Pricing Supplement No. U536
To the Underlying Supplement dated June 24, 2010,
Product Supplement No. U-I dated October 18, 2010,
Prospectus Supplement dated March 25, 2009 and
Prospectus dated March 25, 2009
|
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-158199-10
November 22, 2011
|
|
Financial
Products
|
$3,217,000
High/Low Coupon Callable Yield Notes due November 28, 2012
Linked to the Performance of the S&P 500® Index and the Russell 2000® Index
|
•
|
The securities are designed for investors who are mildly bearish, neutral or mildly bullish on the Underlyings. Investors should be willing to lose some or all of their investment if a Knock-In Event occurs with respect to either Underlying. Any payment on the securities is subject to our ability to pay our obligations as they become due.
|
•
|
Interest will be paid quarterly in arrears at a rate per annum that will depend on whether a Coupon Knock-In Event occurs. If a Coupon Knock-In Event does not occur, interest will be paid at an Applicable Rate per annum of 13.40%. If a Coupon Knock-In Event occurs on any quarterly Observation Date, interest for that quarterly period and each subsequent quarterly interest period will be paid at an Applicable Rate per annum of 1.0%. Interest will be calculated on a 30/360 basis, subject to Early Redemption.
|
•
|
The Issuer may redeem the securities, in whole but not in part, on any Interest Payment Date scheduled to occur on or after February 28, 2012. No interest will accrue or be payable following an Early Redemption.
|
•
|
Senior unsecured obligations of Credit Suisse AG, acting through its Nassau Branch, maturing November 28, 2012.†
|
•
|
Minimum purchase of $1,000. Minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
|
•
|
The securities priced on November 22, 2011 (the “Trade Date”) and are expected to settle on November 28, 2011. Delivery of the securities in book-entry form only will be made through The Depository Trust Company.
|
Issuer:
|
Credit Suisse AG (“Credit Suisse”), acting through its Nassau Branch
|
|||||
Underlyings:
|
Each Underlying is identified in the table below, together with its Bloomberg ticker symbol, Initial Level and Knock-In Level:
|
Underlying
|
Ticker
|
Initial Level
|
Knock-In Level
|
S&P 500® Index (“SPX”)
|
SPX
|
1188.04
|
594.02
|
|||
Russell 2000® Index (“RTY”)
|
RTY
|
696.26
|
348.13
|
|||
Applicable Rate:
|
•
|
If a Coupon Knock-In Event does not occur, the Applicable Rate will be 13.40% per annum.
|
||||
•
|
If a Coupon Knock-In Event occurs, the Applicable Rate for the corresponding interest period and each subsequent interest period will be 1.0% per annum.
|
|||||
Interest will be calculated on a 30/360 basis.
|
||||||
Interest Payment Dates:
|
Unless redeemed earlier, interest will be paid quarterly in arrears at the Applicable Rate per annum on February 28, 2012, May 29, 2012, August 28, 2012 and the Maturity Date, subject to the modified following business day convention. No interest will accrue or be payable following an Early Redemption.
|
|||||
Redemption Amount:
|
The Redemption Amount you will be entitled to receive will depend on the individual performance of each Underlying and whether a Knock-In Event occurs. If the securities are not subject to Early Redemption, the Redemption Amount will be determined as follows:
|
|||||
•
|
If a Knock-In Event occurs during the Observation Period, the Redemption Amount will equal the principal amount of the securities you hold multiplied by the sum of one plus the Underlying Return of the Lowest Performing Underlying. In this case, the maximum Redemption Amount will equal the principal amount of the securities. 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 the principal amount of the securities and you could lose your entire investment.
|
|||||
•
|
If a Knock-In Event does not occur during the Observation Period, the Redemption Amount will equal the principal amount of the securities you hold.
|
|||||
Any payment on the securities is subject to our ability to pay our obligations as they become due.
|
||||||
Early Redemption:
|
Prior to the Maturity Date, the Issuer may redeem the securities in whole, but not in part, on any Interest Payment Date scheduled to occur on or after February 28, 2012, upon notice on or before the relevant Early Redemption Notice Date at 100% of the principal amount of the securities, together with the interest payable on that Interest Payment Date.
|
|||||
Early Redemption Notice Dates:
|
Notice of Early Redemption will be provided prior to the relevant Interest Payment Date on or before February 23, 2012, May 23, 2012 or August 23, 2012, as applicable.
|
|||||
Coupon Knock-In Event:
|
A Coupon Knock-In Event occurs if the closing level of either Underlying is less than or equal to its Knock-In Level on any Observation Date.
|
|||||
Knock-In Event:
|
A Knock-In Event occurs if the closing level of either Underlying is less than or equal to its Knock-In Level on any trading day for that Underlying during the Observation Period.
|
|||||
Knock-In Level:
|
For each Underlying, as set forth in the table above.
|
|||||
Lowest Performing Underlying:
|
The Underlying with the lowest Underlying Return.
|
|||||
Underlying Return:
|
For each Underlying, the Underlying Return will be calculated as follows:
|
|||||
Final Level − Initial Level
Initial Level
|
, subject to a maximum of zero
|
Price to Public
|
Underwriting Discounts and Commissions(1)
|
Proceeds to Issuer
|
|
Per security
|
$1,000.00
|
$0.00
|
$1,000.00
|
Total
|
$3,217,000.00
|
$0.00
|
$3,217,000.00
|
Title of Each Class of Securities Offered
|
Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
Notes
|
$3,217,000.00
|
$368.67
|
Initial Level:
|
For each Underlying, as set forth in the table above.
|
Final Level:
|
For each Underlying, the closing level of such Underlying on the Valuation Date.
|
Observation Period:
|
The period from but excluding the Trade Date to and including the Valuation Date.
|
Observation Dates:†
|
February 23, 2012, May 23, 2012, August 23, 2012 and the Valuation Date.
|
Valuation Date:†
|
November 23, 2012
|
Maturity Date:†
|
November 28, 2012
|
Listing:
|
The securities will not be listed on any securities exchange.
|
CUSIP:
|
22546THF1
|
|
•
|
Underlying supplement dated June 24, 2010:
|
|
•
|
Product supplement No. U-I dated October 18, 2010:
|
|
•
|
Prospectus supplement dated March 25, 2009:
|
|
•
|
Prospectus dated March 25, 2009:
|
Time of First Knock-In Event
|
Total Interest Payment on the Securities
|
|
A Coupon Knock-In Event occurs on the first Observation Date
|
$10.00
|
|
A Coupon Knock-In Event occurs on the second Observation Date
|
$41.00
|
|
A Coupon Knock-In Event occurs on the third Observation Date
|
$72.00
|
|
A Coupon Knock-In Event occurs on the Valuation Date
|
$103.00
|
|
A Coupon Knock-In Event does not occur
|
$134.00
|
Underlying
|
Initial Level
|
Lowest closing level of the Underlying
during the Observation Period
|
Final Level on the
Valuation Date
|
SPX
|
1190
|
1190.00 (100% of Initial Level)
|
1309.00 (110% of Initial Level)
|
RTY
|
700
|
350.00 (50% of Initial Level)
|
350.00 (50% of Initial Level)
|
Final Level of RTY – Initial Level of RTY
Initial Level of RTY
|
; subject to a maximum of 0.00
|
Underlying
|
Initial Level
|
Lowest closing level of the Underlying
during the Observation Period
|
Final Level on the
Valuation Date
|
SPX
|
1190
|
595.00 (50% of Initial Level)
|
1309.00 (110% of Initial Level)
|
RTY
|
700
|
609.00 (87% of Initial Level)
|
609.00 (87% of Initial Level)
|
Final Level of RTY – Initial Level of RTY
Initial Level of RTY
|
; subject to a maximum of 0.00
|
Underlying
|
Initial Level
|
Lowest closing level of the Underlying
during the Observation Period
|
Final Level on the
Valuation Date
|
SPX
|
1190
|
595.00 (50% of Initial Level)
|
1309.00 (110% of Initial Level)
|
RTY
|
700
|
630.00 (90% of Initial Level)
|
840.00 (120% of Initial Level)
|
Final Level of SPX – Initial Level of SPX
Initial Level of SPX
|
; subject to a maximum of 0.00
|
Underlying
|
Initial Level
|
Lowest closing level of the Underlying
during the Observation Period
|
Final Level on the
Valuation Date
|
SPX
|
1190
|
1035.30 (87% of Initial Level)
|
1309.00 (110% of Initial Level)
|
RTY
|
700
|
616.00 (88% of Initial Level)
|
770.00 (110% of Initial Level)
|
|
•
|
YOU MAY RECEIVE LESS THAN THE PRINCIPAL AMOUNT AT MATURITY — You may receive less at maturity than you originally invested in the securities, or you may receive nothing, excluding any accrued or unpaid interest. If a Knock-In Event occurs during the Observation Period and the Final Level of the Lowest Performing Underlying is less than its Initial Level, you will be fully exposed to the depreciation in the Lowest Performing Underlying. In this case, the Redemption Amount you will be entitled to receive will be less than the principal amount of the securities and you 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 Final Level of the Lowest Performing Underlying will decrease in comparison to its Initial Level. Any payment on the securities is subject to our ability to pay our obligations as they become due.
|
|
•
|
THE SECURITIES WILL NOT PAY MORE THAN THE PRINCIPAL AMOUNT, PLUS ACCRUED AND UNPAID INTEREST AT THE APPLICABLE RATE, AT MATURITY OR UPON EARLY REDEMPTION — The securities will not pay more than the principal amount, plus accrued and unpaid interest at the Applicable Rate, at maturity or upon early redemption. If the Final Level of each Underlying is greater than its respective Initial Level (regardless of whether a Coupon Knock-In Event or a Knock-In Event has occurred), you will not receive the appreciation of either Underlying. Assuming the securities are held to maturity and the term of the securities is exactly one year, the maximum amount payable with respect to the securities will not exceed $1,134.00 for each $1,000 principal amount of the securities.
|
|
•
|
IF A KNOCK-IN EVENT OCCURS, YOUR RETURN WILL BE BASED ON THE INDIVIDUAL PERFORMANCE OF THE LOWEST PERFORMING UNDERLYING — If a Knock-In Event occurs, your return will be based on the individual performance of the Lowest Performing Underlying. This will be true even if the closing level of the Lowest Performing Underlying never reached or fell below its Knock-In Level on any trading day during the Observation Period.
|
|
•
|
THE REDEMPTION AMOUNT PAYABLE AT MATURITY WILL BE LESS THAN THE PRINCIPAL AMOUNT OF THE SECURITIES EVEN IF A KNOCK-IN EVENT OCCURS WITH RESPECT TO ONLY ONE UNDERLYING AND THE FINAL LEVEL OF ONLY ONE UNDERLYING FALLS BELOW ITS INITIAL LEVEL — Even if the closing level of only one Underlying is less than or equal to its Knock-In Level on any trading day for that Underlying during the Observation Period, a Knock-In Event will have occurred. In this case, the Redemption Amount payable at maturity will be less than the principal amount of the securities if, in addition to the occurrence of a Knock-In Event, the Final Level of just one Underlying is less than its Initial Level. This will be true even if the closing level of the Lowest Performing Underlying was never less than or equal to its Knock-In Level on any trading day for that Underlying during the Observation Period.
|
|
•
|
A KNOCK-IN EVENT CAN OCCUR ON ANY TRADING DAY DURING THE OBSERVATION PERIOD AND A COUPON KNOCK-IN EVENT CAN OCCUR ON ANY OBSERVATION DATE — A Knock-In Event is distinct from a Coupon Knock-In Event. A Knock-In Event can occur on any trading day during the Observation Period, whereas a Coupon Knock-In Event can occur only on an Observation Date. In addition, because each Observation Date falls within the Observation Period, if a Coupon Knock-In Event occurs, this will mean that the closing level of at least one Underlying reached or fell below its Knock-In Level during the Observation Period; accordingly a Knock-In Event will also have occurred. Therefore, if a Coupon Knock-In Event occurs on any Observation Date, the Applicable Rate for the corresponding quarterly interest period and each subsequent interest period will be 1.0% per annum and your return will be based on the individual performance of the Lowest Performing Underlying.
|
|
•
|
THE SECURITIES ARE SUBJECT TO THE CREDIT RISK OF CREDIT SUISSE — Although the return on the securities will be based on the performance of the Underlyings, the payment of any amount due on the securities, including any applicable interest payments, early redemption payment or payment at maturity, is subject to the credit risk of Credit Suisse. Investors are dependent on our ability to pay all amounts due on the securities and, therefore, investors are subject to our credit risk. In addition, any decline in our credit ratings, any adverse changes in the 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.
|
|
•
|
IF A COUPON KNOCK-IN EVENT OCCURS ON ANY QUARTERLY OBSERVATION DATE, THE APPLICABLE RATE FOR THE CORRESPONDING QUARTERLY INTEREST PERIOD AND EACH SUBSEQUENT INTEREST PERIOD WILL BE 1.0% PER ANNUM — If a Coupon Knock-In Event occurs on any quarterly Observation Date, the Applicable Rate for the corresponding quarterly interest period and each subsequent interest period will be 1.0% per annum. For example, if a Coupon Knock-In Event occurs on the first Observation Date, the Applicable Rate per annum for each interest period will be 1.0% and the maximum amount of interest you will be entitled to receive, assuming the term of the securities is exactly one year, will not exceed $10.00 per $1,000 principal amount of the securities.
|
|
•
|
THE SECURITIES ARE SUBJECT TO A POTENTIAL EARLY REDEMPTION, WHICH WOULD LIMIT YOUR ABILITY TO ACCRUE INTEREST OVER THE FULL TERM OF THE SECURITIES —The securities are subject to a potential early redemption. Prior to maturity, the securities may be redeemed on any Interest Payment Date scheduled to occur on or after February 28, 2012, upon notice on or before the relevant Early Redemption Notice Date. If the securities are redeemed prior to the Maturity Date, you will be entitled to receive the principal amount of your securities and any accrued but unpaid interest payable at the Applicable Rate on that Interest Payment Date. In this case, you will lose the opportunity to continue to accrue and be paid interest from the date of Early Redemption to the scheduled Maturity Date. If the securities are redeemed prior to the Maturity Date, you may be unable to invest in other securities with a similar level of risk that yield as much interest as the securities.
|
|
•
|
SINCE THE SECURITIES ARE LINKED TO THE PERFORMANCE OF MORE THAN ONE UNDERLYING, YOU WILL BE FULLY EXPOSED TO THE RISK OF FLUCTUATIONS IN THE LEVEL OF EACH UNDERLYING — Since the securities are linked to the performance of more than one Underlying, the securities will be linked to the individual performance of each Underlying. Because the securities are not linked to a basket, in which the risk is mitigated and diversified among all of the components of a basket, you will be exposed to the risk of fluctuations in the levels of the Underlyings to the same degree for each Underlying. For example, in the case of securities linked to a basket, the return would depend on the weighted aggregate performance of the basket components as reflected by the basket return. Thus, the depreciation of any basket component could be mitigated by the appreciation of another basket component, to the extent of the weightings of such components in the basket. However, in the case of securities linked to the lowest performing of each of two Underlyings, the individual performance of each Underlying is not combined to calculate your return and the depreciation of either Underlying is not mitigated by the appreciation of the other Underlying. Instead, the Redemption Amount payable at maturity depends on the lowest performing of the two Underlyings to which the securities are linked.
|
|
•
|
CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE SECURITIES PRIOR TO MATURITY — While the payment at maturity described in this pricing supplement is based on the full principal amount of your securities, the original issue price of the securities includes the agent’s commission and the cost of hedging our obligations under the securities through one or more of our affiliates. As a result, the price, if any, at which Credit Suisse (or its affiliates), will be willing to purchase securities from you in secondary market transactions, if at all, will likely be lower than the original issue price, and any sale prior to the Maturity Date could result in a substantial loss to you. The securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your securities to maturity.
|
|
•
|
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 comprising
|
|
•
|
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.
|
|
•
|
LACK OF LIQUIDITY — The securities will not be listed on any securities exchange. Credit Suisse (or its affiliates) intends to offer to purchase the securities in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities when you wish to do so. Because other dealers are not likely to make a secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which Credit Suisse (or its affiliates) is willing to buy the securities. If you have to sell your securities prior to maturity, you may not be able to do so or you may have to sell them at a substantial loss.
|
|
•
|
POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation agent and hedging our obligations under the securities. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the securities.
|
|
•
|
MANY ECONOMIC AND MARKET FACTORS WILL AFFECT THE VALUE OF THE SECURITIES — In addition to the levels of the Underlyings on any trading day during the Observation Period, the value of the securities will be affected by a number of economic and market factors that may either offset or magnify each other, including:
|
|
o
|
the expected volatility of the Underlyings;
|
|
o
|
the time to maturity of the securities;
|
|
o
|
the Early Redemption feature, which would limit the value of the securities;
|
|
o
|
interest and yield rates in the market generally;
|
|
o
|
investors’ expectations with respect to the rate of inflation;
|
|
o
|
geopolitical conditions and a variety of economic, financial, political, regulatory or judicial events that affect the components comprising the Underlyings, or markets generally and which may affect the levels of the Underlyings; and
|
|
o
|
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
|