Credit Suisse AG F-3/A, filed Jun 16, 2020

Credit Suisse AG (GLDI)

F-3/A 2020-06-16

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	Canton of Zurich, Switzerland			98-0215385
	(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

	Canton of Zurich, Switzerland			13-5015677
	(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

	Delaware			13-1898818
	(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)


Title of Each Class of Securities to be Registered	Amount to be Registered(1)(8)	Proposed Maximum Aggregate Price Per Unit(1)		Proposed Maximum Aggregate Offering Price(1)(2)			Amount of Registration Fee(2)(3)
Debt Securities of Credit Suisse Group AG(4)	—		—			—			—
Senior Debt Securities	—		—			—			—
Subordinated Debt Securities	—		—			—			—
Warrants of Credit Suisse Group AG(4)	—		—			—			—
Debt Warrants	—		—			—			—
Equity Warrants	—		—			—			—
Other Warrants	—		—			—			—
Shares, with a par value of CHF 0.04, of Credit Suisse Group AG(5)	—		—			—			—
Debt Securities of Credit Suisse AG(4)	—		—			—			—
Senior Debt Securities	—		—			—			—
Subordinated Debt Securities	—		—			—			—
Warrants of Credit Suisse AG(4)	—		—			—			—
Debt Warrants	—		—			—			—
Other Warrants	—		—			—			—
Subordinated Guarantees of Credit Suisse Group AG in connection with the Guaranteed Senior Debt Securities of Credit Suisse (USA), Inc.(6)(7)	—		—			—			—
Guarantees of Credit Suisse AG in connection with the Guaranteed Senior Debt Securities of Credit Suisse (USA), Inc.(6)(7)	—		—			—			—
Guaranteed Senior Debt Securities of Credit Suisse (USA), Inc.(7)	—		—			—			—
Total	(2)		—		$	80,000,000,000		$	5,927,035

	Page
ABOUT THIS PROSPECTUS		1
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS		1
WHERE YOU CAN FIND MORE INFORMATION		2
FORWARD-LOOKING STATEMENTS		3
USE OF PROCEEDS		5
CAPITALIZATION AND INDEBTEDNESS		6
CREDIT SUISSE GROUP		7
CREDIT SUISSE		9
CREDIT SUISSE (USA)		10
DESCRIPTION OF DEBT SECURITIES		11
SPECIAL PROVISIONS RELATING TO DEBT SECURITIES DENOMINATED IN A FOREIGN CURRENCY		41
FOREIGN CURRENCY RISKS		44
DESCRIPTION OF WARRANTS		46
DESCRIPTION OF SHARES		49
DESCRIPTION OF THE GUARANTEED SENIOR DEBT SECURITIES OF CREDIT SUISSE (USA)		54
DESCRIPTION OF THE GUARANTEES OF THE GUARANTEED SENIOR DEBT SECURITIES OF CREDIT SUISSE (USA)		55
ERISA		57
TAXATION		59
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)		71
MARKET-MAKING ACTIVITIES		74
LEGAL MATTERS		75
EXPERTS		76
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		76
CHANGE IN REGISTRANTS’ CERTIFYING ACCOUNTANT		76

	As of December 31, 2019
	Credit Suisse Group		Credit Suisse
	(in CHF millions)
Debt:
Short-term borrowings		28,385		28,869
Long-term debt		152,005		151,000
All other liabilities		563,191		563,828
Total Liabilities		743,581		743,696
Equity:
Shareholders’ Equity
Common shares		102		4,400
Additional paid-in capital		34,661		45,774
Retained earnings		30,634		13,492
Treasury shares, at cost		(1,484)		—
Accumulated other comprehensive income/(loss)		(20,269)		(17,546)
Total shareholders’ equity		43,644		46,120
Noncontrolling interests		70		643
Total Equity		43,714		46,763
Total capitalization and indebtedness		787,295		790,459

	As of March 31, 2020 Credit Suisse Group
	(in CHF millions)
Debt:
Short-term borrowings		27,929
Long-term debt		144,923
All other liabilities		610,541
Total liabilities		783,393
Equity:
Shareholders’ Equity:
Common shares		102
Additional paid-in capital		34,891
Retained earnings		31,816
Treasury shares, at cost		(1,882)
Accumulated other comprehensive income/(loss)		(16,252)
Total shareholders’ equity		48,675
Noncontrolling interests		98
Total Equity		48,773
Total capitalization and indebtedness		832,166

	Exhibit No.			Description
	1.1*			Form of Underwriting Agreement relating to Debt Securities of Credit Suisse Group.
	1.2*			Form of Underwriting Agreement relating to Warrants of Credit Suisse Group.
	1.3*			Form of Underwriting Agreement relating to Warrants of Credit Suisse.
	1.4			Amended and Restated Underwriting Agreement relating to Debt Securities of Credit Suisse (incorporated by reference to Exhibit 1.7 to Credit Suisse Group’s registration statement on Form F-3 (No. 333-158199) filed on March 25, 2009).
	1.5			Distribution Agreement relating to the subordinated debt securities between Credit Suisse AG and Credit Suisse Securities (USA) LLC dated March 25, 2009 (incorporated by reference to Exhibit 99.1 to Credit Suisse’s Current Report on Form 6-K filed on March 25, 2009).
	1.6			Distribution Agreement relating to the senior debt securities between Credit Suisse AG and Credit Suisse Securities (USA) LLC, as distributor, dated May 7, 2007 (incorporated by reference to Exhibit 99.1 to Credit Suisse Group’s Current Report on Form 6-K filed on May 11, 2007).
	1.7			Amendment No. 1 to the Distribution Agreement between Credit Suisse AG and Credit Suisse Securities (USA) LLC, as distributor, dated January 11, 2008 to the Distribution Agreement relating to the senior debt securities between Credit Suisse AG and Credit Suisse Securities (USA) LLC, as distributor, dated May 7, 2007 (incorporated by reference to Exhibit 1.7 to amendment No. 1 to the Registrants’ registration statement on Form F-3 (No.333-180300) filed on March 19, 2015).
	3.1			Articles of Association (Statuten) of Credit Suisse Group as of April 26, 2019 (incorporated by reference to Exhibit 1.1 to Credit Suisse Group’s Annual Report on Form 20-F filed on March 30, 2020).
	3.2			Articles of Association (Statuten) of Credit Suisse as of September 4, 2014 (incorporated by reference to Exhibit 1.2 to Credit Suisse Group’s Annual Report on Form 20-F filed on March 20, 2015).
	4.1			Form of Senior Indenture between Credit Suisse Group and JPMorgan Chase Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Credit Suisse Group’s registration statement on Form F-3 (No. 333-100523) filed on October 11, 2002).
	4.2			Form of Senior Debt Security of Credit Suisse Group (incorporated by reference to Exhibit 4.9 to Credit Suisse Group’s registration statement on Form F-3 (No. 333-100523) filed on October 11, 2002).
	4.3			Form of Subordinated Indenture between Credit Suisse Group and JPMorgan Chase Bank, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Credit Suisse Group’s registration statement on Form F-3 (No. 333-100523) filed on October 11, 2002).
	4.4			Form of Subordinated Debt Security of Credit Suisse Group (incorporated by reference to Exhibit 4.10 to Credit Suisse Group’s registration statement on Form F-3 (No. 333-100523) filed on October 11, 2002).
	4.5*			Form of Debt Warrant Agreement for Warrants sold attached to Debt Securities.
	4.6*			Form of Debt Warrant Agreement for Warrants sold alone.

	Exhibit No.			Description
	4.7*			Form of Universal Warrant Agreement.
	4.8*			Form of Equity Warrant Agreement.
	4.9			Form of Share Certificate (incorporated by reference to Exhibit 2.2 to Credit Suisse Group’s registration statement on Form 20-F filed on September 21, 2001).
	4.10			Form of Amended and Restated Deposit Agreement among Credit Suisse Group, The Bank of New York Mellon, as depositary, and all owners and holders from time to time of American Depositary Shares issued thereunder, including the Form of American Depositary Receipt (incorporated by reference to Exhibit 1 to Credit Suisse Group’s registration statement on Form F-6 (No. 333-214548) filed on November 10, 2016).
	4.13			Senior Indenture between Credit Suisse and The Bank of New York, as trustee, dated as of March 29, 2007 (incorporated by reference to Exhibit 4.44 to Credit Suisse’s registration statement on Form F-3 (No. 333-158199) filed on March 25, 2009).
	4.14			First Supplemental Indenture among Credit Suisse and The Bank of New York Mellon, as trustee, dated May 6, 2008, to the Senior Indenture between Credit Suisse and The Bank of New York, as trustee, dated as of March 29, 2007 (incorporated by reference to Exhibit 99.1 to Credit Suisse’s Current Report on Form 6-K filed on May 8, 2008).
	4.15			Second Supplemental Indenture among Credit Suisse and The Bank of New York Mellon, as trustee, dated as of March 25, 2009, to the Senior Indenture between Credit Suisse and The Bank of New York, as trustee, dated as of March 29, 2007 (incorporated by reference to Exhibit 99.2 to Credit Suisse’s Current Report on Form 6-K filed on March 25, 2009).
	4.16			Subordinated Indenture between Credit Suisse and The Bank of New York, as trustee, dated as of March 29, 2007 (incorporated by reference to Exhibit 4.45 to Credit Suisse’s registration statement on Form F-3 (No. 333-158199) filed on March 25, 2009).
	4.17			First Supplemental Indenture among Credit Suisse and The Bank of New York, as trustee, dated May 15, 2007, to the Subordinated Indenture between Credit Suisse and The Bank of New York, as trustee, dated as of March 29, 2007 (incorporated by reference to Exhibit 99.2 to Credit Suisse’s Current Report on Form 6-K filed on May 14, 2007).
	4.18			Second Supplemental Indenture among Credit Suisse and The Bank of New York Mellon, as trustee, dated February 20, 2008, to the Subordinated Indenture between Credit Suisse and The Bank of New York, as trustee, dated as of March 29, 2007 (incorporated by reference to Exhibit 99.1 to Credit Suisse’s Current Report on Form 6-K filed on February 21, 2008).
	4.19			Third Supplemental Indenture among Credit Suisse and The Bank of New York, as trustee, dated March 28, 2008, to the Subordinated Indenture between Credit Suisse and The Bank of New York, as trustee, dated as of March 29, 2007 (incorporated by reference to Exhibit 99.1 to Credit Suisse’s Current Report on Form 6-K filed on March 28, 2008).
	4.20			Sixth Supplemental Indenture among Credit Suisse and The Bank of New York Mellon, as trustee, dated March 25, 2009, to the Subordinated Indenture between Credit Suisse and The Bank of New York, as trustee, dated as of March 29, 2007 (incorporated by reference to Exhibit 99.3 to Credit Suisse’s Current Report on Form 6-K filed on March 25, 2009).
	4.21			Form of Senior Debt Security of Credit Suisse (incorporated by reference to Exhibit 4.46 to Credit Suisse’s Registration Statement on Form F-3 (No. 333-158199) filed on March 25, 2009).
	4.22			Form of Subordinated Debt Security of Credit Suisse (incorporated by reference to Exhibit 4.47 to Credit Suisse’s Registration Statement on Form F-3 (No. 333-158199) filed on March 25, 2009).
	4.23**			Form of Senior Fixed Rate Medium-Term Note.

	Exhibit No.			Description
	4.24**			Form of Subordinated Fixed Rate Medium-Term Note.
	4.25**			Form of Senior Floating Rate Medium-Term Note.
	4.26**			Form of Subordinated Floating Rate Medium-Term Note.
	4.27			Senior Indenture between Credit Suisse First Boston (USA), Inc. and The Chase Manhattan Bank, as trustee, dated June 1, 2001 (incorporated by reference to Exhibit 4.1 to Credit Suisse First Boston (USA), Inc.’s Registration Statement on Form S-3 (No. 333-71850) filed on October 19, 2001).
	4.28			First Supplemental Indenture among Credit Suisse (USA), Inc., Credit Suisse Group, Credit Suisse and The Bank of New York, as trustee, dated March 26, 2007, to the Senior Indenture, dated June 1, 2001 (incorporated by reference to Exhibit 4.52 to Post-Effective Amendment No. 1 to the Registrants’ Registration Statement on Form F-3 (No. 333-132936) filed on March 29, 2007).
	5.1***			Opinion of Cleary Gottlieb Steen & Hamilton LLP.
	5.2***			Opinion of Homburger AG.
	15.1**			Letter of PricewaterhouseCoopers AG concerning unaudited interim financial statements of Credit Suisse Group.
	16.1***			Letter of KPMG AG concerning change in the registrants’ certifying accountant.
	23.1***			Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1).
	23.2***			Consent of Homburger AG (included in Exhibit 5.2).
	23.3**			Consent of KPMG AG relating to Credit Suisse Group.
	23.4**			Consent of KPMG AG relating to Credit Suisse.
	24.1**			Powers of Attorney (included in the signature pages of this Registration Statement).
	25.1***			Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee, under the form of Senior Indenture of Credit Suisse Group.
	25.2***			Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee, under the form of Subordinated Indenture of Credit Suisse Group.
	25.3***			Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Senior Indenture among Credit Suisse (USA) Inc. as successor to Credit Suisse First Boston (USA), Inc. and The Bank of New York Mellon as successor to The Chase Manhattan Bank, as trustee, dated June 1, 2001, as supplemented.
	25.4***			Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Senior Indenture between Credit Suisse and The Bank of New York Mellon, as trustee, dated March 29, 2007.
	25.5***			Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Subordinated Indenture between Credit Suisse and The Bank of New York Mellon, as trustee, dated March 29, 2007.

	Name			Title
	/s/ Thomas Gottstein Thomas Gottstein			Chief Executive Officer, Credit Suisse Group AG
	/s/ David Mathers David Mathers			Chief Financial Officer (Principal Accounting Officer), Credit Suisse Group AG
	/s/ Urs Rohner Urs Rohner			Chairman of the Board of Directors, Credit Suisse Group AG
	/s/ Severin Schwan Severin Schwan			Vice Chair of the Board of Directors, Credit Suisse Group AG
	Iris Bohnet			Director, Credit Suisse Group AG
	/s/ Christian Gellerstad Christian Gellerstad			Director, Credit Suisse Group AG

	Name			Title
	/s/ Andreas Gottschling Andreas Gottschling			Director, Credit Suisse Group AG
	Michael Klein			Director, Credit Suisse Group AG
	/s/ Shan Li Shan Li			Director, Credit Suisse Group AG
	Seraina Macia			Director, Credit Suisse Group AG
	Richard Meddings			Director, Credit Suisse Group AG
	/s/ Kai S. Nargolwala Kai S. Nargolwala			Director, Credit Suisse Group AG
	/s/ Ana Paula Pessoa Ana Paula Pessoa			Director, Credit Suisse Group AG
	/s/ Joaquin J. Ribeiro Joaquin J. Ribeiro			Director, Credit Suisse Group AG
	John Tiner			Director, Credit Suisse Group AG

CREDIT SUISSE (USA), INC.
By:	/s/ Crystal Lalime		Authorized Representative in the United States
	Name:	Crystal Lalime
	Title:	General Counsel

	Name			Title
	/s/ Eric M. Varvel Eric M. Varvel			Director, President and Chief Executive Officer, Credit Suisse (USA), Inc.
	/s/ Frank T. D’Alessio Frank T. D’Alessio			Chief Financial Officer, Credit Suisse (USA), Inc.
	/s/ Sergio Joseph Lupetin Sergio Joseph Lupetin			Controller, Credit Suisse (USA), Inc.
	/s/ Bruce Richards Bruce Richards			Chairman of the Board of Directors, Credit Suisse (USA), Inc.
	/s/ Brian Chin Brian Chin			Director, Credit Suisse (USA), Inc.
	/s/ Jerry Leamon Jerry Leamon			Director, Credit Suisse (USA), Inc.
	/s/ David L. Miller David L. Miller			Director, Credit Suisse (USA), Inc.

	Name			Title
	/s/ John Tiner John Tiner			Director, Credit Suisse (USA), Inc.
	/s/ Lara J. Warner Lara J. Warner			Director, Credit Suisse (USA), Inc.

	Money Market Yield =			D × 360			× 100
				360 – (D × M)

	Bond equivalent yield =			D × N × 100
				360 – (D × M)

REGISTERED		PRINCIPAL AMOUNT: $
NO. FXR-		CUSIP:
		ISIN:

Branch:

Form of Note: Book-Entry Note

Original Issue Date (Settlement Date):

Specified Currency:	¨ U.S. dollars	¨ Other:

Authorized Denominations:	¨ U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof ¨ Other:

Maturity Date:

Manner of Determining Principal Amount Payable at Maturity Date:
Manner of Determining Interest Payable at Interest Payment Date:

Initial Redemption Date:
Initial Redemption Percentage:%
Annual Redemption Percentage Reduction:

	CREDIT SUISSE AG[, acting through its
	____________ Branch]

	By:
		Name:
		Title:

	By:
		Name:
		Title:

	THE BANK OF NEW YORK MELLON, as Trustee

	By:
		Authorized Signatory

			Signature:

Dated:
			NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

			Signature:

Dated:
			NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

Date of Exchange	Amount of Decrease in Principal Amount of this Registered Global Security	Amount of Increase in Principal Amount of this Registered Global Security	Principal Amount of this Registered Global Security Following Such Decrease (or Increase)	Signature of Authorized Officer of Trustee

Interest Payment Date(s):

Interest Rate: ____%
Day Count:	¨ 30/360
	¨ Other:

Indexed Note:	¨ Yes	¨ No

	CREDIT SUISSE AG[, acting through its ____________ Branch]

	By:
		Name:
		Title:

	By:
		Name:
		Title:

Date of Exchange	Amount of Decrease in Principal Amount of this Registered Global Security	Amount of Increase in Principal Amount of this Registered Global Security	Principal Amount of this Registered Global Security Following Such Decrease (or Increase)	Signature of Authorized Officer of Trustee

Interest Rate Basis or Bases:

¨ Prime Rate	¨ Commercial Paper Rate
¨ LIBOR	¨ Federal Funds Rate
¨ SOFR	¨ Federal Funds Open Rate
	¨ Treasury Rate
	Index Currency:
	Index Maturity:
¨ Other
Spread (plus or minus):	Spread Multiplier:__%

Initial Interest Rate:

Interest Category

¨ Regular Floating Rate Note
¨ Floating Rate/Fixed Rate Note Fixed Rate Commencement Date: Fixed Interest Rate:
¨ Inverse Floating Rate Note: Fixed Interest Rate:
¨ Original Issue Discount Note Issue Price:

Initial Interest Reset Date:		Interest Reset Date(s): Each Interest Payment Date.

Interest Reset Period: ___ months

Day Count:	¨ 30/360	¨ Actual/Actual
	¨ Actual/360	¨ Other:

Maximum Interest Rate: ____%		Minimum Interest Rate: ____%

	Signature


Dated: ___________________	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

Date of Exchange	Amount of Decrease in Principal Amount of this Registered Global Security	Amount of Increase in Principal Amount of this Registered Global Security	Principal Amount of this Registered Global Security Following Such Decrease (or Increase)	Signature of Authorized Officer of Trustee

Authorized Denominations	¨ U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof
	¨ Other:

Optional Payment Currency:

Optional Election Date:

Amortizing Note:	¨ Yes	¨ No
Amortizing Schedule:

Original Issue Discount Note:	¨ Yes	¨ No
Issue Price:

Renewable Note:	¨ Yes	¨ No
Initial Maturity Date:

Optional Redemption:	¨ Yes	¨ No
Initial Redemption Date:
Initial Redemption Percentage:__%

Annual Redemption Percentage Reduction:

Optional Repayment:	¨ Yes	¨ No
Optional Repayment Date(s):

Optional Extension of Maturity:	¨ Yes	¨ No
Final Maturity Date:

Addendum Attached:	¨ Yes	¨ No
Exchange Rate Agent:

	THE BANK OF NEW YORK MELLON, as Trustee


	By:
		Authorized Signatory

Date of Exchange	Amount of Decrease in Principal Amount of this Registered Global Security	Amount of Increase in Principal Amount of this Registered Global Security	Principal Amount of this Registered Global Security Following Such Decrease (or Increase)	Signature of Authorized Officer of Trustee

/s/ Nicholas Edmonds		/s/ Corina Wipfler

Nicholas Edmonds		Corina Wipfler
Licensed Audit Expert		Licensed Audit Expert

KPMG AG

/s/ Nicholas Edmonds		/s/ Corina Wipfler
Nicholas Edmonds		Corina Wipfler
Licensed Audit Expert		Licensed Audit Expert