424B2 1 dp73099_424b2-sun71.htm FORM 424B2

Preliminary Pricing Supplement ARN-71
(To the Prospectus dated May 4, 2015, the Prospectus Supplement dated May 4, 2015, and the Product Supplement STOCK ARN-1 dated July 17, 2015)

Subject to Completion

Preliminary Pricing Supplement

dated February 17, 2017

 

 Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-202913
 and 333-180300-03



    Units
$10 principal amount per unit
CUSIP No.    

Pricing Date*
Settlement Date*
Maturity Date*

February  , 2017
March  , 2017
April  , 2018
*Subject to change based on the actual date the notes are priced for initial sale to the public (the "pricing date")
       

Accelerated Return Notes® Linked to a Basket of Four Technology Sector Stocks

 

§    Maturity of approximately 14 months

 

§    3-to-1 upside exposure to increases in the Basket, subject to a capped return of [15% to 19%]

 

§    The Basket will be comprised of Amazon.com, Inc., Facebook, Inc., Alphabet Inc., and Netflix, Inc. (the "Basket Stocks")

 

§    1-to-1 downside exposure to decreases in the Basket, with 100% of your principal at risk

 

§    All payments occur at maturity and are subject to the credit risk of Credit Suisse AG

 

§    No periodic interest payments

 

§    In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See “Structuring the Notes”

 

§    Limited secondary market liquidity, with no exchange listing

 

§    The notes are senior unsecured debt securities and are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, Switzerland or any other jurisdiction

 

 

 

The notes are being issued by Credit Suisse AG (“Credit Suisse”). There are important differences between the notes and a conventional debt security, including different investment risks and certain additional costs. See “Risk Factors” and “Additional Risk Factors” beginning on page TS-6 of this term sheet and “Risk Factors” beginning on page PS-6 of product supplement STOCK ARN-1.

 

The initial estimated value of the notes as of the pricing date is expected to be between $9.50 and $9.70 per unit, which is less than the public offering price listed below. See “Summary” on the following page, “Risk Factors” beginning on page TS-6 of this term sheet and “Structuring the Notes” on page TS-16 of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy. 

_________________________

 

None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense. 

_________________________

 

   Per Unit  Total
Public offering price(1)   $10.00    $    
Underwriting discount(1)   $0.20    $    
Proceeds, before expenses, to Credit Suisse  $9.80    $    
(1)For any purchase of 500,000 units or more in a single transaction by an individual investor or in combined transactions with the investor’s household in this offering, the public offering price and the underwriting discount will be $9.95 per unit and $0.15 per unit, respectively. See “Supplement to the Plan of Distribution” below.

 

The notes:

Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value

 

 

 

 

 

 

Merrill Lynch & Co. 

February    , 2017

 

 

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

Summary

 

The Accelerated Return Notes® Linked to a Basket of Four Technology Sector Stocks, due April , 2018 (the “notes”) are our senior unsecured debt securities. The notes are not guaranteed or insured by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Switzerland or any other jurisdiction and are not secured by collateral. The notes will rank equally with all of our other unsecured and unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of Credit Suisse. The notes provide you a leveraged return, subject to a cap, if the Ending Value of the Market Measure, which is the basket of four technology sector stocks described below (the “Basket”), is greater than its Starting Value. If the Ending Value is less than the Starting Value, you will lose all or a portion of the principal amount of your notes. Payments on the notes, including the amount you receive at maturity, will be calculated based on the $10 principal amount per unit and will depend on the performance of the Basket, subject to our credit risk. See “Terms of the Notes” below.

 

The Basket will be comprised of Amazon.com, Inc., Facebook, Inc., Alphabet Inc., and Netflix, Inc. (the “Basket Stocks”). Each Basket Stock will be given an equal weight.

 

The economic terms of the notes (including the Capped Value) are based on the rate we are currently paying to borrow funds through the issuance of market-linked notes (our “internal funding rate”) and the economic terms of certain related hedging arrangements. Our internal funding rate for market-linked notes is typically lower than a rate reflecting the yield on our conventional debt securities of similar maturity in the secondary market (our “secondary market credit rate”). This difference in borrowing rate, as well as the underwriting discount and the hedging related charge described below, will reduce the economic terms of the notes to you and the initial estimated value of the notes on the pricing date. These costs will be effectively borne by you as an investor in the notes, and will be retained by us and MLPF&S or any of our respective affiliates in connection with our structuring and offering of the notes. Due to these factors, the public offering price you pay to purchase the notes will be greater than the initial estimated value of the notes.

 

On the cover page of this term sheet, we have provided the initial estimated value range for the notes. This range of estimated values reflects terms that are not yet fixed and was determined based on our valuation of the theoretical components of the notes in accordance with our pricing models. These include a theoretical bond component valued using our internal funding rate, and theoretical individual option components valued using mid-market pricing. You will not have any interest in, or rights to, the theoretical components we use to determine the estimated value of the notes. The initial estimated value of the notes calculated on the pricing date will be set forth in the final term sheet made available to investors in the notes. For more information about the initial estimated value and the structuring of the notes, see “Structuring the Notes” on page TS-16.

 

Terms of the Notes Redemption Amount Determination
Issuer: Credit Suisse AG (“Credit Suisse”), acting through its London branch. On the maturity date, you will receive a cash payment per unit determined as follows:
Principal Amount: $10.00 per unit
Term: Approximately 14 months
Market Measure: An equally weighted basket of four technology sector stocks comprised of Amazon.com, Inc. (NASDAQ symbol: “AMZN”), Facebook, Inc. (NASDAQ symbol: “FB”), Alphabet Inc. (NASDAQ symbol: “GOOGL”) and Netflix, Inc. (NASDAQ symbol: “NFLX”) (each, a “Basket Stock”).
Starting Value: The Starting Value will be set to 100.00 on the pricing date.
Ending Value: The value of the Basket on the calculation day. The calculation day is subject to postponement in the event of Market Disruption Events, as described in "The Basket" section below.
Participation Rate: 300%
Capped Value: [$11.50 to $11.90] per unit, which represents a return of [15% to 19%] over the principal amount. The actual Capped Value will be determined on the pricing date.
Calculation Day: Approximately the fifth scheduled trading day immediately preceding the maturity date.
Price Multiplier: 1, for each Basket Stock, subject to adjustment for certain corporate events relating to the Basket Stocks described beginning on page PS-20 of product supplement STOCK ARN-1.
Fees and Charges: The underwriting discount of $0.20 per unit listed on the cover page and the hedging related charge of $0.075 per unit described in “Structuring the Notes” on page TS-16.
Joint Calculation Agents: Credit Suisse International and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), acting jointly.

Accelerated Return Notes® TS-2

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

The terms and risks of the notes are contained in this term sheet and in the following:

 

§Product supplement STOCK ARN-1 dated July 17, 2015:
http://www.sec.gov/Archives/edgar/data/1053092/000095010315005695/dp57052_424b2-arn1.htm

 

§Prospectus supplement and prospectus dated May 4, 2015:
http://www.sec.gov/Archives/edgar/data/1053092/000104746915004333/a2224570z424b2.htm

 

These documents (together, the “Note Prospectus”) have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website as indicated above or obtained from MLPF&S by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering. Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement STOCK ARN-1. Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or similar references are to Credit Suisse.

 

Investor Considerations

 

You may wish to consider an investment in the notes if:   The notes may not be an appropriate investment for you if:

§  You anticipate that the value of the Basket will increase moderately from the Starting Value to the Ending Value.

 

§  You are willing to risk a loss of principal and return if the value of the Basket decreases from the Starting Value to the Ending Value.

 

§  You accept that the return on the notes will be capped.

 

§  You are willing to forgo the interest payments that are paid on traditional interest bearing debt securities.

 

§  You are willing to forgo dividends or other benefits of owning the Basket Stocks.

 

§  You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our actual and perceived creditworthiness, our internal funding rate and fees and charges on the notes.

 

§  You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount.

 

  

§  You believe that the value of the Basket will decrease from the Starting Value to the Ending Value or that it will not increase sufficiently over the term of the notes to provide you with your desired return.

 

§  You seek principal repayment or preservation of capital.

 

§  You seek an uncapped return on your investment.

 

§  You seek interest payments or other current income on your investment.

 

§  You want to receive dividends or other distributions paid on the Basket Stocks.

 

§  You seek an investment for which there will be a liquid secondary market.

 

§  You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes.

 

We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

 

Accelerated Return Notes® TS-3

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

Hypothetical Payout Profile

 

The below graph is based on hypothetical numbers and values.

 

Accelerated Return Notes®

 

 

This graph reflects the returns on the notes, based on the Participation Rate of 300% and a Capped Value of $11.70 per unit (the midpoint of the Capped Value range of [$11.50 to $11.90]). The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the Basket Stocks, excluding dividends.

 

This graph has been prepared for purposes of illustration only.
See below table for a further illustration of the range of hypothetical payments at maturity.

 

Hypothetical Payments at Maturity

 

The following table and examples are for purposes of illustration only. They are based on hypothetical values and show hypothetical returns on the notes. The actual amount you receive and the resulting total rate of return will depend on the actual Ending Value, Capped Value and term of your investment.

 

The following table is based on the Starting Value of 100, the Participation Rate of 300% and a hypothetical Capped Value of $11.70 per unit. It illustrates the effect of a range of Ending Values on the Redemption Amount per unit of the notes and the total rate of return to holders of the notes. The following examples do not take into account any tax consequences from investing in the notes.

 

Ending Value

Percentage Change from the Starting Value to the Ending Value

Redemption Amount per Unit

Total Rate of Return on the Notes

0.00   -100.00%   $0.00   -100.00%  
50.00   -50.00%   $5.00   -50.00%  
80.00   -20.00%   $8.00   -20.00%  
90.00   -10.00%   $9.00   -10.00%  
94.00   -6.00%   $9.40   -6.00%  
97.00   -3.00%   $9.70   -3.00%  
100.00 (1) 0.00%   $10.00   0.00%  
103.00   3.00%   $10.90   9.00%  
105.00   5.00%   $11.50   15.00%  
105.67   5.67%   $11.70 (2) 17.00%  
110.00   10.00%   $11.70   17.00%  
120.00   20.00%   $11.70   17.00%  
130.00   30.00%   $11.70   17.00%  
140.00   40.00%   $11.70   17.00%  
150.00   50.00%   $11.70   17.00%  
160.00   60.00%   $11.70   17.00%  
(1)The Starting Value will be set to 100.00 on the pricing date.

 

(2)The Redemption Amount per unit cannot exceed the hypothetical Capped Value.

 

 

For hypothetical historical values of the Basket, see “The Basket” section below. For recent actual prices of the Basket Stocks, see “The Basket Stocks” section below. The Ending Value will not include any income generated by dividends paid on the Basket Stocks, which you would otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk.

 

Accelerated Return Notes® TS-4

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

Redemption Amount Calculation Examples

 

Example 1
The Ending Value is 80.00, or 80.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 80.00
= $8.00 Redemption Amount per unit

 

 

Example 2
The Ending Value is 103.00, or 103.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 103.00
= $10.90 Redemption Amount per unit

 

 

Example 3
The Ending Value is 130.00, or 130.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 130.00
= $19.00, however, because the Redemption Amount for the notes cannot exceed the Capped Value, the Redemption Amount will be $11.70 per unit

Accelerated Return Notes® TS-5

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

Risk Factors

 

There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page PS-6 of product supplement STOCK ARN-1 identified above. We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

 

§Depending on the performance of the Basket as measured on the calculation day, your investment may result in a loss; there is no guaranteed return of principal.

 

§Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.

 

§Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire investment.

 

§Your investment return is limited to the return represented by the Capped Value and may be less than a comparable investment directly in the Basket Stocks.

 

§The initial estimated value of the notes is an estimate only, determined as of a particular point in time by reference to our proprietary pricing models. These pricing models consider certain factors, such as our internal funding rate on the pricing date, interest rates, volatility and time to maturity of the notes, and they rely in part on certain assumptions about future events, which may prove to be incorrect. Because our pricing models may differ from other issuers’ valuation models, and because funding rates taken into account by other issuers may vary materially from the rates used by us (even among issuers with similar creditworthiness), our estimated value may not be comparable to estimated values of similar notes of other issuers.

 

§Our internal funding rate for market-linked notes is typically lower than our secondary market credit rates, as further described in “Structuring the Notes” on page TS-16. Because we use our internal funding rate to determine the value of the theoretical bond component, if on the pricing date our internal funding rate is lower than our secondary market credit rates, the initial estimated value of the notes will be greater than if we had used our secondary market credit rates in valuing the notes.

 

§The public offering price you pay for the notes will exceed the initial estimated value. This is due to, among other transaction costs, the inclusion in the public offering price of the underwriting discount and the hedging related charge, as further described in “Structuring the Notes” on page TS-16.

 

§Assuming no change in market conditions or other relevant factors after the pricing date, the market value of your notes may be lower than the price you paid for them and lower than the initial estimated value. This is due to, among other things, the inclusion in the public offering price of the underwriting discount and the hedging related charge and the internal funding rate we used in pricing the notes, as further described in “Structuring the Notes” on page TS-16. These factors, together with customary bid ask spreads, other transaction costs and various credit, market and economic factors over the term of the notes, including changes in the value of the Basket, are expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the value of the notes in complex and unpredictable ways.

 

§A trading market is not expected to develop for the notes. Neither we nor MLPF&S is obligated to make a market for, or to repurchase, the notes. The initial estimated value does not represent a minimum or maximum price at which we, MLPF&S or any of our affiliates would be willing to purchase your notes in any secondary market (if any exists) at any time. MLPF&S has advised us that any repurchases by them or their affiliates will be made at prices determined by reference to their pricing models and at their discretion, and these prices will include MLPF&S’s trading commissions and mark-ups. If you sell your notes to a dealer other than MLPF&S in a secondary market transaction, the dealer may impose its own discount or commission. MLPF&S has also advised us that, at its discretion and for your benefit, assuming no changes in market conditions from the pricing date, MLPF&S may offer to buy the notes in the secondary market at a price that may exceed the initial estimated value of the notes for a short initial period after the issuance of the notes. That higher price reflects costs that were included in the public offering price of the notes, and that higher price may also be initially used for account statements or otherwise. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.

 

§Our business, hedging and trading activities, and those of MLPF&S and our respective affiliates (including trading in shares of the Basket Stocks), and any hedging and trading activities we, MLPF&S or our respective affiliates engage in for our clients’ accounts, may affect the market value and return of the notes and may create conflicts of interest with you.

 

§The Underlying Companies will have no obligations relating to the notes, and neither we nor MLPF&S will perform any due diligence procedures with respect to any Underlying Company in connection with this offering.

 

§Changes in the prices of the Basket Stocks may offset each other.

 

§You will have no rights of a holder of the Basket Stocks, and you will not be entitled to receive shares of the Basket Stocks or dividends or other distributions by any Underlying Company.

 

§While we, MLPF&S or our respective affiliates may from time to time own securities of the Underlying Companies, we, MLPF&S and our respective affiliates do not control any Underlying Company, and have not verified any disclosure made by any Underlying Company.

 

Accelerated Return Notes® TS-6

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

§The Redemption Amount will not be adjusted for all corporate events that could affect a Basket Stock. See “Description of ARNs—Anti-Dilution Adjustments” beginning on page PS-21 of product supplement STOCK ARN-1.

 

§There may be potential conflicts of interest involving the calculation agents, one of which is our affiliate and one of which is MLPF&S. We have the right to appoint and remove the calculation agents.

 

§As a Swiss bank, Credit Suisse is subject to regulation by governmental agencies, supervisory authorities and self-regulatory organizations in Switzerland. Such regulation is increasingly more extensive and complex and subjects Credit Suisse to risks. For example, pursuant to Swiss banking laws, FINMA has broad powers and discretion in the case of resolution proceedings, which include the power to convert debt instruments and other liabilities of Credit Suisse into equity and/or cancel such liabilities in whole or in part.

 

§The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See “Material U.S. Federal Income Tax Considerations” below and “Material U.S. Federal Income Tax Considerations” beginning on page PS-33 of product supplement STOCK ARN-1.

 

Additional Risk Factors

 

The stocks included in the Basket are concentrated in one sector. All of the stocks included in the Basket are issued by companies in the technology sector. Although an investment in the notes will not give holders any ownership or other direct interests in the Basket Stocks, the return on an investment in the notes will be subject to certain risks associated with a direct equity investment in companies in the technology sector, including those discussed below. Some of these risks include lack of or inability to meet consumer demand for the companies’ products, inability of the Basket Stock issuers to generate sufficient advertising revenue, and domestic and international competition. Accordingly, by investing in the notes, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.

 

Adverse conditions in the technology sector may reduce your return on the notes. All of the Basket Stocks are issued by companies whose primary lines of business are directly associated with the technology sector. The profitability of these companies is largely dependent on, among other things, consumer demand for the companies’ products, the companies’ ability to generate advertising revenue, continued innovation, talent attraction and retention, maintaining intellectual property rights and industry competition. In addition, adverse economic, business or tax developments affecting the U.S. and/or the technology sector could affect the value of the Basket. Any of these factors may have an adverse effect on the value of the notes.

 

One of the Basket Stocks has limited historical information. Facebook, Inc. commenced trading on May 17, 2012. Because this Basket Stock has a limited trading history, your investment in the notes may involve a greater risk than investing in securities linked to one or more stocks with a more established record of performance.

 

Accelerated Return Notes® TS-7

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

The Basket

 

The Basket is designed to allow investors to participate in the percentage changes of the Basket from the Starting Value to the Ending Value. The Basket Stocks are described in the section “The Basket Stocks” below. Each Basket Stock will be assigned an initial weight on the pricing date, as set forth in the table below.

 

For more information on the calculation of the value of the Basket, please see the section entitled “Description of ARNs—Basket Market Measures” beginning on page PS-26 of product supplement STOCK ARN-1.

 

If February 13, 2017 were the pricing date, for each Basket Stock, the Initial Component Weight, the Closing Market Price, the hypothetical Component Ratio and the initial contribution to the Basket value would be as follows:

 

Basket Stock   Bloomberg Symbol   Initial Component Weight   Closing Market Price(1)(2)   Hypothetical  Component Ratio(1)(3)   Initial Basket Value Contribution
Amazon.com, Inc.   AMZN   25.00%   836.53   0.02988536   25.00
Facebook, Inc.   FB   25.00%   134.05   0.18649758   25.00
Alphabet Inc.   GOOGL   25.00%   838.96   0.02979880   25.00
Netflix, Inc.   NFLX   25.00%   143.20   0.17458101   25.00
                Starting Value   100.00

 

(1)The actual Closing Market Price of each Basket Stock and the resulting actual Component Ratios will be determined on the pricing date, and will be set forth in the final term sheet that will be made available in connection with sales of the notes.

 

(2)These were the Closing Market Prices of the Basket Stocks on February 13, 2017.

 

(3)Each hypothetical Component Ratio equals the Initial Component Weight of the relevant Basket Stock (as a percentage) multiplied by 100, and then divided by the Closing Market Price of that Basket Stock on February 13, 2017 and rounded to eight decimal places.

 

The calculation agents will calculate the Ending Value of the Basket by summing the products of the Closing Market Price for each Basket Stock (multiplied by its Price Multiplier) on the calculation day and the Component Ratio applicable to that Basket Stock. The Price Multiplier for each Basket Stock will initially be 1, and is subject to adjustment as described in the product supplement. If a Market Disruption Event occurs as to any Basket Stock on the scheduled calculation day, the Closing Market Price of that Basket Stock will be determined as more fully described in the section entitled “Description of ARNs—Basket Market Measures—Ending Value of the Basket” beginning on page PS-27 of product supplement STOCK ARN-1.

 

Accelerated Return Notes® TS-8

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

While actual historical information on the Basket will not exist before the pricing date, the following graph sets forth the hypothetical historical performance of the Basket from May 17, 2012, the date on which Facebook, Inc. commenced trading, through February 13, 2017. The graph is based upon actual daily historical prices of the Basket Stocks, hypothetical Component Ratios based on the closing prices of the Basket Stocks as of May 17, 2012, and a Basket value of 100.00 as of that date. This hypothetical historical data on the Basket is not necessarily indicative of the future performance of the Basket or what the value of the notes may be. Any hypothetical historical upward or downward trend in the value of the Basket during any period set forth below is not an indication that the value of the Basket is more or less likely to increase or decrease at any time over the term of the notes.

 

Hypothetical Historical Performance of the Basket

 

 

Accelerated Return Notes® TS-9

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

The Basket Stocks

 

We have derived the following information from publicly available documents. We have not independently verified the accuracy or completeness of the following information.

 

Because each Basket Stock is registered under the Securities Exchange Act of 1934, the Underlying Companies are required to file periodically certain financial and other information specified by the SEC. Information provided to or filed with the SEC by the Underlying Companies can be located at the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or through the SEC’s website at http://www.sec.gov by reference to the applicable CIK number set forth below.

 

This term sheet relates only to the notes and does not relate to the Basket Stocks or to any other securities of the Underlying Companies. None of us, MLPF&S, or any of our respective affiliates has participated or will participate in the preparation of any Underlying Company’s publicly available documents. None of us, MLPF&S, or any of our respective affiliates has made any due diligence inquiry with respect to any Underlying Company in connection with the offering of the notes. None of us, MLPF&S, or any of our respective affiliates makes any representation that the publicly available documents or any other publicly available information regarding any Underlying Company are accurate or complete. Furthermore, there can be no assurance that all events occurring prior to the date of this term sheet, including events that would affect the accuracy or completeness of these publicly available documents that would affect the trading price of a Basket Stock, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events concerning an Underlying Company could affect the price of its Basket Stock and therefore could affect your return on the notes. The selection of the Basket Stocks is not a recommendation to buy or sell the Basket Stocks.

 

The tables set forth below show the quarterly high and low Closing Market Prices of the shares of the Basket Stocks on their primary exchange from the first quarter of 2008 or the date when the relevant Basket Stock commenced trading, as applicable, through February 13, 2017. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. These historical trading prices may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.

 

Accelerated Return Notes® TS-10

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

Amazon.com, Inc.

 

Amazon.com, Inc. is an online retailer that offers a wide range of products, including: books, music, videotapes, computers, electronics, home and garden, and numerous other products. The company offers personalized shopping services, web-based credit card payment, and direct shipping to customers. This Basket Stock trades on the NASDAQ Global Select Market under the symbol “AMZN.” The company’s CIK number is 1018724.

 

  High ($) Low ($)
2008    
First Quarter 96.25 62.43
Second Quarter 84.51 71.99
Third Quarter 88.09 63.35
Fourth Quarter 69.58 35.03
2009    
First Quarter 75.58 48.44
Second Quarter 87.56 73.50
Third Quarter 93.85 75.63
Fourth Quarter 142.25 88.67
2010    
First Quarter 136.55 116.00
Second Quarter 150.09 108.61
Third Quarter 160.73 109.14
Fourth Quarter 184.76 153.03
2011    
First Quarter 191.25 160.97
Second Quarter 206.07 178.34
Third Quarter 241.69 177.79
Fourth Quarter 246.71 173.10
2012    
First Quarter 205.44 175.93
Second Quarter 231.90 185.50
Third Quarter 261.68 215.36
Fourth Quarter 261.50 220.64
2013    
First Quarter 283.99 253.39
Second Quarter 281.76 248.23
Third Quarter 318.12 280.93
Fourth Quarter 404.39 298.23
2014    
First Quarter 407.05 336.52
Second Quarter 342.99 288.32
Third Quarter 360.84 307.06
Fourth Quarter 338.64 287.06
2015    
First Quarter 387.83 286.95
Second Quarter 445.99 370.26
Third Quarter 548.39 429.70
Fourth Quarter 693.97 520.72
2016    
First Quarter 636.99 482.07
Second Quarter 728.24 586.14
Third Quarter 837.31 725.68
Fourth Quarter 844.36 719.07
2017    
First Quarter (through February 13, 2017) 839.95 753.67

Accelerated Return Notes® TS-11

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

Facebook, Inc.

 

Facebook, Inc. operates a social networking website. The company's website allows people to communicate with their family, friends, and co-workers. This Basket Stock trades on the NASDAQ Stock Market under the symbol “FB.” The company’s CIK number is 1326801.

 

  High ($) Low ($)
2012    
Second Quarter (from May 17, 2012) 38.37 25.87
Third Quarter 32.17 17.73
Fourth Quarter 28.24 18.99
2013    
First Quarter 32.46 25.14
Second Quarter 28.97 22.90
Third Quarter 51.24 24.37
Fourth Quarter 57.96 44.82
2014    
First Quarter 72.03 53.53
Second Quarter 67.60 56.14
Third Quarter 79.04 62.76
Fourth Quarter 81.45 72.63
2015    
First Quarter 85.31 74.05
Second Quarter 88.86 77.46
Third Quarter 98.39 82.09
Fourth Quarter 109.01 90.95
2016    
First Quarter 116.14 94.16
Second Quarter 120.50 108.76
Third Quarter 131.05 114.00
Fourth Quarter 133.28 115.05
2017    
First Quarter (through February 13, 2017) 134.20 116.86

Accelerated Return Notes® TS-12

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

Alphabet Inc.

 

Alphabet Inc. is a holding company. The company, through its subsidiaries, provides web-based search, advertisements, maps, software applications, mobile operating systems, consumer content, enterprise solutions, commerce, and hardware products. This Basket Stock trades on the NASDAQ Stock Market under the symbol “GOOGL.” The company’s CIK number is 1652044.

 

  High ($) Low ($)
2008    
First Quarter 343.00 207.01
Second Quarter 297.74 223.64
Third Quarter 277.84 190.69
Fourth Quarter 206.06 128.85
2009    
First Quarter 189.57 141.51
Second Quarter 222.38 177.22
Third Quarter 249.77 198.51
Fourth Quarter 311.67 242.53
2010    
First Quarter 313.68 263.47
Second Quarter 297.94 222.69
Third Quarter 265.46 218.25
Fourth Quarter 313.88 261.43
2011    
First Quarter 320.13 278.82
Second Quarter 296.19 237.67
Third Quarter 311.53 245.70
Fourth Quarter 323.26 248.00
2012    
First Quarter 334.46 284.33
Second Quarter 325.82 279.80
Third Quarter 378.62 285.52
Fourth Quarter 384.40 323.90
2013    
First Quarter 419.75 351.78
Second Quarter 458.39 383.05
Third Quarter 462.79 423.86
Fourth Quarter 560.90 427.25
2014    
First Quarter 610.68 551.15
Second Quarter 585.93 518.00
Third Quarter 605.40 571.81
Fourth Quarter 587.78 498.16
2015    
First Quarter 581.43 497.06
Second Quarter 573.66 532.74
Third Quarter 699.62 541.70
Fourth Quarter 793.96 642.00
2016    
First Quarter 780.91 701.02
Second Quarter 787.68 681.14
Third Quarter 815.95 704.89
Fourth Quarter 835.74 753.22
2017    
First Quarter (through February 13, 2017) 858.45 807.77

Accelerated Return Notes® TS-13

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018


Netflix, Inc.

 

Netflix, Inc. is an internet subscription service for watching tv shows and movies. Subscribers can watch unlimited TV shows and movies streamed over the internet to their TVs, computers and mobile devices and in the United States, subscribers can receive standard definition DVDs and Blu-ray Discs delivered to their homes. This Basket Stock trades on the NASDAQ Stock Market under the symbol “NFLX.” The company’s CIK number is 1065280.

 

  High ($) Low ($)
2008    
First Quarter 5.45 3.11
Second Quarter 5.81 3.72
Third Quarter 4.71 3.82
Fourth Quarter 4.29 2.56
2009    
First Quarter 6.20 4.22
Second Quarter 7.09 5.30
Third Quarter 6.82 5.53
Fourth Quarter 8.73 6.37
2010    
First Quarter 10.72 7.02
Second Quarter 18.12 10.71
Third Quarter 24.38 14.00
Fourth Quarter 29.41 21.33
2011    
First Quarter 35.36 25.41
Second Quarter 39.10 32.59
Third Quarter 42.68 16.17
Fourth Quarter 17.61 9.12
2012    
First Quarter 18.46 10.32
Second Quarter 16.28 8.95
Third Quarter 12.14 7.68
Fourth Quarter 13.67 8.01
2013    
First Quarter 28.06 13.14
Second Quarter 34.77 23.29
Third Quarter 44.86 31.56
Fourth Quarter 54.37 41.20
2014    
First Quarter 65.00 46.96
Second Quarter 64.10 44.89
Third Quarter 69.20 60.27
Fourth Quarter 66.69 45.21
2015    
First Quarter 69.00 45.55
Second Quarter 97.31 59.02
Third Quarter 126.45 93.51
Fourth Quarter 130.93 97.32
2016    
First Quarter 117.68 82.79
Second Quarter 111.51 85.33
Third Quarter 100.09 85.84
Fourth Quarter 128.35 99.50
2017    
First Quarter (through February 13, 2017) 144.82 127.49

Accelerated Return Notes® TS-14

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

Supplement to the Plan of Distribution

 

Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount.

 

We may deliver the notes against payment therefor in New York, New York on a date that is greater than three business days following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if the initial settlement of the notes occurs more than three business days from the pricing date, purchasers who wish to trade the notes more than three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.

 

The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units. If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.

 

MLPF&S has advised us as follows: They or their affiliates may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices determined by reference to their pricing models and at their discretion, and these prices will include MLPF&S’s trading commissions and mark-ups. MLPF&S may act as principal or agent in these market-making transactions; however, it is not obligated to engage in any such transactions. MLPF&S has informed us that at MLPF&S’s discretion and for your benefit, assuming no changes in market conditions from the pricing date, MLPF&S may offer to buy the notes in the secondary market at a price that may exceed the initial estimated value of the notes for a short initial period after the issuance of the notes. Any price offered by MLPF&S for the notes will be based on then-prevailing market conditions and other considerations, including the performance of the Basket and the remaining term of the notes. However, none of us, MLPF&S, or any of our respective affiliates is obligated to purchase your notes at any price or at any time, and we cannot assure you that we, MLPF&S, or any of our respective affiliates will purchase your notes at a price that equals or exceeds the initial estimated value of the notes.

 

MLPF&S has informed us that, as of the date of this term sheet, it expects that if you hold your notes in a MLPF&S account, the value of the notes shown on your account statement will be based on MLPF&S’s estimate of the value of the notes if MLPF&S or another of its affiliates were to make a market in the notes, which it is not obligated to do; and that estimate will be based upon the price that MLPF&S may pay for the notes in light of then-prevailing market conditions and other considerations, as mentioned above, and will include transaction costs. Any such price may be higher than or lower than the initial estimated value of the notes.

 

The distribution of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing investors with the description of the terms of the notes that was made available to investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on the Note Prospectus for information regarding Credit Suisse or for any purpose other than that described in the immediately preceding sentence.

 

An investor’s household, as referenced on the cover of this term sheet, will generally include accounts held by any of the following, as determined by MLPF&S in its discretion and acting in good faith based upon information then available to MLPF&S:

 

·the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or any other family relationship not directly above or below the individual investor;

 

·a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial owners of the vehicle consist solely of the investor or members of the investor’s household as described above; and

 

·a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household as described above; provided that, purchases of the notes by a trust generally cannot be aggregated together with any purchases made by a trustee’s personal account.

 

Purchases in retirement accounts will not be considered part of the same household as an individual investor’s personal or other non-retirement account, except for individual retirement accounts (“IRAs”), simplified employee pension plans (“SEPs”), savings incentive match plan for employees (“SIMPLEs”), and single-participant or owners only accounts (i.e., retirement accounts held by self-employed individuals, business owners or partners with no employees other than their spouses).

 

Please contact your Merrill Lynch financial advisor if you have any questions about the application of these provisions to your specific circumstances or think you are eligible.

 

Accelerated Return Notes® TS-15

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

Structuring the Notes

 

The notes are our debt securities, the return on which is linked to the performance of the Basket. As is the case for all of our debt securities, including our market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. In addition, because market-linked notes result in increased operational, funding and liability management costs to us, the internal funding rate we use in pricing market-linked notes is typically lower than a rate reflecting the yield on our conventional debt securities of similar maturity in the secondary market. Because we use our internal funding rate to determine the value of the theoretical bond component, if on the pricing date our internal funding rate is lower than our secondary market credit rates, the initial estimated value of the notes will be higher than if the initial estimated value was based our secondary market credit rates.

 

Payments on the notes, including the amount you receive at maturity, will be calculated based on the $10 principal amount per unit and will depend on the performance of the Basket. In order to meet these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with MLPF&S or one of its affiliates. The terms of these hedging arrangements are determined by seeking bids from market participants, including MLPF&S and its affiliates, and take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of the Basket Stocks, the tenor of the notes and the tenor of the hedging arrangements. The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging arrangements.

 

MLPF&S has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit, reflecting an estimated profit to be credited to MLPF&S from these transactions. Since hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by MLPF&S or any third party hedge providers.

 

For further information, see “Risk Factors—General Risks Relating to ARNs” beginning on page PS-6 and “Supplemental Use of Proceeds and Hedging” on page PS-16 of product supplement STOCK ARN-1.

 

Accelerated Return Notes® TS-16

Accelerated Return Notes®
Linked to a Basket of Four Technology Sector Stocks, due April  , 2018

Material U.S. Federal Income Tax Considerations

 

The following discussion is a brief summary of material U.S. federal income tax consequences relating to an investment in the notes. The following summary is not complete and is qualified and supplemented by, or in some cases supplements, the discussion under the section entitled “Material U.S. Federal Income Tax Considerations” beginning on page PS-33 of product supplement STOCK ARN-1, which you should carefully review prior to investing in the notes.

 

If the notes are treated as prepaid financial contracts (and subject to the discussion under “Constructive Ownership Transaction Rules” in the accompanying product supplement), a U.S. Holder (as defined in the accompanying product supplement) should generally recognize gain or loss upon the sale, exchange or maturity of its notes in an amount equal to the difference between the amount realized at such time and the U.S. Holder’s tax basis in its notes (generally the amount paid for the notes). Such gain or loss generally should be long-term capital gain or loss if the notes have been held for more than one year. For notes with a term of one year or less, such gain or loss will be short-term capital gain or loss.

 

Notes Held Through Foreign Entities

 

Pursuant to regulations and IRS Notice 2015-66, and subject to the exceptions described in “Material U.S. Federal Income Tax Considerations—Notes Held Through Foreign Entities” in the accompanying product supplement, FATCA’s withholding regime generally will apply to (i) withholdable payments (other than certain gross proceeds and certain payments made with respect to a “preexisting obligation,” as defined in the regulations), (ii) payments of certain gross proceeds with respect to a sale or disposition occurring after December 31, 2018, and (iii) foreign passthru payments made after the later of December 31, 2018, or the date that final regulations defining the term “foreign passthru payment” are published.

 

Information Reporting Regarding Specified Foreign Financial Assets

 

Subject to certain exceptions, under the final regulations, “specified domestic entities” are certain domestic corporations, domestic partnerships, or trusts that are formed or used for the purposes of holding, directly or indirectly, specified foreign financial assets. Reporting by domestic entities of certain interests in specified foreign financial assets in accordance with the regulations is required.

 

Non-U.S. Holders Generally

 

The following replaces the discussion of Substitute Dividend and Dividend Equivalent Payments in the accompanying product supplement under “Certain U.S. Federal Income Tax Considerations—Tax Treatment of Non-U.S. Holders.” 

 

The Treasury Department has issued regulations under Code section 871(m) which impose U.S. federal withholding tax on “dividend equivalent” payments made on certain financial instruments linked to U.S. corporations (which the regulations refer to as “specified ELIs” or “specified NPCs”, as applicable) that are owned by Non-U.S. Holders.  However, pursuant to Notice 2016-76, for any payment made on or after January 1, 2017 with respect to any transaction issued on or after January 1, 2017 and prior to January 1, 2018, only an NPC or ELI that has a delta of one with respect to an underlying security when the NPC or ELI is issued is a specified NPC or specified ELI, respectively. Based on the terms of the notes and representations provided by us as of the applicable pricing date, our counsel is of the opinion that a note (exclusive of any other transactions that may be combined with the note) should not be a “delta-one transaction” within the meaning of Notice 2016-76. Certain events, such as a Rebalancing, could cause previously issued notes to be deemed to be issued as new securities for purposes of the effective dates provided in Notice 2016-76. Additionally, U.S. withholding tax could apply to the notes under these rules if a Non-U.S. Holder enters, or has entered, into certain other transactions in respect of the underlying equity or the notes. A Non-U.S. Holder that enters, or has entered, into other transactions in respect of the underlying or the notes should consult its own tax advisor regarding the application of Code section 871(m) to its notes.

 

Where You Can Find More Information

 

We have filed a registration statement (including a product supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents that we have filed with the SEC, for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S toll-free at 1-800-294-1322.

 

“Accelerated Return Notes®” and “ARNs®” are registered service marks of Bank of America Corporation, the parent company of MLPF&S.

 

Accelerated Return Notes® TS-17