.
However, our counsel has advised us that it is unable to conclude
affirmatively that this treatment is more likely than not to be
upheld, and that alternative treatments are possible that could materially
affect the timing and character of income or loss you
recognize on the securities. Moreover, our counsel's opinion is based on
market conditions as of the date of this preliminary
pricing supplement and is subject to confirmation on the Trade Date.
Assuming this treatment of the securities is respected and subject to the
discussion in "Material United States Federal Income
Tax Considerations" in the accompanying product supplement, the following
U.S. federal income tax consequences should
result:
• Any coupons paid on the se
ℹ️ Document Details
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