Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F x Form 40-F o
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
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Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
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Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes o No x
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If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-.
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CREDIT SUISSE AG
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Date: May 24, 2013
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By:
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/s/ Michael G. Clark
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Name:
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Michael G. Clark
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Title:
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Authorized Officer
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By:
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/s/ Gina Orlins
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Name:
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Gina Orlins
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Title:
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Authorized Officer
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Exhibit 5.1
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New York
Menlo Park
Washington DC
São Paulo
London
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Paris
Madrid
Tokyo
Beijing
Hong Kong
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Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
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212 450 4000 tel
212 701 5800 fax
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May 24, 2013
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Credit Suisse AG
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2
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May 24, 2013
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Credit Suisse AG
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3
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May 24, 2013
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Title of Securities
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Date of Final Pricing Supplement
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Pricing Supplement No.
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Principal Amount
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CUSIP
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Absolute Return Barrier Securities due May 27, 2015
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May 21, 2013
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U848
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$3,875,000
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22547Q2R6
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To:
Credit Suisse Group AG
Paradeplatz 8
P.O. Box 1
8070 Zurich
Switzerland
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Homburger AG
Prime Tower
Hardstrasse 201 | CH–8005 Zurich
P.O. Box 314 | CH–8037 Zurich
T +41 43 222 10 00
F +41 43 222 15 00
lawyers@homburger.ch
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May 24, 2013
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I.
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Basis of Opinion
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(i)
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an electronic copy of the executed distribution agreement dated May 7, 2007, between Credit Suisse Securities (USA) LLC, as distributor, and Credit Suisse (as amended by Amendment No. 1 dated January 11, 2008, the Distribution Agreement), as supplemented by (A) the Distributor Accession Letter and Confirmation dated June 18, 2008, pursuant to which JPMorgan Chase Bank, National Association and JPMorgan Securities LLC (formerly JPMorgan Securities, Inc.), each acting through JPMorgan Private Bank and JPMorgan Private Client Services, became distributors, (B) the Distributor Accession Letters and Confirmations dated March 23, 2012, pursuant to which Barclays Capital Inc., Citigroup Global Markets Inc. and Incapital LLC became distributors, (C) the Distributor Accession Letter and Confirmation dated May 8, 2012, pursuant to which Merrill, Lynch, Pierce, Fenner & Smith Incorporated became a distributor, and (D) the Distributor Accession Letter and Confirmation dated May 18, 2012, pursuant to which Morgan Stanley & Co. LLC became a distributor;
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(ii)
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an electronic copy of the executed Base Indenture;
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(iii)
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an electronic copy of the executed Supplemental Indenture (together with the Distribution Agreement, the Base Indenture and the Supplemental Indenture, the Transaction Agreements);
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(iv)
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an electronic copy of the Officer's Certificate dated March 8, 2013, issued by Credit Suisse pursuant to Sections 2.02, 10.03 and 10.04 of the Indenture;
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(v)
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an executed copy of the global note representing the Notes (the Global Note);
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(vi)
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an electronic copy of the prospectus dated as of March 23, 2012 (the Base Prospectus);
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(vii)
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an electronic copy of the prospectus supplement to the Base Prospectus dated as of March 23, 2012 (the Prospectus Supplement);
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(viii)
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an electronic copy of the pricing supplement specified in Annex 1, including any underlying supplements and product supplements incorporated by reference therein (together with the Base Prospectus and the Prospectus Supplement, the Prospectus);
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(ix)
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a certified excerpt from the Register of Commerce of the Canton of Zurich for Credit Suisse, dated January 22, 2013 (the Excerpt);
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(x)
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a copy of the articles of association (Statuten) of Credit Suisse in their version as of (A) April 19, 2006 (the 2006 Articles), (B) August 26, 2008 (the 2008 Articles), and (C) May 2, 2011 (the 2011 Articles);
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(xi)
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an electronic copy of (A) the Organizational Guidelines and Regulations of Credit Suisse, valid as of January 1, 2006 (the 2006 Regulations), and (B) the Organizational Guidelines and Regulations of Credit Suisse Group AG and Credit Suisse, valid as of (w) March 24, 2009 (the 2009 Regulations), (x) December 8, 2010 (the 2010 Regulations), (y) February 8, 2012 (the February 2012 Regulations), and (z) October 24, 2012 (the October 2012 Regulations);
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(xii)
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an electronic copy of the GP-00200 Global Policy Funding Authority within Credit Suisse Group and Credit Suisse effective as of (A) January 1, 2007 (the 2007 Funding Authority), (B) December 17, 2008 (the 2008 Funding Authority), and (C) May 18, 2012 (the 2012 Funding Authority);
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(xiii)
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an electronic copy of (A) the memorandum of the Chief Financial Officer of Credit Suisse and Credit Suisse Group AG (CFO) to the members of the Board of Directors of Credit Suisse and Credit Suisse Group AG, dated February 14, 2007 (the February 2007 CFO Approval), (B) the certificate of R. Fassbind, as CFO, dated May 2, 2007 (the May 2007 CFO Approval), (C) the certificate of R. Fassbind, as CFO, dated March 12, 2009 (the 2009 CFO Approval), and (D) the certificate of D. Mathers, as CFO, dated March 14, 2012 (the 2012 CFO Approval and, together with the February 2007 CFO Approval, the May 2007 CFO Approval and the 2009 CFO Approval, the CFO Approvals);
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(xiv)
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an electronic copy of the email sent by David Mathers, as Chief Financial Officer of Credit Suisse Group AG and Credit Suisse, to Gina Orlins and Rolf Enderli on March 7, 2013, confirming how the issuance amount of the Notes and other securities referred to in clause (c) (ii) (R) of Section II is to be measured (the CFO Confirmation);
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(xv)
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an electronic copy of (A) the power of attorney dated March 26, 2007, issued by R. Fassbind, as CFO, and R. Enderli, as Treasurer of Credit Suisse (the March 2007 Power of Attorney), (B) the power of attorney dated May 2, 2007, issued by R. Fassbind, as CFO, and R. Enderli, as Treasurer of Credit Suisse (the May 2007 Power of Attorney), (C) the power of attorney dated March 20, 2008, issued by R. Fassbind, as CFO, and R. Enderli, as Treasurer of Credit Suisse (the 2008 Power of Attorney), and (D) the power of attorney dated July 29, 2011, issued by D. Mathers, as CFO, and R. Enderli, as Treasurer of Credit Suisse (the 2011 Power of Attorney), as supplemented by the addendum thereto dated July 29, 2011, applicable to securities issued by Credit Suisse, acting through the Issuing Branch (the Nassau Branch Addendum);
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(xvi)
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an electronic copy of the Structured Notes – Business Division Authorizations (Version 4.0), finalized January 2013, which was issued pursuant to Section 4.4 of the 2012 Funding Authority (the Business Authorization List);
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(xvii)
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an electronic copy of the Secretary's Certificate dated March 11, 2013 (including the exhibits thereto, the Secretary's Certificate), executed by Pierre Schreiber and Joan Belzer; and
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(xviii)
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an electronic copy of the Secretary's Certificate dated May 24, 2013 (the Supplemental Secretary's Certificate), executed by two Corporate Secretaries of Credit Suisse; and
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(xix)
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an email confirmation from Haewon Lee dated May 24, 2013 (the Confirmation).
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II.
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Assumptions
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(a)
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all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, fax and electronic copies) conform to the original;
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(b)
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all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, by the individuals purported to have executed or certified, as the case may be, such documents;
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(c)
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except as expressly opined upon herein, all information contained in the Documents is, and all material statements made to us in connection with the Documents are, true and accurate, including, without limitation, the statements set forth in
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(i)
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the Confirmation as to the following facts:
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(A)
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the Notes are (i) structured notes issued pursuant to business-driven transactions within the meaning of the 2012 Funding Authority, (ii) are offered pursuant to the Base Prospectus and the Prospectus Supplement, and (iii) constitute "Notes" as such term is used in the Secretary's Certificate;
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(B)
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the copy of the Global Note attached to the Confirmation (or as otherwise provided to Homburger AG by Credit Suisse) is a true and correct copy of the original document;
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(C)
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the terms of the Notes have been approved by the persons whose signatures appear on the Global Note, and such persons were employees of the Company or one of its affiliates at the time of such approval; and
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(D)
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the issuance of the Notes has been approved by two persons listed in, and pursuant to, the Nassau Branch Addendum, and such persons who approved the
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(ii)
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the Secretary's Certificate, including as to the following facts:
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(A)
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the 2011 Articles continue in full force and effect and no amendment or other document relating to or affecting the 2011 Articles has been filed with the Register of Commerce of the Canton of Zurich and no action has been taken by Credit Suisse or its shareholders, directors or officers in contemplation of the filing of such an amendment or other document, or in contemplation of the liquidation or dissolution of Credit Suisse;
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(B)
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the 2008 Articles were in full force and effect and had not been amended as of the date of the Supplemental Indenture;
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(C)
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the 2006 Articles were in full force and effect and had not been amended as of the dates of the Base Indenture and the Distribution Agreement;
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(D)
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the October 2012 Regulations remain in full force and effect and neither the approval and adoption of the October 2012 Regulations, nor the October 2012 Regulations themselves, have been amended or rescinded;
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(E)
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the February 2012 Regulations were in full force and effect and had not been amended as of the dates of the Base Prospectus, Prospectus Supplement and the 2012 CFO Approval;
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(F)
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the 2010 Regulations were in full force and effect and had not been amended as of the dates of the 2011 Power of Attorney, and the Nassau Branch Addendum;
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(G)
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the 2009 Regulations were in full force and effect and had not been amended as of the dates of the Supplemental Indenture;
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(H)
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the 2006 Regulations were in full force and effect had not been amended as of the dates of the Base Indenture, the Distribution Agreement, February 2007 CFO Approval, the March 2007 Power of Attorney, the May 2007 Power of Attorney, the May 2007 CFO Approval, the 2008 Power of Attorney, and the 2009 CFO Approval;
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(I)
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the 2012 Funding Authority, the CFO Approvals, the CFO Confirmation, the 2011 Power of Attorney and the Business Authorizations List remain in full force and effect and have not been amended;
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(J)
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the 2008 Funding Authority was in full force and effect and had not been amended as of the dates of the Supplemental Indenture, the 2009 CFO Approval, the 2012
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(K)
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the 2007 Funding Authority was in full force and effect and had not been amended as of the dates of the Base Indenture, the Distribution Agreement, the February 2007 CFO Approval, the March 2007 Power of Attorney, the May 2007 Power of Attorney, the May 2007 CFO Approval and the 2008 Power of Attorney;
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(L)
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the 2008 Power of Attorney was in full force and effect and had not been amended as of the date of the Supplemental Indenture;
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(M)
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the May 2007 Power of Attorney was in full force and effect and had not been amended as of the date of the Distribution Agreement;
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(N)
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the March 2007 Power of Attorney was in full force and effect and had not been amended as of the date of the Base Indenture;
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(O)
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the Distribution Agreement remains in full force and effect and has not been amended;
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(P)
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the Excerpt is correct and complete;
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(Q)
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the Indenture has not been terminated, rescinded or amended in any way (other than, by the First Supplemental Indenture dated as of May 6, 2008, and any other supplements thereto relating to note issuances thereunder that do not constitute Notes) and is in full force and effect; and
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(R)
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immediately after giving effect to the issuance of the Notes, the aggregate issuance amount, as measured by the aggregate offering price, of (i) medium-term notes (including the Notes) issued on or after March 23, 2012, pursuant to the Prospectus Supplement, including any supplement thereto, will not exceed USD 20 billion and (ii) securities (including the Notes) issued on or after March 23, 2012, pursuant to the U.S. automatic registration statement on Form F-3ASR of which the Base Prospectus forms a part, will not exceed USD 40 billion, in each case in accordance with the 2012 CFO Approval; and
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(iii)
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the Supplemental Secretary's Certificate, as to the following facts: the representations made in the Secretary's Certificate are true, complete and correct as of the date of the Supplemental Secretary's Certificate.
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III.
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Opinion
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1.
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Credit Suisse is a corporation (Aktiengesellschaft) duly incorporated and validly existing under the laws of Switzerland.
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2.
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Credit Suisse has the necessary corporate power and authority to, acting through the Issuing Branch, issue the Notes.
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3.
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The Notes have been duly authorized by all necessary corporate action by Credit Suisse.
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IV.
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Qualifications
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(a)
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The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability or the effect of the laws of any other jurisdiction to or on the matters covered herein.
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(b)
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We express no opinion on the legality, validity or enforceability of any of the provisions of any Transaction Agreement or the Notes or the performance of the obligations assumed by Credit Suisse thereunder.
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(c)
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Further, we express no opinion as to tax matters, regulatory matters or as to any commercial, accounting, calculating, auditing or other non-legal matter.
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Title of Notes
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Date of Pricing Supplement
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Pricing Supplement No.
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Aggregate Offering Price
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CUSIP
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Absolute Return Barrier Securities due May 27, 2015 Linked to the Performance of the iShares® MSCI Emerging Markets Index Fund
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May 21, 2013
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U848
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$3,875,000
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22547Q2R6
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