0000950103-15-009766.txt : 20151228 0000950103-15-009766.hdr.sgml : 20151225 20151228165722 ACCESSION NUMBER: 0000950103-15-009766 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20151228 FILED AS OF DATE: 20151228 DATE AS OF CHANGE: 20151228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE AG CENTRAL INDEX KEY: 0001053092 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33434 FILM NUMBER: 151309806 BUSINESS ADDRESS: STREET 1: PARADEPLATZ 8 CITY: ZURICH STATE: V8 ZIP: 8001 BUSINESS PHONE: 01141 44 333 1111 MAIL ADDRESS: STREET 1: P.O. BOX 1 CITY: ZURICH STATE: V8 ZIP: 8070 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE / /FI DATE OF NAME CHANGE: 20050607 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE FIRST BOSTON / /FI DATE OF NAME CHANGE: 19980115 6-K 1 dp62108_6k.htm FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2015

Commission File Number 001-33434

 

CREDIT SUISSE AG

 

(Translation of Registrant’s Name Into English)

Paradeplatz 8, CH-8001 Zurich, Switzerland

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F.

   Form 20-F      Form 40-F    
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): ____
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): ____

 
 

Explanatory note

 

This Report on Form 6-K contains the exhibits set forth below. This report on Form 6-K and such exhibits are hereby incorporated by reference into Registration Statement No. 333-202913 of Credit Suisse AG.

 

Exhibit 5.1: Opinion of Davis Polk & Wardwell LLP, U.S. counsel to the Company, with respect to the validity of the Notes under New York law; and

 

Exhibit 99.1: Tax Opinion of Orrick, Herrington & Sutcliffe LLP.

 


 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

         
  CREDIT SUISSE AG


 
 
Date: December 28, 2015 By:   /s/ Elaine Sam  
    Name:   Elaine Sam  
    Title:   Authorized Officer  
 
  By:   /s/ Seth Wolfman  
    Name:   Seth Wolfman  
    Title:   Authorized Officer  

EX-5.1 2 dp62108_ex0501.htm EXHIBIT 5.1

Exhibit 5.1

  New York
Menlo Park
Washington DC
São Paulo
London
Paris
Madrid
Tokyo
Beijing
Hong Kong

 

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017

212 450 4000 tel

212 701 5800 fax

 

 
 
       

December 28, 2015
 
 

Credit Suisse AG
Paradeplatz 8
CH 8001 Zurich, Switzerland

 

Ladies and Gentlemen:

 

Credit Suisse AG, a corporation organized under the laws of Switzerland (the “Company”), has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3 (File No. 333-202913) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), among other securities, the Company’s Medium-Term Notes to be issued from time to time by the Company. These securities include the notes identified in Exhibit A attached hereto (the “Notes”). The Notes have been issued pursuant to the Senior Indenture dated as of March 29, 2007 (as amended and supplemented from time to time and in effect as of the date hereof, the “Indenture”) between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”).

 

We, as your United States counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

 

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and all statements as to factual matters in certificates of officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

 

Based upon the foregoing, we advise you that in our opinion, the Notes, when duly executed, authenticated and issued and delivered in accordance with the Indenture and the applicable underwriting or other distribution agreement against payment therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad

 

 

Credit Suisse AG2December 28, 2015

faith), provided that we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.

 

We are members of the Bar of the State of New York, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York. Insofar as the foregoing opinion involves matters governed by Swiss law, we have relied, without independent inquiry or investigation, on the opinion of Homburger AG, Swiss legal counsel for the Company, dated November 4, 2015 and filed by the Company with the Commission as an exhibit to a Report on Form 6-K on November 4, 2015. Our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinion of Homburger AG.

 

In connection with the opinion expressed above, we have assumed that the Trustee is validly existing and in good standing under the laws of the jurisdiction of its organization. In addition, we have assumed that (1) the execution, delivery and performance under the Indenture (A) are within the corporate powers of the Trustee, (B) do not and will not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of the Trustee or the Company, (C) require no action by or in respect of, or filing with, any governmental body, agency or official and (D) do not contravene, or constitute a default under, any provision of applicable law or regulation, public policy or any judgment, injunction, order or decree or any agreement or other instrument binding upon the Company or the Trustee; and (2) that the Indenture has been duly authorized, executed and delivered by the Trustee and the Company and is a valid, binding and enforceable agreement of the Trustee.

 

We express no opinion as to (x) provisions in the Indenture that purport to waive objections to venue, claims that a particular jurisdiction is an inconvenient forum or the like, (y) whether a United States federal court would have subject-matter or personal jurisdiction over a controversy arising under the Notes or (z) the effectiveness of any service of process made other than in accordance with applicable law. In addition, we note that the enforceability in the United States of Section 10.08(c) of the Indenture is subject to the limitations set forth in the United States Foreign Sovereign Immunities Act of 1976.

 

We express no opinion as to (i) whether a New York State or United States federal court would render or enforce a judgment in a currency other than U.S. Dollars or (ii) the exchange rate that such a court would use in rendering a judgment in U.S. Dollars in respect of an obligation in any other currency.

 

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof and incorporated by reference into the Registration Statement.

 

In giving our consent above, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

Very truly yours,
 
 
 
/s/ Davis Polk & Wardwell LLP

 

Credit Suisse AG3December 28, 2015

Exhibit A

 

Title of Securities Date of Pricing Supplement Pricing Supplement No.
1 Year 5.00% per annum Autocallable Reverse Convertible Securities due December 28, 2016 December 22, 2015 F203
Digital Buffered Notes due December 26, 2017 December 18, 2015 K591
Digital Buffered Notes due December 26, 2017 December 18, 2015 K592
Digital Buffered Notes due December 28, 2017 December 22, 2015 K595
Digital Plus Barrier Notes due December 28, 2021 December 18, 2015 T670
Digital Barrier Notes due June 26, 2017 December 18, 2015 T671
Digital Plus Barrier Notes due December 28, 2021 December 18, 2015 T676
Accelerated Barrier Notes due June 27, 2019 December 22, 2015 T680
8.00% per annum Contingent Coupon Callable Yield Notes due December 28, 2018 December 18, 2015 U1396
7.00% per annum Contingent Coupon Callable Yield Notes due December 23, 2020 December 18, 2015 U1414

EX-99.1 3 dp62108_ex9901.htm EXHIBIT 99.1

Exhibit 99.1

 

Orrick, Herrington & Sutcliffe LLP

51 WEST 52ND STREET

NEW YORK, NEW YORK 10019-6142

 

December 28, 2015

 

Credit Suisse AG
Paradeplatz 8
CH 8001 Zurich, Switzerland

 

Ladies and Gentlemen:

 

We have acted as special tax counsel to Credit Suisse AG, a corporation incorporated under the laws of Switzerland (the “Company”), in connection with the preparation and filing of each pricing supplement or term sheet, as applicable, identified in Exhibit A attached hereto (each, a “Pricing Supplement”), to the underlying supplement and product supplement referenced therein, if applicable, to the prospectus supplement dated May 4, 2015 for the Company’s Senior Medium-Term Notes and Subordinated Medium-Term Notes relating to the prospectus dated May 4, 2015 contained in the Company’s Registration Statement (No. 333-202913) (the “Registration Statement”). This opinion is being furnished in accordance with the requirements of Section 601(b)(8) of Regulation S-K of the Securities Act of 1933, as amended (the “Act”).

 

In our opinion, the discussions under the headings “Material U.S. Federal Income Tax Considerations” in each Pricing Supplement and “Material United States Federal Income Tax Considerations” or “Material U.S. Federal Income Tax Considerations”, as applicable, in each related product supplement, subject to the conditions and limitations described therein, set forth the material U.S. federal income tax considerations applicable generally to holders of the securities offered pursuant to each Pricing Supplement as a result of the ownership and disposition of such securities.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us in each Pricing Supplement and related product supplement. By such consent we do not concede that we are an “expert” for the purposes of the Act.

 

 

Very truly yours,

 

  /s/ Orrick, Herrington & Sutcliffe LLP
 
 

Exhibit A

 

Title of Securities Date of Pricing Supplement Pricing Supplement No.
1 Year 5.00% per annum Autocallable Reverse Convertible Securities due December 28, 2016 December 22, 2015 F203
Digital Buffered Notes due December 26, 2017 December 18, 2015 K591
Digital Buffered Notes due December 26, 2017 December 18, 2015 K592
Digital Buffered Notes due December 28, 2017 December 22, 2015 K595
Digital Plus Barrier Notes due December 28, 2021 December 18, 2015 T670
Digital Barrier Notes due June 26, 2017 December 18, 2015 T671
Digital Plus Barrier Notes due December 28, 2021 December 18, 2015 T676
Accelerated Barrier Notes due June 27, 2019 December 22, 2015 T680
8.00% per annum Contingent Coupon Callable Yield Notes due December 28, 2018 December 18, 2015 U1396
7.00% per annum Contingent Coupon Callable Yield Notes due December 23, 2020 December 18, 2015 U1414

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