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The data on this preliminary Topic to completion dated |
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FINANCIAL PRODUCTS | |
Preliminary Pricing Complement No. IR-208 To Product Complement No. IR-I dated November 10, 2020, Prospectus Complement dated June 18, 2020 and Prospectus dated June 18, 2020 |
Filed Pursuant to Rule 424(b)(2) Registration Assertion No. 333-238458-02 August 31, 2022 |
$
Callable Fastened Charge Securities due
September 21, 2032
· | Topic to Early Redemption, at maturity, you’ll obtain a money cost of $1,000 for every $1,000 principal quantity of securities that you just maintain, plus accrued however unpaid curiosity payable on the Maturity Date. |
· | On every Curiosity Cost Date, we can pay curiosity at a set fee of 5.25% every year ($13.125 per quarterly Curiosity Interval per safety) (to be decided on the Commerce Date). |
· | We might redeem the securities, in entire however not partly, on any Early Redemption Date. No curiosity will accrue or be payable following an Early Redemption. |
· | Senior unsecured obligations of Credit score Suisse maturing September 21, 2032. Any cost on the securities is topic to our potential to pay our obligations as they develop into due. |
· | Minimal buy of $1,000. Minimal denominations of $1,000 and integral multiples of $1,000 in extra thereof. |
· | The securities are anticipated to cost on or about September 16, 2022 (the “Commerce Date”), and the securities are anticipated to choose or about September 21, 2022 (the “Settlement Date”). Supply of the securities in book-entry kind solely might be made by means of The Depository Belief Firm. |
· | The securities won’t be listed on any alternate. |
Investing within the securities includes a lot of
dangers. See “Chosen Threat Issues” starting on web page Four of this pricing complement and “Threat Elements” starting
on web page PS-Three of the accompanying product complement.
Neither the Securities and Alternate Fee nor
any state securities fee has permitted or disapproved of the securities or handed upon the accuracy or the adequacy of this pricing
complement or the accompanying product complement, the prospectus complement and the prospectus. Any illustration on the contrary is
a legal offense.
Value to Public(1) | Underwriting Reductions and Commissions(2) | Proceeds to Issuer | |
Per safety | $1,000 | $ | $ |
Whole | $ | $ | $ |
(1) Sure fiduciary accounts might pay a purchase order worth of
not less than $970 per $1,000 principal quantity of securities.
(2) We or any agent (considered one of which can be our affiliate) might
pay various reductions and commissions of as much as $30 per $1,000 principal quantity of securities. CSSU or one other dealer or vendor will forgo
some or all reductions and commissions with respect to the gross sales of securities into sure fiduciary accounts. For extra detailed data,
please see “Supplemental Plan of Distribution (Conflicts of Curiosity)” on this pricing complement.
Credit score Suisse Securities (USA) LLC (“CSSU”) is our affiliate.
For extra data, see “Supplemental Plan of Distribution (Conflicts of Curiosity)” on this pricing complement.
Credit score Suisse at present estimates the worth of every $1,000 principal
quantity of the securities on the Commerce Date might be between $940 and $995 (as decided by reference to our pricing fashions and the speed
we’re at present paying to borrow funds by means of issuance of the securities (our “inside funding fee”)). This vary of estimated
values displays phrases that aren’t but fastened. A single estimated worth reflecting closing phrases might be decided on the Commerce Date. See
“Chosen Threat Issues” on this pricing complement.
The securities aren’t deposit liabilities and aren’t insured or
assured by the Federal Deposit Insurance coverage Company or every other governmental company of america, Switzerland or every other
jurisdiction.
Credit score Suisse
September , 2022
Key Phrases
Issuer
Credit score Suisse AG (“Credit score Suisse”), appearing
by means of its London department
Redemption Quantity
Topic to Early Redemption, at maturity, you’ll obtain
a money cost of $1,000 for every $1,000 principal quantity of securities that you just maintain, plus accrued however unpaid curiosity payable on the
Maturity Date. Any cost on the securities is topic to our potential to pay our obligations as they develop into due.
Early Redemption
Previous to the Maturity Date, we might redeem the securities in entire, however not partly, on any Early Redemption Date upon not less than 5
Enterprise Days’ discover to the trustee for a money cost equal to $1,000 for every $1,000 principal quantity of securities that you just
maintain (the “Early Redemption Quantity”), along with any accrued however unpaid curiosity on that Early Redemption Date. No curiosity
will accrue or be payable following an Early Redemption.
Early Redemption Dates
Quarterly on the 21st day of every March, June, September and December previous to the Maturity Date, starting on September 21, 2023.
If any Early Redemption Date is just not a enterprise day, the Early Redemption Quantity might be payable on the primary following enterprise day, except
that enterprise day falls within the subsequent calendar month, during which case cost might be made on the primary previous enterprise day. No extra
curiosity or every other cost might be payable hereon due to any postponement of an Early Redemption Date. No curiosity will accrue
or be payable following an Early Redemption. Curiosity payable on the Early Redemption Date might be payable to the particular person to whom the Early
Redemption Quantity is payable.
Curiosity
On every Curiosity Cost Date, for every $1,000 principal quantity of securities, you’ll obtain an curiosity cost in respect of the
instantly previous Curiosity Interval, calculated as follows:
Curiosity Charge × $1,000 ×
Day Rely Fraction
Curiosity Charge
For every Curiosity Interval,
5.25% every year ($13.125 per quarterly Curiosity Interval per safety).
Curiosity Durations
The interval from and together with the Settlement Date to however
excluding the primary Curiosity Cost Date, and every successive interval from and together with an Curiosity Cost Date to however excluding the
subsequent succeeding Curiosity Cost Date.
Curiosity Cost Dates
Curiosity funds might be made on the 21st day of every
March, June, September and December, starting on December 21, 2022, by means of and together with the sooner of the Early Redemption Date and
the Maturity Date, as relevant. If any Curiosity Cost Date is just not a enterprise day, the curiosity cost might be payable on the primary
following enterprise day, except that enterprise day falls within the subsequent calendar month, during which case cost might be made on the primary previous
enterprise day. The quantity of any curiosity won’t be adjusted in respect of any adjustment of an Curiosity Cost Date and no curiosity
might be payable hereon due to any postponement of an Curiosity Cost Date. No curiosity will accrue or be payable following an Early
Redemption. Curiosity might be payable to the holder of report on the shut of enterprise on the Enterprise Day instantly previous the relevant
Curiosity Cost Date, offered that the curiosity payable on the Early Redemption Date or Maturity Date, as relevant, might be payable
to the particular person to whom the Early Redemption Quantity or the Redemption Quantity, as relevant, is payable.
Callable Fastened Charge Securities 1 |
Day Rely Fraction
30/360 unadjusted
Enterprise Day
Any day, apart from a Saturday, Sunday or a day on which
banking establishments within the Metropolis of New York are usually licensed or obligated by regulation or govt order to shut.
Calculation Agent
Credit score Suisse Worldwide
Commerce Date | Anticipated to be September 16, 2022 | |
Settlement Date | Anticipated to be September 21, 2022 | |
Maturity Date | September 21, 2032 | If the Maturity Date is just not a enterprise day, the Redemption Quantity might be payable on the primary following enterprise day, except that enterprise day falls within the subsequent calendar month, during which case cost might be made on the primary previous enterprise day. No extra curiosity or every other cost might be payable due to any postponement of the Maturity Date. |
Occasions of Default and Acceleration
In case an occasion of default (as outlined within the accompanying
prospectus) with respect to any securities shall have occurred and be persevering with, the quantity declared due and payable upon any acceleration
of the securities (in accordance with the acceleration provisions set forth within the accompanying prospectus) shall be an quantity in money
equal to the said principal quantity plus accrued however unpaid curiosity.
With respect to those securities, the primary bullet of the
first sentence of “Description of Debt Securities- Occasions of Default” within the accompanying prospectus is amended to learn in its
entirety as follows:
· | a default in cost of the principal or any premium on any debt safety of that sequence when due, and such default continues for 30 days; |
CUSIP
22553QJR9
Callable Fastened Charge Securities 2 |
Extra Phrases Particular to the Securities
You must learn this pricing complement along with the
product complement dated November 10, 2020, the prospectus complement dated June 18, 2020 and the prospectus dated June 18, 2020, relating
to our Medium-Time period Notes of which these securities are an element. It’s possible you’ll entry these paperwork on the SEC web site at www.sec.gov as follows
(or if such tackle has modified, by reviewing our filings for the related date on the SEC web site):
• Product Complement No. IR-I dated November 10,
2020:
https://www.sec.gov/Archives/edgar/knowledge/1053092/000095010320021949/dp139998_424b2-iri.htm
• Prospectus Complement and Prospectus dated June
18, 2020:
https://www.sec.gov/Archives/edgar/knowledge/1053092/000110465920074474/tm2019510-8_424b2.htm
Within the occasion the phrases of the securities described on this
pricing complement differ from, or are inconsistent with, the phrases described within the product complement, the prospectus complement or
prospectus, the phrases described on this pricing complement will management.
Our Central Index Key, or CIK, on the SEC web site is 1053092.
As used on this pricing complement, “we,” “us,” or “our” refers to Credit score Suisse.
This pricing complement, along with the paperwork listed
above, incorporates the phrases of the securities and supersedes all different prior or contemporaneous oral statements in addition to every other written
supplies together with preliminary or indicative pricing phrases, truth sheets, correspondence, commerce concepts, constructions for implementation,
pattern constructions, brochures or different instructional supplies of ours. We might, with out the consent of the registered holder of the securities
and the proprietor of any useful curiosity within the securities, amend the securities to evolve to its phrases as set forth on this pricing
complement and the paperwork listed above, and the trustee is allowed to enter into any such modification with none such consent. You
ought to rigorously take into account, amongst different issues, the issues set forth in “Chosen Threat Issues” on this pricing complement
and “Threat Elements” within the product complement, “International Foreign money Dangers” within the accompanying prospectus, and any
threat elements we describe within the mixed Annual Report on Kind 20-F of Credit score Suisse Group AG and us included by reference therein,
and any extra threat elements we describe in future filings we make with the SEC underneath the Securities Alternate Act of 1934, as amended,
because the securities contain dangers not related to typical debt securities. You must seek the advice of your funding, authorized, tax, accounting
and different advisors earlier than deciding to put money into the securities.
It’s possible you’ll revoke your provide to buy the securities
at any time previous to the time at which we settle for such provide on the date the securities are priced. We reserve the precise to vary the
phrases of, or reject any provide to buy the securities previous to their issuance. Within the occasion of any modifications to the phrases of the securities,
we’ll notify you and you can be requested to simply accept such modifications in connection along with your buy. You may additionally select to reject such modifications
during which case we might reject your provide to buy.
Callable Fastened Charge Securities 3 |
Chosen Threat Issues
An funding within the
securities includes important dangers. This part describes materials dangers referring to an funding within the securities. These dangers
are defined in additional element within the “Threat Elements” part of the accompanying product complement.
Dangers Referring to the Securities Typically
THE SECURITIES ARE SUBJECT TO THE CREDIT RISK OF CREDIT
SUISSE
Traders are dependent
on our potential to pay all quantities due on the securities and, subsequently, if we had been to default on our obligations, chances are you’ll not obtain
any quantities owed to you underneath the securities. As well as, any decline in our credit score rankings, any adversarial modifications out there’s
view of our creditworthiness or any enhance in our credit score spreads is prone to adversely have an effect on the worth of the securities previous to
maturity.
THE SECURITIES ARE SUBJECT TO A POTENTIAL EARLY REDEMPTION,
WHICH WOULD LIMIT YOUR ABILITY TO BE PAID INTEREST OVER THE FULL TERM OF THE SECURITIES
The securities are topic
to a possible early redemption. Previous to maturity, we might redeem the securities on any Early Redemption Date, upon not less than 5 Enterprise
Days’ discover to the trustee. Market occasions may have an effect on our choice to redeem the securities. For instance, it’s extra seemingly that
Credit score Suisse will redeem the securities previous to the Maturity Date at a time when Credit score Suisse believes it may concern a comparable
debt safety with a decrease rate of interest.
If the securities are redeemed previous to the Maturity Date, you’ll obtain a money cost equal to the principal quantity of your securities
and any accrued however unpaid curiosity on that Early Redemption Date, and no additional funds might be made in respect of the securities.
On this case, you’ll lose the chance to proceed to be paid curiosity from the date of Early Redemption to the scheduled Maturity
Date. If the securities are redeemed previous to the Maturity Date, chances are you’ll be unable to put money into different securities with an identical stage
of threat that give you the chance to be paid the identical curiosity funds because the securities.
REGARDLESS OF THE AMOUNT OF ANY PAYMENT YOU RECEIVE ON THE SECURITIES, YOUR ACTUAL YIELD MAY BE DIFFERENT IN REAL VALUE TERMS
Inflation might trigger the
actual worth of any cost you obtain on the securities to be much less at maturity than it’s on the time you make investments. An funding within the
securities additionally represents a forgone alternative to put money into another asset that generates a better actual return. You must rigorously
take into account whether or not an funding that will end in a return that’s decrease than the return on various investments is acceptable for
you.
Dangers Referring to the Issuer
CREDIT SUISSE IS SUBJECT TO SWISS REGULATION
As a Swiss financial institution, Credit score
Suisse is topic to regulation by governmental companies, supervisory authorities and self-regulatory organizations in Switzerland. Such
regulation is more and more extra in depth and sophisticated and topics Credit score Suisse to dangers. For instance, pursuant to Swiss banking legal guidelines,
the Swiss Monetary Market Supervisory Authority (FINMA) might open decision proceedings if there are justified considerations that Credit score Suisse
is over-indebted, has critical liquidity issues or not fulfills capital adequacy necessities. FINMA has broad powers and discretion
within the case of decision proceedings, which embrace the ability to transform debt devices and different liabilities of Credit score Suisse into
fairness and/or cancel such liabilities in entire or partly. If a number of of those measures had been imposed, such measures might adversely
have an effect on the phrases and market worth of the securities and/or the power of Credit score Suisse to make funds thereunder and chances are you’ll not obtain
any quantities owed to you underneath the securities.
Callable Fastened Charge Securities 4 |
Dangers Referring to Conflicts of Curiosity
POTENTIAL CONFLICTS
We and our associates
play a wide range of roles in reference to the issuance of the securities, together with appearing as calculation agent and as agent of the issuer
for the providing of the securities, hedging our obligations underneath the securities and figuring out their estimated worth. In performing
these duties, the financial pursuits of us and our associates are doubtlessly adversarial to your pursuits as an investor within the securities.
Additional, hedging actions might adversely have an effect on any cost on or the worth of the securities. Any revenue in reference to such hedging
actions might be along with every other compensation that we and our associates obtain for the sale of the securities, which creates
a further incentive to promote the securities to you.
Dangers Referring to the Estimated Worth and Secondary
Market Costs of the Securities
UNPREDICTABLE ECONOMIC AND MARKET FACTORS WILL AFFECT
THE VALUE OF THE SECURITIES
The payout on the securities
may be replicated utilizing a mixture of the parts described in “The estimated worth of the securities on the Commerce Date might
be lower than the Value to Public.” Subsequently, the phrases of the securities at issuance and the worth of the securities previous to maturity
could also be influenced by elements that affect the worth of fastened revenue securities and choices on the whole, corresponding to:
· | the time to maturity of the securities; |
· | modifications in U.S. curiosity and swap charges; |
· | provide and demand for the securities; |
· | curiosity and yield charges out there usually; |
· | buyers’ expectations with respect to the speed of inflation; |
· | geopolitical circumstances and financial, monetary, political, regulatory, judicial or different occasions that have an effect on the curiosity and yield charges or markets usually; and |
· | our creditworthiness, together with precise or anticipated downgrades in our credit score rankings. |
Some or all of those elements might affect
the value that you’ll obtain should you select to promote your securities previous to maturity. The affect of any of the elements set forth above
might improve or offset some or all of any change ensuing from one other issue or elements.
THE ESTIMATED VALUE OF THE SECURITIES ON THE TRADE DATE MAY BE LESS THAN THE PRICE TO PUBLIC
The preliminary estimated worth of your securities
on the Commerce Date (as decided by reference to our pricing fashions and our inside funding fee) could also be considerably lower than the
authentic Value to Public. The Value to Public of the securities consists of any reductions or commissions in addition to transaction prices such
as bills incurred to create, doc and market the securities and the price of hedging our dangers as issuer of the securities by means of
a number of of our associates (which features a projected revenue). These prices might be successfully borne by you as an investor within the
securities. These quantities might be retained by Credit score Suisse or our associates in reference to our structuring and providing of the securities
(besides to the extent reductions or commissions are reallowed to different broker-dealers or any prices are paid to 3rd events).
On the Commerce Date, we worth the parts
of the securities in accordance with our pricing fashions. These embrace a set revenue part valued utilizing our inside funding fee,
and particular person possibility parts valued utilizing proprietary pricing fashions depending on inputs corresponding to volatility, correlation, dividend
charges, rates of interest and different elements, together with assumptions about future market occasions and/or environments. These inputs could also be market-observable
or could also be based mostly on assumptions made by us in our discretionary judgment. As such, the payout on the securities may be replicated utilizing
a mixture of those parts and the worth of those parts, as decided by us utilizing our pricing fashions, will affect the phrases
of the securities at issuance. Our possibility valuation fashions are proprietary. Our pricing fashions take note of elements corresponding to curiosity
charges, volatility and time to maturity of the
Callable Fastened Charge Securities 5 |
securities, they usually rely partly on sure
assumptions about future occasions, which can show to be incorrect.
As a result of Credit score Suisse’s pricing
fashions might differ from different issuers’ valuation fashions, and since funding charges taken into consideration by different issuers might range materially
from the charges utilized by Credit score Suisse (even amongst issuers with comparable creditworthiness), our estimated worth at any time might not be comparable
to estimated values of comparable securities of different issuers.
EFFECT OF INTEREST RATE USED IN STRUCTURING
THE SECURITIES
The interior funding fee we use in structuring
notes corresponding to these securities is usually decrease than the rate of interest that’s mirrored within the yield on our typical debt securities
of comparable maturity within the secondary market (our “secondary market credit score spreads”). If on the Commerce Date our inside funding
fee is decrease than our secondary market credit score spreads, we count on that the financial phrases of the securities will usually be much less favorable
to you than they’d have been if our secondary market credit score unfold had been utilized in structuring the securities. We may even use our
inside funding fee to find out the value of the securities if we put up a bid to repurchase your securities in secondary market transactions.
See “—Secondary Market Costs” under.
SECONDARY MARKET PRICES
If Credit score Suisse (or an affiliate) bids
on your securities in secondary market transactions, which we aren’t obligated to do, the secondary market worth (and the worth used
for account statements or in any other case) could also be increased or decrease than the Value to Public and the estimated worth of the securities on the
Commerce Date. The estimated worth of the securities on the duvet of this pricing complement doesn’t characterize a minimal worth at which
we might be keen to purchase the securities within the secondary market (if any exists) at any time. The secondary market worth of your securities
at any time can’t be predicted and can mirror the then-current estimated worth decided by reference to our pricing fashions, the associated
inputs and different elements, together with our inside funding fee, customary bid and ask spreads and different transaction prices, modifications in market
circumstances and deterioration or enchancment in our creditworthiness. In circumstances the place our inside funding fee is increased than our
secondary market credit score spreads, our secondary market bid on your securities may very well be much less favorable than what different sellers would possibly bid
as a result of, assuming all else equal, we use the upper inside funding fee to cost the securities and different sellers would possibly use the decrease
secondary market credit score unfold to cost them. Moreover, assuming no change in market circumstances from the Commerce Date, the secondary
market worth of your securities might be decrease than the Value to Public as a result of it won’t embrace any reductions or commissions and hedging
and different transaction prices. Should you promote your securities to a vendor in a secondary market transaction, the vendor might impose a further
low cost or fee, and consequently the value you obtain in your securities could also be decrease than the value at which we might repurchase
the securities from such vendor.
We (or an affiliate) might initially put up
a bid to repurchase the securities from you at a worth that can exceed the then-current estimated worth of the securities. That increased
worth displays our projected revenue and prices, which can embrace reductions and commissions that had been included within the Value to Public,
and that increased worth may additionally be initially used for account statements or in any other case. We (or our affiliate) might provide to pay this increased
worth, on your profit, however the quantity of any extra over the then-current estimated worth might be short-term and is anticipated to say no
over a interval of roughly three months.
The securities aren’t designed to be
short-term buying and selling devices and any sale previous to maturity may end in a considerable loss to you. You ought to be keen and ready
to carry your securities to maturity.
LACK OF LIQUIDITY
The securities won’t be listed on any
securities alternate. Credit score Suisse (or its associates) intends to supply to buy the securities within the secondary market however is just not
required to take action. Even when there’s a secondary market, it might not present sufficient liquidity to assist you to commerce or promote the securities
whenever you want to take action. As a result of different sellers aren’t prone to make a secondary marketplace for the securities, the value at which you will
be capable to commerce your securities is prone to rely upon the value, if any, at which Credit score Suisse (or its associates) is keen to purchase
the securities. If it’s important to promote your securities previous to maturity, you might not be ready to take action or you could have to promote them at a
substantial loss.
Callable Fastened Charge Securities 6 |
Supplemental Use of Proceeds and Hedging
We intend to make use of the
proceeds of this providing for our basic company functions, which can embrace the refinancing of current debt exterior Switzerland.
Some or the entire proceeds we obtain from the sale of the securities could also be utilized in reference to hedging our obligations underneath the
securities by means of a number of of our associates. For extra data, see “Supplemental Use of Proceeds and Hedging”
within the accompanying product complement.
Callable Fastened Charge Securities 7 |
United States Federal Tax Issues
Within the opinion of our tax counsel, Davis Polk & Wardwell
LLP, the securities ought to be handled for U.S. federal revenue tax functions as fastened fee debt devices which can be issued with out authentic
concern low cost.
Each U.S. and non-U.S. individuals contemplating an funding
within the securities ought to learn the dialogue underneath “United States Federal Tax Issues” within the accompanying product
complement for extra data.
Callable Fastened Charge Securities 8 |
Supplemental Plan of Distribution
(Conflicts of Curiosity)
Underneath the phrases and topic to the circumstances contained
in a distribution settlement dated Could 7, 2007, as amended, which we consult with because the distribution settlement, we’ve got agreed to promote the
securities to CSSU. We may additionally conform to promote the securities to different brokers which can be events to the distribution settlement. We refer
to CSSU and different such brokers because the “Brokers.”
The distribution settlement supplies that the Brokers are
obligated to buy the entire securities if any are bought.
The Brokers might provide the securities on the providing worth
set forth on the duvet web page of this pricing complement and will obtain various reductions and commissions of as much as $30 per $1,000 principal
quantity of securities. The Brokers might re-allow some or the entire low cost on the principal quantity per safety on gross sales of such securities
by different brokers or sellers. CSSU or one other dealer or vendor will forgo some or all reductions and commissions with respect to the gross sales
of securities into sure fiduciary accounts. If the entire securities aren’t offered on the preliminary providing worth, the Brokers might change
the general public providing worth and different promoting phrases.
An affiliate of Credit score Suisse has paid or might pay within the
future a set quantity to broker-dealers in reference to the prices of implementing programs to assist these securities.
We count on to ship the securities towards cost for
the securities on the Settlement Date indicated herein, which can be a date that’s larger than two enterprise days following the Commerce
Date. Underneath Rule 15c6-1 of the Securities Alternate Act of 1934, as amended, trades within the secondary market usually are required to settle
in two enterprise days, except the events to a commerce expressly agree in any other case. Accordingly, if the Settlement Date is greater than two enterprise
days after the Commerce Date, purchasers who want to transact within the securities greater than two enterprise days previous to the Settlement Date
might be required to specify various settlement preparations to forestall a failed settlement.
CSSU is our affiliate. In accordance with FINRA Rule 5121,
CSSU might not make gross sales on this providing to any of its discretionary accounts with out the prior written approval of the shopper. A portion
of the web proceeds from the sale of the securities might be utilized by CSSU or considered one of its associates in reference to hedging our obligations
underneath the securities.
For additional data, please consult with “Underwriting
(Conflicts of Curiosity)” in any accompanying product complement.
Callable Fastened Charge Securities 9 |
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CREDIT SUISSE SECURITIES (USA) LLC
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Copyright © 2022 Credit score Suisse Group AG and/or its associates. All rights reserved. |
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