Pricing Supplement No.
U217
To the Underlying
Supplement dated June 24, 2010,
Product Supplement No. U-I dated July 23, 2010,
Prospectus Supplement dated March 25,
2009 and
Prospectus dated March 25, 2009
|
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-158199-10
October 1, 2010
|
|
|
$4,000,000
15
Month 10.00% per annum Callable Yield Notes due January 6, 2012 Linked to the Performance of the S&P 500®
Index and the Russell 2000® Index |
Financial
Products |
General
- The securities are designed for investors who are
mildly bearish, neutral or mildly bullish on the Underlyings. Investors should
be willing to lose some or all of their investment if a Knock-In Event occurs
with respect to either Underlying. Any payment on the securities is subject to
our ability to pay our obligations as they become due.
- Interest will be paid quarterly in arrears at a rate
of 10.00% per annum. Interest will be calculated on a 30/360 basis, subject to
Early Redemption.
- The Issuer may redeem the securities, in whole but
not in part, on any Interest Payment Date occurring on or after January 6, 2011. No
interest will accrue or be payable following an Early Redemption.
- Senior unsecured obligations of Credit Suisse AG,
acting through its Nassau Branch, maturing January 6, 2012.
- Minimum purchase of $1,000. Minimum denominations of
$1,000 and integral multiples in excess thereof.
- The securities priced on October 1, 2010 (the Trade
Date) and are expected to settle on October 6, 2010.
Delivery of the securities in book-entry form only will be made through The
Depository Trust Company.
Key Terms
Issuer:
|
Credit
Suisse AG (Credit Suisse), acting through its Nassau Branch
|
Underlyings:
|
Each
Underlying is identified in the table below, together with its Bloomberg
ticker symbol, Initial Level and Knock-In Level:
|
|
Underlying
|
Ticker
|
Initial Level
|
Knock-In Level
|
|
S&P 500® Index (SPX)
|
SPX
|
1,144.70
|
744.055
|
|
Russell 2000® Index (RTY)
|
RTY
|
677.00
|
440.050
|
Interest Rate:
|
10.00%
per annum. Interest will be calculated on a 30/360 basis.
|
Interest
Payment Dates:
|
Unless
redeemed earlier, interest will be paid quarterly in arrears on January 6, 2011, April 6, 2011, July 6, 2011, October 6, 2011 and
the Maturity Date, subject to the modified following business day convention.
No interest will accrue or be payable following an Early Redemption.
|
Redemption
Amount:
|
At
maturity, the Redemption Amount you will be entitled to receive will depend
on the individual performance of each Underlying and whether a Knock-In Event
occurs. If the securities are not subject to Early Redemption, the Redemption
Amount will be determined as follows:
|
|
- If a
Knock-In Event occurs during the Observation Period, the Redemption Amount
will equal the principal amount of the securities you hold multiplied by the
sum of one plus the Underlying Return of the Lowest Performing Underlying. In
this case, the maximum Redemption Amount will be less than $650 per $1,000
principal amount of the securities and you could lose your entire investment.
|
|
- If a
Knock-In Event does not occur during the Observation Period, the Redemption
Amount will equal the principal amount of the securities you hold.
|
Any
payment you will be entitled to receive at maturity is subject to our ability
to pay our obligations as they become due. |
Early
Redemption:
|
The
Issuer may redeem the securities in whole, but not in part, on any Interest
Payment Date occurring on or after January 6, 2011 upon at least three business days notice at 100% of the principal
amount of the securities, together with the interest payable on that Interest
Payment Date.
|
Knock-In
Event:
|
A
Knock-In Event will occur if the Final Level of either Underlying is less
than or equal to the Knock-In Level on the Valuation Date.
|
Knock-In
Level:
|
The
Knock-In Level for each Underlying is 65.00% of the Initial Level of such
Underlying, as set forth in the table above.
|
Lowest
Performing
Underlying:
|
The
Underlying with the lowest Underlying Return.
|
Underlying
Return:
|
For
each Underlying, the Underlying Return will be calculated as follows:
|
|
Final Level Initial Level
Initial Level
|
; subject to a maximum of zero |
|
|
Initial
Level:
|
For
each Underlying, as set forth in the table above.
|
Final
Level:
|
For
each Underlying, the closing level of such Underlying on the Valuation Date.
|
Valuation Date:
|
January 3, 2012
|
Maturity Date:
|
January 6, 2012
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Listing:
|
The
securities will not be listed on any securities exchange.
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CUSIP:
|
22546EA61
|
Subject to postponement if the scheduled Maturity
Date is not a business day or the scheduled Valuation Date is not an underlying
business day for either Underlying and in the event of a market disruption
event in respect to either Underlying as described in the accompanying product
supplement under Description of the SecuritiesMarket disruption events.
Investing in the
securities involves a number of risks. See Selected Risk Considerations in
this pricing supplement and Risk Factors beginning on page PS-3 of the
accompanying product supplement.
Credit Suisse has filed a
registration statement (including a prospectus) with the Securities and
Exchange Commission, or SEC, for the offering to which this pricing supplement
relates. Before you invest, you should read the prospectus in that registration
statement and the other documents relating to this offering that Credit Suisse
has filed with the SEC for more complete information about Credit Suisse and
this offering. You may obtain these documents without cost by visiting EDGAR on
the SEC website at www.sec.gov. Alternatively,
Credit Suisse or any agent or any dealer participating in this offering will
arrange to send you this pricing supplement, underlying supplement, product
supplement, prospectus supplement and prospectus if you so request by calling
1-800-221-1037.
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, the product
supplement, the prospectus supplement and the prospectus. Any representation to
the contrary is a criminal offense.
|
Price to Public
|
Underwriting Discounts and Commissions
(1)
|
Proceeds to Issuer
|
Per security
|
$1,000.00
|
$9.20
|
$990.80
|
Total
|
$4,000,000.00
|
$36,800.00
|
$3,963,200.00
|
(1) J.P. Morgan Securities
Inc., which we refer to as JPMSI, and JPMorgan Chase Bank, N.A. will act as placement
agents for the notes.
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.
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered
|
Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
Notes
|
$4,000,000
|
$285.20
|
JPMorgan
Placement Agent
October 1, 2010
Additional
Terms Specific to the Securities
You should read this
pricing supplement together with the underlying supplement dated June 24, 2010,
the product supplement dated July 23,
2010, the prospectus supplement dated March 25, 2009
and the prospectus dated March 25,
2009 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):
Our Central Index Key,
or CIK, on the SEC website is 1053092. As used in this pricing supplement, the
Company, 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. You should
carefully consider, among other things, the matters set forth in Risk Factors
in the product supplement and Selected Risk Considerations in this pricing
supplement, 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.
1
Hypothetical Redemption Amounts and Total Payments on the
Securities
The table and examples below illustrate hypothetical Redemption Amounts
payable at maturity and, in the case of the table, total payments over the term
of the securities (which include both payments at maturity and the total
interest paid on the securities) on a $1,000 investment in the securities for a
range of Underlying Returns of the Lowest Performing Underlying, both in the
event a Knock-In Event does not occur and in the event a Knock-In Event does
occur. The table and examples assume that (i) the securities are not redeemed
prior to maturity, (ii) the Interest Rate applicable to the securities is
10.00% per annum, (iii) the term of the securities is exactly 15 months and (iv)
the Knock-In Level for each Underlying is 65.00% of the Initial Level of such
Underlying. In addition, the examples below assume that the Initial Level is 1,145
for SPX and 678 for RTY. The examples are intended to illustrate
hypothetical calculations of only the Redemption Amount and do not illustrate
the calculation or payment of any individual interest payment. The Redemption
Amounts and total payment amounts set forth below are provided for illustration
purposes only. The actual Redemption Amounts and total payments applicable to a
purchaser of the securities will depend on several variables, including, but
not limited to (a) whether the level of either Underlying is less than or
equal to its respective Knock-In Level on the Valuation Date and (b) the
Final Level of the Lowest Performing Underlying determined on the Valuation
Date. It is not possible to predict whether a Knock-In Event will occur, and in
the event that there is a Knock-In Event, whether and by how much the Final
Level of the Lowest Performing Underlying will decrease in comparison to its
Initial Level. Any payment you will be entitled to receive is subject to our
ability to pay our obligations as they become due. The numbers appearing in the
following table and examples have been rounded for ease of analysis.
TABLE: Hypothetical total payments on the securities at
maturity.
Principal Amount
of Securities
|
Percentage
Change from
the Initial Level
to the Final Level
of the Lowest
Performing
Underlying
|
Underlying Return
of the Lowest
Performing
Underlying
|
Redemption
Amount
|
Total Interest
Payment
|
Total
Payment
|
$1,000
|
100%
|
0%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
90%
|
0%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
80%
|
0%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
70%
|
0%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
60%
|
0%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
50%
|
0%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
40%
|
0%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
30%
|
0%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
20%
|
0%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
10%
|
0%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
0%
|
0%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
-10%
|
-10%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
-20%
|
-20%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
-30%
|
-30%
|
$1,000
|
$125.00
|
$1,125.00
|
$1,000
|
-35%
|
-35%
|
$650
|
$125.00
|
$775.00
|
$1,000
|
-40%
|
-40%
|
$600
|
$125.00
|
$725.00
|
$1,000
|
-50%
|
-50%
|
$500
|
$125.00
|
$625.00
|
$1,000
|
-60%
|
-60%
|
$400
|
$125.00
|
$525.00
|
$1,000
|
-70%
|
-70%
|
$300
|
$125.00
|
$425.00
|
$1,000
|
-80%
|
-80%
|
$200
|
$125.00
|
$325.00
|
$1,000
|
-90%
|
-90%
|
$100
|
$125.00
|
$225.00
|
$1,000
|
-100%
|
-100%
|
$0
|
$125.00
|
$125.00
|
2
Example 1:
Underlying
|
Initial Level
|
Final Level on
Valuation Date
|
SPX
|
1,145
|
1,145.00 (100% of Initial Level)
|
RTY
|
678
|
440.70 (65% of Initial Level)
|
Since the closing level
of RTY on the Valuation Date is equal to its Knock-In Level, a Knock-In
Event occurs. RTY is also the Lowest Performing Underlying.
Therefore, the
Underlying Return of the Lowest Performing Underlying will equal:
Final Level of RTY Initial Level
of RTY
Initial Level of RTY
; subject to a
maximum of 0.00
= (440.70 678)/678 = -0.35
The Redemption Amount = principal amount of the
securities × (1 + percentage change of the Lowest
Performing Underlying)
= $1,000 X (1 0.35) = $650.00
Example 2:
Underlying
|
Initial Level
|
Final Level on
Valuation Date
|
SPX
|
1,145
|
744.25 (65% of Initial Level)
|
RTY
|
678
|
393.24 (58% of Initial Level)
|
Since the closing level
of RTY on the Valuation Date is less than its Knock-In Level, a Knock-In
Event occurs. RTY is the Lowest Performing Underlying because it is
the Underlying with the lowest Underlying Return.
Therefore, the Underlying Return of the Lowest Performing Underlying
will equal:
Final Level of RTY Initial Level of RTY
Initial Level of RTY
; subject to a
maximum of 0.00
= (393.24 678)/678 = -0.42
The Redemption Amount = principal amount of the
securities × (1 + percentage change of the Lowest
Performing Underlying)
= $1,000 X (1 0.42) = $580.00
3
Example 3:
Underlying
|
Initial Level
|
Final Level on
Valuation Date
|
SPX
|
1,145
|
824.40 (72% of Initial Level)
|
RTY
|
678
|
494.94 (73% of Initial Level)
|
Since the closing level
of each Underlying on the Valuation Date is not less than or equal to its
Knock-In Level, a Knock-In Event does not occur.
Therefore, the Redemption Amount equals $1,000.
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 the accompanying product
supplement.
-
YOU MAY RECEIVE LESS THAN THE PRINCIPAL AMOUNT AT MATURITY You may receive less at maturity than
you originally invested in the securities, or you may receive nothing,
excluding any accrued and unpaid interest. If the Final Level of either
Underlying is less than its Knock-In Level, you will bear the full effect of
the depreciation in the Lowest Performing Underlying. In this case, the
Redemption Amount you will be entitled to receive will be less than the
principal amount of the securities and you will lose your entire investment if
the level of the Lowest Performing Underlying falls to zero. 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 Final Level of the Lowest Performing
Underlying will decrease in comparison to its Initial Level. Any payment you
will be entitled to receive at maturity is subject to our ability to pay our obligations
as they become due.
-
THE SECURITIES WILL NOT PAY MORE THAN THE PRINCIPAL AMOUNT, PLUS ACCRUED
AND UNPAID INTEREST, AT MATURITY OR UPON EARLY REDEMPTION The securities will not pay more than
the principal amount, plus accrued and unpaid interest, at maturity or upon
early redemption. If the Final Level of each Underlying is greater than its
respective Initial Level, you will not receive the appreciation of either
Underlying. Assuming the securities are held to maturity and the term of the
securities is exactly 15 months, the maximum amount payable with respect to the
securities will not exceed $1,125.00 for each $1,000 principal amount of the
securities.
-
THE SECURITIES ARE SUBJECT TO THE CREDIT RISK OF CREDIT SUISSE Although the return on the securities
will be based on the performance of the Underlyings, the payment of any amount
due on the securities, including any applicable interest payments, early
redemption payment or payment at maturity, is subject to the credit risk of
Credit Suisse. Investors are dependant on our ability to pay all amounts due on
the securities and, therefore, investors are subject to our credit risk. In
addition, any decline in our credit ratings, any adverse changes in the
markets view of our creditworthiness or any increase in our credit spreads is
likely to adversely affect the value of the securities prior to maturity.
-
IF A KNOCK-IN EVENT OCCURS, YOUR RETURN WILL BE BASED ON THE INDIVIDUAL
PERFORMANCE OF THE LOWEST PERFORMING UNDERLYING If a Knock-In Event occurs, your return will be
based on the individual performance of the Lowest Performing Underlying.
In such case, your return will be negative even if a Knock-In Event occurs with
respect to only one Underlying and the Final Level of only one
Underlying is at or below its Knock-In Level.
4
-
THE SECURITIES ARE SUBJECT TO A POTENTIAL EARLY REDEMPTION, WHICH WOULD
LIMIT YOUR ABILITY TO ACCRUE INTEREST OVER THE FULL TERM OF THE SECURITIES The securities are subject to a potential
early redemption. The securities may be redeemed on any Interest Payment Date
occurring on or after January 6, 2011 upon at least three business days notice. If the
securities are redeemed prior to the Maturity Date, you will be entitled to
receive the principal amount of your securities and any accrued but unpaid
interest payable on such Interest Payment Date. In this case, you will lose the
opportunity to continue to accrue and be paid interest from the Early
Redemption Date to the scheduled Maturity Date. If the securities are redeemed
prior to the Maturity Date, you may be unable to invest in other securities
with a similar level of risk that yield as much interest as the securities.
- SINCE THE SECURITIES ARE LINKED TO THE PERFORMANCE
OF MORE THAN ONE UNDERLYING, YOU WILL BE FULLY EXPOSED TO THE RISK OF
FLUCTUATIONS IN THE LEVEL OF EACH UNDERLYING Since the securities are linked to the
performance of more than one Underlying, the securities will be linked to the individual
performance of each Underlying. Because the securities are not linked to a
basket, in which the risk is mitigated and diversified among all of the
components of a basket, you will be exposed to the risk of fluctuations in the
levels of the Underlyings to the same degree for each Underlying. For example,
in the case of securities linked to a basket, the return would depend on the
weighted aggregate performance of the basket components as reflected by the
basket return. Thus, the depreciation of any basket component could be
mitigated by the appreciation of another basket component, to the extent of the
weightings of such components in the basket. However, in the case of securities
linked to the lowest performing of each of two Underlyings, the individual
performance of each Underlying is not combined to calculate your return and
the depreciation of either Underlying is not mitigated by the appreciation of
the other Underlying. Instead, the Redemption Amount payable at maturity
depends on the lowest performing of the two Underlyings to which the securities
are linked.
-
CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE
SECURITIES PRIOR TO MATURITY While the payment at maturity described
in this pricing supplement is based on the full principal amount of your
securities, the original issue price of the securities includes the agents
commission and the cost of hedging our obligations under the securities through
one or more of our affiliates. As a result, the price, if any, at which Credit
Suisse (or its affiliates), will be willing to purchase securities from you in
secondary market transactions, if at all, will likely be lower than the
original issue price, and any sale prior to the Maturity Date could result in a
substantial loss to you. The securities are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your
securities to maturity.
-
LACK OF LIQUIDITY The
securities will not be listed on any securities exchange. Credit Suisse (or its
affiliates) intends to offer to purchase the securities in the secondary market
but is not required to do so. Even if there is a secondary market, it may not
provide enough liquidity to allow you to trade or sell the securities when you
wish to do so. Because other dealers are not likely to make a secondary market
for the securities, the price at which you may be able to trade your securities
is likely to depend on the price, if any, at which Credit Suisse (or its
affiliates) is willing to buy the securities. If you have to sell your
securities prior to maturity, you may not be able to do so or you may have to
sell them at a substantial loss.
-
POTENTIAL CONFLICTS We
and our affiliates play a variety of roles in connection with the issuance of
the securities, including acting as calculation agent and hedging our obligations
under the securities. In performing these duties, the economic interests of the
calculation agent and other affiliates of ours are potentially adverse to your
interests as an investor in the securities.
5
-
MANY ECONOMIC AND MARKET FACTORS WILL AFFECT THE VALUE OF THE SECURITIES In addition to the levels of the
Underlyings on any day, the value of the securities will be affected by a
number of economic and market factors that may either offset or magnify each
other, including:
-
the expected volatility
of the Underlyings;
-
the time to maturity
of the securities;
-
the Early Redemption
feature, which is likely to limit the value of the securities;
-
interest and yield
rates in the market generally;
-
investors
expectations with respect to the rate of inflation;
-
geopolitical
conditions and a variety of economic, financial, political, regulatory or
judicial events that affect the components comprising the Underlyings, or
markets generally and which may affect the levels of the Underlyings; and
-
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 EQUITY SECURITIES COMPRISING 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, which is based on the percentage change in the Underlyings, is not
the same as the total return you would receive based on the 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.
6
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 the Valuation Date) 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 further information, please refer to Use of
Proceeds and Hedging in the accompanying product supplement.
Historical
Information
The following graphs
set forth the historical performance of the S&P 500® Index based
on the closing level of such Underlying from January 1, 2005 through October 1, 2010 and
the historical performance of the Russell 2000® Index based on the
closing level of such Underlying from January 1, 2005
through October 1, 2010. The closing level of the S&P 500®
Index on October 1, 2010 was 1146.24. The closing level of the Russell 2000®
Index on October 1, 2010 was 679.29. We obtained the closing levels below
from Bloomberg, without independent verification. We make no representation or
warranty as to the accuracy or completeness of the information obtained from
Bloomberg. You should not take the historical levels of the Underlyings as an
indication of future performance of the Underlyings or the securities. The
levels of either of the Underlyings may decrease so that a Knock-In Event
occurs and at maturity you will receive a Redemption Amount equal to less than
the principal amount of the securities. Any payment you will be entitled to
receive on the securities is subject to our ability to pay our obligations as
they become due. We cannot give you any assurance that the Final Level of each
Underlying will be above its respective Knock-In Level. If the closing level of
either Underlying on the Valuation Date is less than its Knock-In Level, then
you will lose money on your investment.
For further information
on the Underlyings, please refer to the accompanying underlying supplement.
7
Supplemental Information Regarding Certain United States Federal Income Tax Considerations
The amount of the stated
interest rate on the security that constitutes interest on the Deposit (as
defined in the accompanying product supplement) equals 0.41625%, and the
remaining balance constitutes the Option Premium (as defined in the
accompanying product supplement). Please refer to Certain U.S. Federal
Income Tax Considerations in the accompanying product supplement.
Supplemental Plan of Distribution
Under the terms of
distribution agreements with JPMSI and JPMorgan Chase Bank, N.A., each dated as
of June 18, 2008, JPMSI and JPMorgan Chase Bank, N.A. will act as
placement agents for the notes. The placement agents will receive a fee from
Credit Suisse or one of our affiliates of $9.20 per $1,000 principal amount of
notes. For further information, please refer to Underwriting (Conflicts of
Interest) in the accompanying product supplement.
8
Credit Suisse