Credit Suisse AG F-3, filed May 15, 2020

Credit Suisse AG (GLDI)

F-3 2020-05-15

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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)			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)		—		$	1		$	0

	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).

	Exhibit No.			Description
	4.23			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).
	4.24			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)

	Very truly yours,

	CLEARY GOTTLIEB STEEN & HAMILTON LLP

	By	/s/ Sebastian R. Sperber
	Sebastian R. Sperber, a Partner

/s/ Nicholas Edmonds	/s/ Corina Wipfler
Nicholas Edmonds	Corina Wipfler

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
240 Greenwich Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

Canton of Zurich, Switzerland (State or other jurisdiction of incorporation or organization)	98-0215385 (I.R.S. employer identification no.)
Paradeplatz 8, 8001 Zurich, Switzerland (Address of principal executive offices)	(Zip code)

Name	Address
Superintendent of the Department of Financial Services of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17^th Street, NW Washington, D.C. 20429
The Clearing House Association L.L.C.	100 Broad Street New York, N.Y. 10004

	THE BANK OF NEW YORK MELLON

	By:	/s/ Rita Duggan
		Name: Rita Duggan
		Title: Vice President

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,933,000
Interest-bearing balances		111,243,000
Securities:
Held-to-maturity securities		34,475,000
Available-for-sale securities		86,681,000
Equity securities with readily determinable fair values not held for trading		54,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		18,746,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		25,127,000
LESS: Allowance for loan and lease losses		95,000
Loans and leases held for investment, net of allowance		25,032,000
Trading assets		6,040,000
Premises and fixed assets (including capitalized leases)		3,026,000
Other real estate owned		2,000
Investments in unconsolidated subsidiaries and associated companies		1,728,000
Direct and indirect investments in real estate ventures		0
Intangible assets:		7,019,000
Other assets		13,408,000
Total assets		311,387,000
LIABILITIES
Deposits:
In domestic offices		153,793,000
Noninterest-bearing		54,357,000
Interest-bearing		99,436,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		110,537,000
Noninterest-bearing		4,931,000
Interest-bearing		105,606,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		2,526,000
Securities sold under agreements to repurchase		1,868,000
Trading liabilities		3,250,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		6,839,000
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		6,571,000
Total liabilities		285,384,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		11,135,000
Retained earnings		15,105,000
Accumulated other comprehensive income		-1,372,000
Other equity capital components		0
Total bank equity capital		26,003,000
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		26,003,000
Total liabilities and equity capital		311,387,000

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,933,000
Interest-bearing balances		111,243,000
Securities:
Held-to-maturity securities		34,475,000
Available-for-sale securities		86,681,000
Equity securities with readily determinable fair values not held for trading		54,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		18,746,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		25,127,000
LESS: Allowance for loan and lease losses		95,000
Loans and leases held for investment, net of allowance		25,032,000
Trading assets		6,040,000
Premises and fixed assets (including capitalized leases)		3,026,000
Other real estate owned		2,000
Investments in unconsolidated subsidiaries and associated companies		1,728,000
Direct and indirect investments in real estate ventures		0
Intangible assets:		7,019,000
Other assets		13,408,000
Total assets		311,387,000

LIABILITIES
Deposits:
In domestic offices		153,793,000
Noninterest-bearing		54,357,000
Interest-bearing		99,436,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		110,537,000
Noninterest-bearing		4,931,000
Interest-bearing		105,606,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		2,526,000
Securities sold under agreements to repurchase		1,868,000
Trading liabilities		3,250,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		6,839,000
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		6,571,000
Total liabilities		285,384,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		11,135,000
Retained earnings		15,105,000
Accumulated other comprehensive income		-1,372,000
Other equity capital components		0
Total bank equity capital		26,003,000
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		26,003,000
Total liabilities and equity capital		311,387,000

Delaware (State or other jurisdiction of incorporation or organization)	13-1898818 (I.R.S. employer identification no.)

Eleven Madison Avenue New York, New York (Address of principal executive offices)	10010 (Zip code)

Canton of Zurich, Switzerland (State or other jurisdiction of incorporation or organization)	13-5015677 (I.R.S. employer identification no.)

Paradeplatz 8, 8001 Zurich, Switzerland (Address of principal executive offices)	(Zip code)

Thomas P. Gibbons
Samuel C. Scott		Directors
Joseph J. Echevarria

Name	Address
Superintendent of the Department of Financial Services of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17^th Street, NW Washington, D.C. 20429
The Clearing House Association L.L.C.	100 Broad Street New York, N.Y. 10004