The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated December 11, 2019.
Preliminary Pricing Supplement No. U4401 To the Underlying Supplement dated April 19, 2018, |
Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-218604-02 December 11, 2019 |
Financial Products |
$ Autocallable Yield Notes due April 5, 2021 Linked to the Performance of the Lowest Performing of the S&P 500® Index and the Russell 2000® Index |
• | The securities do not guarantee any return of principal at maturity. |
• | If these securities have not been previously automatically redeemed, we will pay a coupon on each Coupon Payment Date in an amount expected to be $22.125 (equivalent to approximately 8.85% per annum) (to be determined on the Trade Date) per $1,000 principal amount of securities. |
• | If a Trigger Event occurs, the securities will be automatically redeemed and you will receive a cash payment equal to the principal amount of the securities you hold plus the coupon payable on the immediately following Coupon Payment Date. No further payments will be made following an Automatic Redemption. Payment will be made in respect of such Automatic Redemption on the Coupon Payment Date immediately following the relevant Trigger Observation Date. Any payment on the securities is subject to our ability to pay our obligations as they become due. |
• | Investors should be willing to (i) forgo dividends and the potential to participate in any appreciation of any Underlying and (ii) lose some or all of their investment, excluding coupons on the securities, if a Knock-In Event has occurred and the Final Level of the Lowest Performing Underlying is less than its Initial Level. |
• | Senior unsecured obligations of Credit Suisse maturing April 5, 2021. Any payment on the securities is subject to our ability to pay our obligations as they become due. |
• | Minimum purchase of $1,000. Minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. |
• | The offering price for the securities is expected to be determined on or about December 30, 2019 (the “Trade Date”) and the securities are expected to settle on or about January 3, 2020 (the “Settlement Date”). Delivery of the securities in book-entry form only will be made through The Depository Trust Company. |
• | The securities will not be listed on any exchange. |
Investing in the securities involves a number of risks. See “Selected Risk Considerations” beginning on page 8 of this pricing supplement and “Risk Factors” beginning on page PS-3 of any accompanying product supplement.
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, any product supplement, the prospectus supplement and the prospectus. Any representation to the contrary is a criminal offense.
Price to Public(1) | Underwriting Discounts and Commissions(2) | Proceeds to Issuer | |
Per security | $1,000 | $ | $ |
Total | $ | $ | $ |
(1) Certain fiduciary accounts may pay a purchase price of at least $992.50 per $1,000 principal amount of securities.
(2) We or any agent (one of which may be our affiliate) may pay varying discounts and commissions of up to $7.50 per $1,000 principal amount of securities. CSSU or another broker or dealer will forgo some or all discounts and commissions with respect to the sales of securities into certain fiduciary accounts. For more detailed information, please see “Supplemental Plan of Distribution (Conflicts of Interest)” in this pricing supplement.
Credit Suisse Securities (USA) LLC (“CSSU”) is our affiliate. For more information, see “Supplemental Plan of Distribution (Conflicts of Interest)” in this pricing supplement.
Credit Suisse currently estimates the value of each $1,000 principal amount of the securities on the Trade Date will be between $970 and $1,000 (as determined by reference to our pricing models and the rate we are currently paying to borrow funds through issuance of the securities (our “internal funding rate”)). This range of estimated values reflects terms that are not yet fixed. A single estimated value reflecting final terms will be determined on the Trade Date. See “Selected Risk Considerations” in this pricing supplement.
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.
Credit Suisse
December , 2019
Key Terms
Issuer: | Credit Suisse AG (“Credit Suisse”), acting through its London branch |
Underlyings: | The securities are linked to the performance of the lowest performing of the Underlyings set forth in the table below. For more information on the Underlyings, see “The Reference Indices—The S&P Dow Jones Indices—The S&P 500® Index” and “The Reference Indices—The FTSE Russell Indices—The Russell 2000® Index” in the accompanying underlying supplement. Each Underlying is identified in the table below, together with its Bloomberg ticker symbol, Initial Level, expected Knock-In Level and Trigger Level (each level to be determined on the Trade Date): |
Underlying |
Ticker |
Initial Level |
Knock-In Level |
Trigger Level | |
S&P 500® Index | SPX <Index> | (Approximately 75% of Initial Level) | (100% of Initial Level) | ||
Russell 2000® Index | RTY <Index> | (Approximately 75% of Initial Level) | (100% of Initial Level) |
Coupons: | If these securities have not been previously automatically redeemed, we will pay a coupon on each Coupon Payment Date in an amount expected to be $22.125 (equivalent to approximately 8.85% per annum) (to be determined on the Trade Date) per $1,000 principal amount of securities. If any Coupon Payment Date is not a business day, the coupon will be payable on the first following business day, unless that business day falls in the next calendar month, in which case payment will be made on the first preceding business day. The amount of any coupon will not be adjusted with respect to any postponement of a Coupon Payment Date and no interest or other payment will be payable hereon because of any such postponement of a Coupon Payment Date. No coupons will be payable following an Automatic Redemption. Coupons will be payable on the applicable Coupon Payment Date to the holder of record at the close of business on the business day immediately preceding the applicable Coupon Payment Date, provided that the coupon payable on the Automatic Redemption Date or Maturity Date, as applicable, will be payable to the person to whom the Automatic Redemption Amount or the Redemption Amount, as applicable, is payable. |
Redemption Amount: | If these securities have not been previously automatically redeemed, at maturity, the Redemption Amount you will receive will depend on the individual performance of each Underlying and whether a Knock-In Event has occurred. For each $1,000 principal amount of securities, the Redemption Amount will be determined as follows: |
• | If a Knock-In Event has not occurred, $1,000. Therefore, you will not participate in any appreciation of any Underlying. | |
• | If a Knock-In Event has occurred, $1,000 multiplied by the sum of one plus the Security Performance Factor. In this case, the maximum Redemption Amount will equal $1,000. Therefore, unless the Final Level of each of the Underlyings is greater than or equal to its Initial Level, the Redemption Amount will be less than $1,000. You could lose your entire investment. |
Any payment on the securities is subject to our ability to pay our obligations as they become due. | ||
Automatic Redemption: | If a Trigger Event occurs, the securities will be automatically redeemed and you will receive a cash payment equal to the principal amount of the securities you hold (the “Automatic Redemption Amount”) and the coupon payable on the immediately following Coupon Payment Date (the “Automatic Redemption Date”). No further payments will be made following an Automatic Redemption. Payment will be made with respect to such Automatic Redemption on the Coupon Payment Date immediately following the relevant Trigger Observation Date. Any payment on the securities is subject to our ability to pay our obligations as they become due. | |
Trigger Event: | A Trigger Event will occur if, on any Trigger Observation Date, the closing level of each Underlying on such Trigger Observation Date is equal to or greater than its respective Trigger Level. | |
Knock-In Event: | A Knock-In Event will occur if, on any trading day during the Observation Period, the closing level of any Underlying is less than its Knock-In Level. | |
Security Performance Factor: | The Security Performance Factor is expressed as a percentage and is equal to the lesser of (i) zero and (ii) the Underlying Return of the Lowest Performing Underlying. |
1
Lowest Performing Underlying: | The Underlying with the lowest Underlying Return. |
Underlying Return: | For each Underlying, an amount calculated as follows: |
Final Level - Initial Level Initial Level |
Initial Level: | For each Underlying, the closing level of such Underlying on the Trade Date. In the event that the closing level for any Underlying is not available on the Trade Date, the Initial Level for such Underlying will be determined on the immediately following trading day on which a closing level is available. |
Final Level: | For each Underlying, the closing level of such Underlying on the Valuation Date. |
Observation Period: | The period from but excluding the Trade Date to and including the Valuation Date. |
Valuation Date: | March 30, 2021, subject to postponement as set forth in any accompanying product supplement under “Description of the Securities—Postponement of calculation dates.” |
Maturity Date: | April 5, 2021, subject to postponement as set forth in any accompanying product supplement under “Description of the Securities—Postponement of calculation dates.” If the Maturity Date is not a business day, the Redemption Amount will be payable on the first following business day, unless that business day falls in the next calendar month, in which case payment will be made on the first preceding business day. |
CUSIP: | 22551NE28 |
Key Dates: | Each Trigger Observation Date and Coupon Payment Date is set forth in the table below. The Key Dates are subject to postponement as set forth in any accompanying product supplement under “Description of the Securities—Postponement of calculation dates.” |
Trigger Observation Dates |
Coupon Payment Dates | |
April 3, 2020 | ||
June 30, 2020 | July 3, 2020 | |
September 30, 2020 | October 5, 2020 | |
December 29, 2020 | January 4, 2021 | |
Maturity Date |
You may revoke your offer to purchase the securities at any time prior to the time at which we accept such offer on the date the securities are priced. We reserve the right to change the terms of, or reject any offer to purchase the securities prior to their issuance. In the event of any changes to the terms of the securities, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.
2
Additional Terms Specific to the Securities
You should read this pricing supplement together with the underlying supplement dated April 19, 2018, the product supplement dated June 30, 2017, the prospectus supplement dated June 30, 2017 and the prospectus dated June 30, 2017, 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):
• | Underlying Supplement dated April 19, 2018: |
https://www.sec.gov/Archives/edgar/data/1053092/000095010318004962/dp89590_424b2-underlying.htm
• | Product Supplement No. I−B dated June 30, 2017: |
http://www.sec.gov/Archives/edgar/data/1053092/000095010317006316/dp77781_424b2-ib.htm
• | Prospectus Supplement and Prospectus dated June 30, 2017: |
http://www.sec.gov/Archives/edgar/data/1053092/000104746917004364/a2232566z424b2.htm
In the event the terms of the securities described in this pricing supplement differ from, or are inconsistent with, the terms described in the underlying supplement, any product supplement, the prospectus supplement or prospectus, the terms described in this pricing supplement will control.
Our Central Index Key, or CIK, on the SEC website is 1053092. As used in this pricing supplement, “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. We may, without the consent of the registered holder of the securities and the owner of any beneficial interest in the securities, amend the securities to conform to its terms as set forth in this pricing supplement and the documents listed above, and the trustee is authorized to enter into any such amendment without any such consent. You should carefully consider, among other things, the matters set forth in “Selected Risk Considerations” in this pricing supplement and “Risk Factors” in any accompanying product supplement, “Foreign Currency Risks” in the accompanying prospectus, and any risk factors we describe in the combined Annual Report on Form 20-F of Credit Suisse Group AG and us incorporated by reference therein, and any additional risk factors we describe in future filings we make with the SEC under the Securities Exchange Act of 1934, as amended, 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.
Prohibition of Sales to EEA Retail Investors
The securities may not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For the purposes of this provision:
(a) the expression “retail investor” means a person who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or
(ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Directive 2003/71/EC; and
(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the securities offered so as to enable an investor to decide to purchase or subscribe the securities.
3
Hypothetical Redemption Amounts and Total Payments on the Securities
The tables and examples below illustrate, for a $1,000 investment in the securities, hypothetical Redemption Amounts payable at maturity for a hypothetical range of Underlying Returns of the Lowest Performing Underlying and corresponding Security Performance Factors and, in the case of the tables, total payments over the term of the securities. The tables and examples below assume that (i) a coupon of $22.125 per $1,000 principal amount of securities will be paid on each Coupon Payment Date, (ii) the securities are not automatically redeemed prior to maturity, (iii) the term of the securities is exactly one year and three months and (iv) the Knock-In Level for each Underlying is 75% of the Initial Level of such Underlying. The actual coupon amount and Knock-In Levels will be determined on the Trade Date. The examples are intended to illustrate hypothetical calculations of only the Redemption Amount and do not illustrate the calculation or payment of any individual coupon.
The hypothetical Redemption Amounts and total coupons set forth below are for illustrative purposes only. The actual Redemption Amount will depend on whether a Knock-In Event has occurred and on the Final Level of the Lowest Performing Underlying. It is not possible to predict whether a Knock-In Event will occur and, in the event that the securities are not automatically redeemed and there is a Knock-In Event, whether and by how much the level of the Lowest Performing Underlying has decreased from its Initial Level to its Final Level. Furthermore, it is not possible to predict whether a Trigger Event will occur. If a Trigger Event occurs, the securities will be automatically redeemed for a cash payment equal to the principal amount of the securities you hold plus the coupon payable, and no further payments will be made in respect of the securities.
You will not participate in any appreciation in the Underlyings. You should consider carefully whether the securities are suitable to your investment goals. Any payment on the securities is subject to our ability to pay our obligations as they become due. The numbers appearing in the tables and examples below have been rounded for ease of analysis.
Table 1: A Knock-In Event HAS NOT occurred.
Underlying Return of the Lowest Performing Underlying |
Security Performance Factor |
Redemption Amount per $1,000 Principal Amount of Securities |
Total Coupons per $1,000 Principal Amount of Securities | Total Payment per $1,000 Principal Amount of Securities |
100% | 0% | $1,000 | $110.625 | $1,110.625 |
90% | 0% | $1,000 | $110.625 | $1,110.625 |
80% | 0% | $1,000 | $110.625 | $1,110.625 |
70% | 0% | $1,000 | $110.625 | $1,110.625 |
60% | 0% | $1,000 | $110.625 | $1,110.625 |
50% | 0% | $1,000 | $110.625 | $1,110.625 |
40% | 0% | $1,000 | $110.625 | $1,110.625 |
30% | 0% | $1,000 | $110.625 | $1,110.625 |
20% | 0% | $1,000 | $110.625 | $1,110.625 |
10% | 0% | $1,000 | $110.625 | $1,110.625 |
0% | 0% | $1,000 | $110.625 | $1,110.625 |
−10% | −10% | $1,000 | $110.625 | $1,110.625 |
−20% | −20% | $1,000 | $110.625 | $1,110.625 |
−25% | −25% | $1,000 | $110.625 | $1,110.625 |
4
Table 2: A Knock-In Event HAS occurred.
Underlying Return of the Lowest Performing Underlying |
Security Performance Factor |
Redemption Amount per $1,000 Principal Amount of Securities |
Total Coupons per $1,000 Principal Amount of Securities | Total Payment per $1,000 Principal Amount of Securities |
100% | 0% | $1,000 | $110.625 | $1,110.625 |
90% | 0% | $1,000 | $110.625 | $1,110.625 |
80% | 0% | $1,000 | $110.625 | $1,110.625 |
70% | 0% | $1,000 | $110.625 | $1,110.625 |
60% | 0% | $1,000 | $110.625 | $1,110.625 |
50% | 0% | $1,000 | $110.625 | $1,110.625 |
40% | 0% | $1,000 | $110.625 | $1,110.625 |
30% | 0% | $1,000 | $110.625 | $1,110.625 |
20% | 0% | $1,000 | $110.625 | $1,110.625 |
10% | 0% | $1,000 | $110.625 | $1,110.625 |
0% | 0% | $1,000 | $110.625 | $1,110.625 |
−10% | −10% | $900 | $110.625 | $1,010.625 |
−20% | −20% | $800 | $110.625 | $910.625 |
−30% | −30% | $700 | $110.625 | $810.625 |
−40% | −40% | $600 | $110.625 | $710.625 |
−50% | −50% | $500 | $110.625 | $610.625 |
−60% | −60% | $400 | $110.625 | $510.625 |
−70% | −70% | $300 | $110.625 | $410.625 |
−80% | −80% | $200 | $110.625 | $310.625 |
−90% | −90% | $100 | $110.625 | $210.625 |
−100% | −100% | $0 | $110.625 | $110.625 |
The following examples
illustrate how the Redemption Amount is calculated. Example 1: The Final Level of the Lowest Performing Underlying
is less than its Initial Level and a Knock-In Event has occurred because, on a trading day during the Observation Period, the closing
level of an Underlying is less than its Knock-In Level. Because the closing level of an Underlying on a trading day during
the Observation Period is less than its Knock-In Level, a Knock-In Event has occurred. SPX is the Lowest Performing Underlying. Therefore, the Redemption Amount is determined as follows: 5 Even though the Final Level
of an Underlying is above its Initial Level, you will not participate in any appreciation of such Underlying and your return will
be based solely on the Lowest Performing Underlying. Example 2: The Final Level of the Lowest Performing Underlying
is less than its Initial Level and a Knock-In Event has occurred because, on a trading day during the Observation Period, the closing
level of an Underlying is less than its Knock-In Level. Because the closing level of an Underlying on a trading day during
the Observation Period is less than its Knock-In Level, a Knock-In Event has occurred. SPX is the Lowest Performing Underlying,
even though its closing level on any trading day during the Observation Period is never less than its Knock-In Level. Therefore, the Redemption Amount is determined as follows: Even though the Final Level of an Underlying is above its Initial
Level, you will not participate in any appreciation of such Underlying and your return will be based solely on the Lowest Performing
Underlying. Example 3: The Final
Level of each Underlying is greater than its Initial Level and a Knock-In Event has occurred because, on a trading day during the
Observation Period, the closing level of an Underlying is less than its Knock-In Level. Because the closing level
of an Underlying on a trading day during the Observation Period is less than its Knock-In Level, a Knock-In Event has occurred.
Even though a Knock-In Event has occurred, the Redemption Amount equals $1,000 because the Final Level of each Underlying is greater
than its Initial Level. Even though the Final Level of each Underlying is greater than its Initial Level, you will not participate
in the appreciation of any Underlying. 6 Example 4: The Final Level of each Underlying is greater than
its Initial Level and a Knock-In Event has not occurred because, on every trading day during the Observation Period, the closing
level of every Underlying is equal to or greater than its Knock-In Level. Because the closing level of each Underlying on any trading day
during the Observation Period was never less than its Knock-In Level, a Knock-In Event has not occurred. Therefore, the Redemption Amount equals $1,000. Even though the
Final Level of each Underlying is greater than its Initial Level, you will not participate in the appreciation of any Underlying. Example 5: The Final
Level of each Underlying is less than its Initial Level and a Knock-In Event has not occurred because, on every trading day during
the Observation Period, the closing level of every Underlying is equal to or greater than its Knock-In Level. Because the closing level
of each Underlying on any trading day during the Observation Period was never less than its Knock-In Level, a Knock-In Event has
not occurred. Therefore, the Redemption Amount equals $1,000. 7 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 any accompanying product supplement. 8 It is impossible to predict the
relationship between the Underlyings. If the performances of the Underlyings exhibit no relationship to each other, it is more
likely that one of the Underlyings will cause the securities to perform poorly. However, if the performances of the equity securities
included in each Underlying are related such that the performances of the Underlyings are correlated, then there is less likelihood
that only one Underlying will cause the securities to perform poorly. Furthermore, to the extent that each Underlying represents
a different market segment or market sector, the risk of one Underlying performing poorly is greater. As a result, you are not
only taking market risk on each Underlying, you are also taking a risk relating to the relationship among the Underlyings. 9 Because
Credit Suisse’s 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 Credit Suisse (even among issuers with similar creditworthiness),
our estimated value at any time may not be comparable to estimated values of similar securities of other issuers. 10 your benefit, but the amount of
any excess over the then-current estimated value will be temporary and is expected to decline over a period of approximately three
months. The securities are not designed
to be short-term trading instruments and any sale prior to maturity could result in a substantial loss to you. You should be willing
and able to hold your securities to maturity. 11 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. Supplemental 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 any calculation date, as defined in any accompanying product supplement) 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 additional information, see “Supplemental
Use of Proceeds and Hedging” in any accompanying product supplement. 12 Historical Information The following graphs set forth the historical performance of
the Underlyings based on the closing level of each Underlying from January 2, 2014 through December 10, 2019. We obtained the historical
information below from Bloomberg, without independent verification. You should not take the historical levels of the Underlyings
as an indication of future performance of the Underlyings or the securities. Any historical trend in the levels of the Underlyings
during any period set forth below is not an indication that the levels of the Underlyings are more or less likely to increase or
decrease at any time over the term of the securities. For additional information on the S&P 500®
Index and the Russell 2000® Index, see “The Reference Indices—The S&P Dow Jones Indices—The
S&P 500® Index” and “The Reference Indices—The FTSE Russell Indices—The Russell 2000®
Index” in the accompanying underlying supplement. The closing level of the S&P 500® Index on
December 10, 2019 was 3132.52. The closing level of the Russell 2000® Index on
December 10, 2019 was 1631.714. 13 United States Federal Tax Considerations This discussion supplements and, to the extent inconsistent therewith,
supersedes the discussion in the accompanying product supplement under “Material United States Federal Income Tax Considerations.”
The discussions below and in the accompanying product supplement do not address the consequences to taxpayers subject to special
tax accounting rules under Section 451(b) of the Internal Revenue Code. Due to the lack of any controlling legal authority, there is
substantial uncertainty regarding the U.S. federal tax consequences of an investment in the securities. In the opinion of our counsel,
Davis Polk & Wardwell LLP, it is reasonable under current law to treat the securities for U.S. federal income tax purposes
as a put option (the “Put Option”) written by you with respect to the Underlyings, secured by a cash deposit equal
to the stated principal amount of the security (the “Deposit”). However, our counsel has advised us that it is unable
to conclude affirmatively that this treatment is more likely than not to be upheld, and that alternative treatments are possible
that could materially affect the timing and character of income or loss you recognize on the securities. Moreover, our counsel’s
opinion is based on market conditions as of the date of this preliminary pricing supplement and is subject to confirmation on the
Trade Date. Under this treatment: We will specify in the final pricing supplement the portion of
each coupon that we will allocate to interest on the Deposit and to Put Premium, respectively. Assuming the treatment of a security as a Put Option and a Deposit
is respected, amounts treated as interest on the Deposit should be taxed as ordinary interest income, while the Put Premium should
not be taken into account prior to maturity or disposition of the securities. Under this treatment, upon the redemption of the securities at
maturity you should recognize short-term capital gain or loss equal to (i) the aggregate Put Premium previously received (including
the Put Premium received at maturity) minus (ii) the difference, if any, between the Deposit and the redemption amount you receive
(excluding the final coupon you receive). If you dispose of the securities prior to their maturity, you should recognize gain or
loss with respect to the Put Option and the Deposit by allocating the amounts you receive on the disposition based on the fair
market values of the Put Option and the Deposit at that time. In the case of the Put Option, the aggregate amount of Put
Premium previously received should be added to the amount received upon the disposition for purposes of calculating your gain or
loss with respect to the Put Option. We do not plan to request a ruling from the IRS regarding the
treatment of the securities, and the IRS or a court might not agree with the treatment described herein. For example, the entire
coupon could be treated as ordinary income at the time received or accrued. Alternatively, the securities might be determined to
be contingent payment debt instruments, in which case the tax consequences of ownership and disposition of the securities, including
the timing and character of income recognized, might be materially and adversely affected. Moreover, the U.S. Treasury Department
and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward
contracts” and similar financial instruments and have indicated that such transactions may be the subject of future regulations
or other guidance. In addition, members of Congress have proposed legislative changes to the tax treatment of derivative contracts.
Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely
affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult your tax advisor
regarding possible alternative tax treatments of the securities and potential changes in applicable law. Non-U.S. Holders. Except as provided below and in the
accompanying product supplement under “Material United States Federal Income Tax Considerations—Securities Held Through
Foreign Entities” and “Material United States Federal Income Tax Considerations—Non-U.S. Holders Generally—Substitute
Dividend and Dividend Equivalent Payments,” in general, we currently do not intend to treat coupons paid to a Non-U.S. Holder
(as defined in the accompanying product supplement) of the securities as subject to U.S. federal withholding tax, provided that
the Non-U.S. Holder complies with applicable certification requirements to establish the Non-U.S. Holder’s status as a non-United
States person. However, it is possible that the IRS could assert that such payments are subject to U.S. withholding tax, or that
we or another withholding agent may otherwise determine 14 that withholding is required, in which case we or the other withholding
agent may withhold at a rate of up to 30% on such payments. Moreover, as discussed under “Material United States Federal
Income Tax Considerations—Non-U.S. Holders Generally—Substitute Dividend and Dividend Equivalent Payments” in
the accompanying product supplement, Section 871(m) of the Internal Revenue Code generally imposes a 30% withholding tax on “dividend
equivalents” paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities
or indices that include U.S. equities. Treasury regulations under Section 871(m), as modified by an IRS notice, exclude from their
scope financial instruments issued prior to January 1, 2021 that do not have a “delta” of one with respect to any U.S.
equity. Based on the terms of the securities and representations provided by us as of the date of this preliminary pricing supplement,
our counsel is of the opinion that the securities should not be treated as transactions that have a “delta” of one
within the meaning of the regulations with respect to any U.S. equity and, therefore, should not be subject to withholding tax
under Section 871(m). However, the final determination regarding the treatment of the securities under Section 871(m) will be made
as of the Trade Date for the securities and it is possible that the securities will be subject to withholding tax under Section
871(m) based on circumstances on that date. A determination that the securities are not subject to Section
871(m) is not binding on the IRS, and the IRS may disagree with this determination. Moreover, Section 871(m) is complex and its
application may depend on your particular circumstances, including whether you enter into other transactions with respect to a
U.S. equity to which the securities relate. You should consult your tax advisor regarding the potential application of Section
871(m) to the securities. We will not be required to pay any additional amounts with respect
to U.S. federal withholding taxes. FATCA. You should review the section entitled "Material
United States Federal Income Tax Considerations—Securities Held Through Foreign Entities" in the accompanying product
supplement regarding withholding rules under the “FATCA” regime. The discussion in that section is hereby modified
to reflect regulations proposed by the U.S. Treasury Department indicating an intent to eliminate the requirement under FATCA of
withholding on gross proceeds of the disposition of affected financial instruments. The U.S. Treasury Department has indicated
that taxpayers may rely on these proposed regulations pending their finalization. You should read the section entitled “Material United
States Federal Income Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in
combination with that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal
tax consequences of owning and disposing of the securities. You should also consult your tax advisor regarding all aspects
of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction. 15 Supplemental Plan of Distribution (Conflicts
of Interest) Under the terms and subject to the conditions contained in a
distribution agreement dated May 7, 2007, as amended, which we refer to as the distribution agreement, we have agreed to sell the
securities to CSSU. We may also agree to sell the securities to other agents that are parties to the distribution agreement. We
refer to CSSU and other such agents as the “Agents.” The distribution agreement provides that the Agents are obligated
to purchase all of the securities if any are purchased. The Agents may offer the securities at the offering price set
forth on the cover page of this pricing supplement and may receive varying discounts and commissions of up to $7.50 per $1,000
principal amount of securities. CSSU or another broker or dealer will forgo some or all discounts and commissions with respect
to the sales of securities into certain fiduciary accounts. The Agents may re-allow some or all of the discount on the principal
amount per security on sales of such securities by other brokers or dealers. If all of the securities are not sold at the initial
offering price, the Agents may change the public offering price and other selling terms. An affiliate of Credit Suisse has paid or may pay in the future
a fixed amount to broker-dealers in connection with the costs of implementing systems to support these securities. We expect to deliver the securities against payment for the securities
on the Settlement Date indicated herein, which may be a date that is greater than two business days following the Trade Date. Under
Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle
in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, if the Settlement Date is more than
two business days after the Trade Date, purchasers who wish to transact in the securities more than two business days prior to
the Settlement Date will be required to specify alternative settlement arrangements to prevent a failed settlement. CSSU is our affiliate. In accordance with FINRA Rule 5121, CSSU
may not make sales in this offering to any of its discretionary accounts without the prior written approval of the customer. A
portion of the net proceeds from the sale of the securities will be used by CSSU or one of its affiliates in connection with hedging
our obligations under the securities. For further information, please refer to “Underwriting
(Conflicts of Interest)” in any accompanying product supplement. 16 Credit Suisse
Underlying
Lowest closing level of the Underlying
during the Observation Period Final Level
SPX
60% of Initial Level
70% of Initial Level
RTY
100% of Initial Level
110% of Initial Level
Security Performance Factor
=
the lesser of (i) zero and (ii) the Underlying Return of the Lowest Performing Underlying
=
the lesser of (i) zero and (ii) −30%
=
−30%
Redemption Amount
=
$1,000 × (1 + Security Performance Factor)
=
$1,000 × 0.70
=
$700
Underlying
Lowest closing level of the Underlying
during the Observation Period Final Level
SPX
80% of Initial Level
80% of Initial Level
RTY
60% of Initial Level
110% of Initial Level
Security Performance Factor
=
the lesser of (i) zero and (ii) the Underlying Return of the Lowest Performing Underlying
=
the lesser of (i) zero and (ii) −20%
=
−20%
Redemption Amount
=
$1,000 × (1 + Security Performance Factor)
=
$1,000 × 0.80
=
$800
Underlying
Lowest
closing level of the Underlying
during the Observation Period Final Level
SPX
50% of Initial
Level
120% of Initial Level
RTY
90% of Initial
Level
110% of Initial Level
Underlying
Lowest closing level of the Underlying
during the Observation PeriodFinal Level
SPX
90% of Initial Level
110% of Initial Level
RTY
80% of Initial Level
105% of Initial Level
Underlying
Lowest closing level of the Underlying
during the Observation PeriodFinal Level
SPX
80% of Initial Level
80% of Initial Level
RTY
80% of Initial Level
90% of Initial Level
• YOU MAY RECEIVE LESS THAN THE PRINCIPAL AMOUNT AT MATURITY — If the securities are not automatically
redeemed prior to the Maturity Date, you may receive less at maturity than you originally invested in the securities, or you may
receive nothing, excluding coupons. If a Knock-In Event has occurred, you will be fully exposed to any depreciation in the Lowest
Performing Underlying. In this case, the Redemption Amount you will receive may be less than the principal amount of the securities,
and you could lose your entire investment. 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 level of the Lowest Performing Underlying has decreased from its Initial
Level to its Final Level. Any payment on the securities is subject to our ability to pay our obligations as they become due.
• REGARDLESS OF THE AMOUNT OF ANY PAYMENT YOU RECEIVE ON THE SECURITIES, YOUR ACTUAL YIELD MAY BE DIFFERENT IN REAL VALUE
TERMS — Inflation may cause the real value of any payment you receive on the securities to be less at maturity than it
is at the time you invest. An investment in the securities also represents a forgone opportunity to invest in an alternative asset
that generates a higher real return. You should carefully consider whether an investment that may result in a return that is lower
than the return on alternative investments is appropriate for you.
• THE SECURITIES WILL NOT PAY MORE THAN THE PRINCIPAL AMOUNT PLUS COUPONS —The securities will not pay more
than the principal amount plus coupons, regardless of the performance of any Underlying. Even if the Final Level of each Underlying
is greater than its respective Initial Level, you will not participate in the appreciation of any Underlying. Therefore, the maximum
amount payable with respect to the securities (excluding coupons) is $1,000 for each $1,000 principal amount of the securities.
This payment will not be increased to include reimbursement for any discounts or commissions and hedging and other transaction
costs, even upon an Automatic Redemption.
• MORE FAVORABLE TERMS TO YOU ARE GENERALLY ASSOCIATED WITH AN UNDERLYING WITH GREATER
EXPECTED VOLATILITY AND THEREFORE CAN INDICATE A GREATER RISK OF LOSS — “Volatility” refers to the frequency
and magnitude of changes in the level of an Underlying. The greater the expected volatility with respect to an Underlying on the
Trade Date, the higher the expectation as of the Trade Date that the closing level of such Underlying could be less than its Knock-In
Level on any trading day during the Observation Period and its Final Level could be less than its Initial Level, indicating a higher
expected risk of loss on the securities. This greater expected risk will generally be reflected in a higher coupon than the yield
payable on our conventional debt securities with a similar maturity, or in more favorable terms (such as lower Knock-In Levels)
than for similar securities linked to the performance of an underlying with a lower expected volatility as of the Trade Date. You
should therefore understand that a relatively higher coupon may indicate an increased risk of loss. Further, relatively lower Knock-In
Levels may not necessarily indicate that the securities have a greater likelihood of a return of principal at maturity. The volatility
of any Underlying can change significantly over the term of the securities. The levels of the Underlyings for your securities could
fall sharply, which could result in a significant loss of principal. You should be willing to accept the downside market risk of
the Underlyings and the potential to lose a significant amount of your principal at maturity.
• THE SECURITIES ARE SUBJECT TO THE CREDIT RISK OF CREDIT SUISSE — Investors are dependent on our ability
to pay all amounts due on the securities and, therefore, if we were to default on our obligations, you may not receive any amounts
owed to you under the securities. In addition, any decline in our credit ratings, any adverse changes in the market’s view
of our creditworthiness or any increase in our credit spreads is likely to adversely affect the value of the securities prior to
maturity.
• THE SECURITIES ARE SUBJECT TO A POTENTIAL AUTOMATIC REDEMPTION, WHICH EXPOSES YOU TO REINVESTMENT RISK — The securities
are subject to a potential Automatic Redemption. If the securities are automatically redeemed prior to the Maturity Date, you may
be unable to invest in other securities with a similar level of risk that provide you with the opportunity to be paid the same
coupons as the securities.
• AN AUTOMATIC REDEMPTION WOULD LIMIT YOUR OPPORTUNITY TO BE PAID COUPONS OVER THE FULL TERM OF THE SECURITIES —
The securities are subject to a potential Automatic Redemption. If a Trigger Event occurs, the securities will be automatically
redeemed and you will receive a cash payment equal to the principal amount of the securities you hold and the coupon payable on
that Coupon Payment Date, and no further payments will be made with respect to the securities. In this case, you will lose the
opportunity to continue to be paid coupons from the Automatic Redemption Date to the scheduled Maturity Date.
• YOU WILL BE SUBJECT TO RISKS RELATING TO THE RELATIONSHIP BETWEEN THE UNDERLYINGS — The securities are
linked to the individual performance of each Underlying. As such, the securities will perform poorly if only one of the Underlyings
performs poorly. For example, if one Underlying appreciates from its Initial Level to its Final Level, but a Knock-In Event has
occurred and the Final Level of the Lowest Performing Underlying is less than its Initial Level, you will be exposed to the depreciation
of the Lowest Performing Underlying and you will not benefit from the performance of any other Underlying. Each additional Underlying
to which the securities are linked increases the risk that the securities will perform poorly. By investing in the securities,
you assume the risk that a Knock-In Event has occurred with respect to at least one of the Underlyings and, if a Knock-In Event
has occurred, the Final Level of at least one of the Underlyings will be less than its Initial Level, regardless of the performance
of any other Underlying.
• THE SECURITIES ARE LINKED TO THE RUSSELL 2000® INDEX AND ARE SUBJECT TO THE RISKS ASSOCIATED WITH SMALL-CAPITALIZATION
COMPANIES — The Russell 2000® Index is composed of equity securities issued by companies with relatively
small market capitalization. These equity securities often have greater stock price volatility, lower trading volume and less liquidity
than the equity securities of large-capitalization companies, and are more vulnerable to adverse business and economic developments
than those of large-capitalization companies. In addition, small-capitalization companies are typically less established and less
stable financially than large-capitalization companies. These companies may depend on a small number of key personnel, making them
more vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares
of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies
and are more susceptible to adverse developments related to their products. Therefore, the Russell 2000® Index may
be more volatile than it would be if it were composed of equity securities issued by large-capitalization companies.
• HEDGING AND TRADING ACTIVITY — We or any of our affiliates may carry out hedging activities related to the securities,
including in instruments related to the Underlyings. We or our affiliates may also trade instruments related to the Underlyings
from time to time. Any of these hedging or trading activities on or prior to the Trade Date and during the term of the securities
could adversely affect our payment to you at maturity.
• THE ESTIMATED VALUE OF THE SECURITIES ON THE TRADE DATE MAY BE LESS THAN THE PRICE TO PUBLIC — The initial
estimated value of your securities on the Trade Date (as determined by reference to our pricing models and our internal funding
rate) may be significantly less than the original Price to Public. The Price to Public of the securities includes any discounts
or commissions as well as transaction costs such as expenses incurred to create, document and market the securities and the cost
of hedging our risks as issuer of the securities through one or more of our affiliates (which includes a projected profit). These
costs will be effectively borne by you as an investor in the securities. These amounts will be retained by Credit Suisse or our
affiliates in connection with our structuring and offering of the securities (except to the extent discounts or commissions are
reallowed to other broker-dealers or any costs are paid to third parties).
On the Trade Date, we value the components of the securities in accordance with our pricing models. These include a fixed income
component valued using our internal funding rate, and individual option components valued using mid-market pricing. As such, the
payout on the securities can be replicated using a combination of these components and the value of these components, as determined
by us using our pricing models, will impact the terms of the securities at issuance. Our option valuation models are proprietary.
Our pricing models take into account factors such as interest rates, volatility and time to maturity of the securities, and they
rely in part on certain assumptions about future events, which may prove to be incorrect.
• EFFECT OF INTEREST RATE USED IN STRUCTURING THE SECURITIES — The
internal funding rate we use in structuring notes such as these securities is typically lower than the interest rate that is reflected
in the yield on our conventional debt securities of similar maturity in the secondary market (our “secondary market credit
spreads”). If on the Trade Date our internal funding rate is lower than our secondary market credit spreads, we expect
that the economic terms of the securities will generally be less favorable to you than they would have been if our secondary market
credit spread had been used in structuring the securities. We will also use our internal funding rate to determine the price of
the securities if we post a bid to repurchase your securities in secondary market transactions. See “—Secondary Market
Prices” below.
• SECONDARY MARKET PRICES — If Credit Suisse (or an affiliate) bids for your securities in secondary market
transactions, which we are not obligated to do, the secondary market price (and the value used for account statements or otherwise)
may be higher or lower than the Price to Public and the estimated value of the securities on the Trade Date. The estimated value
of the securities on the cover of this pricing supplement does not represent a minimum price at which we would be willing to buy
the securities in the secondary market (if any exists) at any time. The secondary market price of your securities at any time cannot
be predicted and will reflect the then-current estimated value determined by reference to our pricing models and other factors.
These other factors include our internal funding rate, customary bid and ask spreads and other transaction costs, changes in market
conditions and any deterioration or improvement in our creditworthiness. In circumstances where our internal funding rate is lower
than our secondary market credit spreads, our secondary market bid for your securities could be more favorable than what other
dealers might bid because, assuming all else equal, we use the lower internal funding rate to price the securities and other dealers
might use the higher secondary market credit spread to price them. Furthermore, assuming no change in market conditions from the
Trade Date, the secondary market price of your securities will be lower than the Price to Public because it will not include any
discounts or commissions and hedging and other transaction costs. If you sell your securities to a dealer in a secondary market
transaction, the dealer may impose an additional discount or commission, and as a result the price you receive on your securities
may be lower than the price at which we may repurchase the securities from such dealer.
We (or an affiliate) may initially post a bid to repurchase the securities from you at a price that will exceed the then-current
estimated value of the securities. That higher price reflects our projected profit and costs that were included in the Price to
Public, and that higher price may also be initially used for account statements or otherwise. We (or our affiliate) may offer to
pay this higher price, for
• CREDIT SUISSE IS SUBJECT TO SWISS REGULATION — 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, the Swiss Financial Market Supervisory Authority (FINMA) may open resolution proceedings if there are justified concerns
that Credit Suisse is over-indebted, has serious liquidity problems or no longer fulfills capital adequacy requirements. 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. If one or more of these measures
were imposed, such measures may adversely affect the terms and market value of the securities and/or the ability of Credit Suisse
to make payments thereunder and you may not receive any amounts owed to you under the securities.
• 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 as agent of the issuer for the offering of the securities, hedging
our obligations under the securities and determining their estimated value. In performing these duties, the economic interests
of us and our affiliates are potentially adverse to your interests as an investor in the securities. Further, hedging activities
may adversely affect any payment on or the value of the securities. Any profit in connection with such hedging activities will
be in addition to any other compensation that we and our affiliates receive for the sale of the securities, which creates an additional
incentive to sell the securities to you.
• UNPREDICTABLE ECONOMIC AND MARKET FACTORS WILL AFFECT THE VALUE OF THE SECURITIES — The payout on the securities
can be replicated using a combination of the components described in “The estimated value of the securities on the Trade
Date may be less than the Price to Public.” Therefore, in addition to the levels of any Underlying, the terms of the securities
at issuance and the value of the securities prior to maturity may be influenced by factors that impact the value of fixed income
securities and options in general such as:
o the expected and actual volatility of the Underlyings;
o the expected and actual correlation, if any, between the Underlyings;
o the time to maturity of the securities;
o the dividend rate on the equity securities included in the Underlyings;
o interest and yield rates in the market generally;
o investors’ expectations with respect to the rate of inflation;
o geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the components included
in the Underlyings or markets generally and which may affect the levels of the Underlyings; and
o our creditworthiness, including actual or anticipated downgrades in our credit ratings.
• NO OWNERSHIP RIGHTS RELATING TO 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 is not
the same as the total return based on a 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.
• THE U.S. FEDERAL TAX CONSEQUENCES OF AN INVESTMENT IN THE SECURITIES ARE UNCLEAR
— There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan
to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment
of the securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as described in “United
States Federal Tax Considerations” below. If the IRS were successful in asserting an alternative treatment, the tax consequences
of ownership and disposition of the securities, including the timing and character of income recognized by U.S. investors and the
withholding tax consequences to non-U.S. investors, might be materially and adversely affected. Moreover, future legislation, Treasury
regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.
· a portion of each coupon paid with respect to the securities will be
attributable to interest on the Deposit; and
· the remainder will represent premium attributable to your grant of
the Put Option (“Put Premium”).
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