424B3 1 bdcx_424b3-08354.htm FORM 424B3

 

 

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-263376

Amendment No. 1 dated June 16, 2023+ to

PROSPECTUS SUPPLEMENT dated July 30, 2021
(To Prospectus dated February 24, May 27, 2022)

 

$100,000,000 ETRACS Quarterly Pay 1.5x Leveraged MarketVector BDC Liquid Index ETN due June 10, 2050

The UBS AG ETRACS Quarterly Pay 1.5x Leveraged MarketVector BDC Liquid Index ETN due June 10, 2050 (the “Securities”) are senior unsecured debt securities issued by UBS AG (“UBS”) that provide 1.5 times leveraged long exposure to the compounded quarterly performance of the MarketVector US Business Development Companies Liquid Index (the “Index”), the successor index to the Wells Fargo Business Development Company Index (the “Original Index”) effective after market close on July 30, 2021 (the “Effective Date”), reduced by the Accrued Fees (as described below). If a Permanent Deleveraging Event occurs (as described below) the leverage of the Securities will be permanently reset to 1.0 for the remaining term of the Securities. In addition, the occurrence of Loss Rebalancing Events (as described below) will result in more frequent than quarterly compounding. The Accrued Fees consist of (i) an Accrued Tracking Fee (as described below) based on a fee rate of 0.95% per annum, and (ii) an Accrued Financing Fee (as described below). The Securities are 1.5 times leveraged with respect to the Index and, as a result, will benefit from 1.5 times any beneficial, but will be exposed to 1.5 times any adverse, compounded quarterly performance (unless a Permanent Deleveraging Event has occurred) of the Index. You will receive a cash payment at maturity or upon exercise by UBS of its call right or upon acceleration upon the occurrence of a Zero Value Event, or upon early redemption, based on the compounded leveraged quarterly performance of the Index or, if a Permanent Deleveraging Event has occurred, based on the subsequent unleveraged performance of the Index, less the Accrued Fees (as described below). In the case of an early redemption, the cash payment would be less an additional Redemption Fee Amount (as described below). The Securities may pay a quarterly coupon during their term.

The Securities do not guarantee any return of your initial investment and may not pay any coupon. You will lose some or all of your principal at maturity, early redemption or upon exercise by UBS of its call right, if the compounded leveraged quarterly return (or unleveraged daily returns, if a Permanent Deleveraging Event has occurred) of the Index is insufficient to offset the combined negative effect of the Accrued Fees and the Redemption Fee Amount, if applicable (less any Coupon Amounts you may be entitled to receive). The occurrence of Loss Rebalancing Events will result in more frequent than quarterly compounding. You will lose some or all of your principal in the event of an early, automatic termination upon the occurrence of a Zero Value Event. Any payment on the Securities at maturity, or upon redemption, or exercise by UBS of its call right, or upon acceleration upon the occurrence of a Zero Value Event, is subject to the creditworthiness of UBS and is not guaranteed by any third party. In addition, the actual and perceived creditworthiness of UBS will affect the market value, if any, of the Securities.

The Securities are intended to be trading tools for sophisticated investors as part of an overall diversified portfolio. They are designed to achieve their stated investment objectives on a quarterly basis (or shorter basis under circumstances described herein). Their performance over longer periods of time can differ significantly from their stated objectives. The Securities are riskier than securities that have intermediate or long-term investment objectives, and may not be suitable for investors who have a “buy and hold” strategy. Accordingly, the Securities should be purchased only by knowledgeable investors who understand the potential consequences of investing in the Index and of seeking quarterly compounding leveraged long investment results. Investors should actively and continuously monitor their investments in the Securities, even intra-day. It is possible that you will suffer significant losses in the Securities even if the long-term performance of the Index is positive.

(cover continued on next page)

Although the Securities are listed on NYSE Arca, subject to official notice of issuance, there is no guarantee that a liquid market will be maintained.

General Considerations for the Securities

The Securities are senior unsecured debt securities issued by UBS, maturing on June 10, 2050.

The initial issuance of the Securities traded on June 2, 2020 and settled on June 5, 2020.

The Securities do not guarantee any return of principal and, although they may pay a quarterly coupon payment, there is no guaranteed fixed coupon or interest amount during their term.

The Securities are intended to provide a 1.5 times leveraged long exposure to the compounded quarterly performance of the Index. If a Permanent Deleveraging Event occurs, such long exposure will become unleveraged or 1.0

An Accrued Tracking Fee (based on a rate of 0.95% per annum of the Current Principal Amount times the Index Factor) and an Accrued Financing Fee (based on a three-month U.S. Dollar LIBOR rate + 0.95% per annum, of 0.5 times the Current Principal Amount) are deducted from the Closing Indicative Value on a daily basis; provided, however, that for any determination of a Financing Rate on or after July 3, 2023, the three-month U.S. Dollar LIBOR rate will be replaced with the three-month CME Term SOFR rate plus a 0.2616% adjustment.

If, at any time, the Intraday Index Value on any Index Business Day (other than an Excluded Day) decreases 15% in value from the Last Reset Index Closing Level, the then-current leverage of your Securities will be reset to 1.5 even though such date is not a Quarterly Reset Valuation Date.

If, at any time, the Intraday Index Value on any Index Business Day (other than an Excluded Day) decreases 50% in value from the Last Reset Index Closing Level, your Securities will be deleveraged with the aim of permanently resetting the then-current leverage to 1.0 and thereafter, the Securities will only provide an unleveraged return based on the Index for the remaining term of the Securities.

If, at any time, the Intraday Index Value on any Index Business Day (other than an Excluded Day) decreases 66.66667% in value from the Last Reset Index Closing Level, your Securities will be accelerated and redeemed by UBS, and you will receive the Zero Value Settlement Amount which will be based on the Accrued Dividend, minus the Accrued Fees, and plus the Measurement Period Cash Amount as applicable. The Zero Value Settlement Amount may be zero.

You may receive a cash payment at maturity or upon exercise by UBS of its call right with respect to the Securities based on the Closing Indicative Value of the Securities at the end of the applicable Measurement Period (if any) at maturity or upon call, as described herein. However any such payment may be zero.

You may exercise your right to early redemption with a minimum redemption amount of 50,000 Securities if you comply with the required procedures described herein. You will receive a cash payment upon early redemption based on the Closing Indicative Value on the Redemption Valuation Date, less the Redemption Fee Amount, as described herein.

The underlying index is designed to track the overall performance of the largest and most liquid companies which are treated as business development companies and are incorporated in the United States. You should expect the trading price and Current Principal Amount of the Securities to be volatile.

See “Risk Factors” beginning on page S-34 for a description of risks related to an investment in the Securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The Securities are not deposit liabilities of UBS AG and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency in the United States, Switzerland or any other jurisdiction. An investment in the Securities carries risks that are very different from the risk profile of a bank deposit placed with UBS or its affiliates. The Securities have different yield, liquidity and risk profiles and will not benefit from any protection provided to deposits.

UBS Investment Bank
Prospectus Supplement dated June 16, 2023

(cover continued on next page)

The principal terms of the Securities are as follows:

Issuer: 

UBS AG (London Branch)

Series: 

Medium-Term Notes, Series B

Initial Trade Date: 

June 2, 2020

Initial Settlement Date: 

June 5, 2020

Term: 

30 years, subject to your right to require UBS to redeem your Securities on any Redemption Date, UBS Call Right or Automatic Acceleration Upon Zero Value Event, each as described below.

Maturity Date: 

June 10, 2050, subject to adjustment

Stated Principal Amount: 

$25.00 per Security. If the Securities undergo a split or reverse split, the Stated Principal Amount will be adjusted accordingly.

Index: 

The return on the Securities is linked to the performance of the MarketVector US Business Development Companies Liquid Index, the successor index to the Original Index effective after market close on the Effective Date (Bloomberg: “MVBIZD”), which was renamed from “MVIS US Business Development Companies Index” effective after market close on June 16, 2023. On April 26, 2021, the Security Calculation Agent announced that, pursuant to the terms of the Securities, it has determined that the Index is comparable to the Original Index and approved the Index as the successor index for the Securities following the discontinuation of publication of the Original Index. The Index is intended to measure the performance of the largest and most liquid companies which are treated as business development companies and are incorporated in the United States. The “Index Sponsor” is MarketVector Indexes GmbH. See “MarketVector US Business Development Companies Liquid Index” beginning on page S-60.

Closing Indicative Value: 

The Closing Indicative Value represents the dollar value per Security that an investor would receive on any day if it redeemed the Security that day (excluding any Redemption Fee Amount).

The “Closing Indicative Value” per Security, will be calculated as follows:

(1) On the Initial Trade Date, $25.00 per Security;

(2) On any other calendar day, prior to the first day of an applicable Measurement Period, an amount per Security equal to:

(Current Principal Amount on the immediately preceding calendar day × Index Factor) - Accrued Fees + Accrued Dividend

(3) From and including the first day of an applicable Measurement Period, an amount per Security equal to:

(Current Principal Amount, on the calendar day immediately preceding the first day of the Measurement Period × Index Factor × Residual Factor) - Accrued Fees + Accrued Dividend + Measurement Period Cash Amount

(4) The minimum value of the Closing Indicative Value on any calendar day will be zero

If a Zero Value Event occurs on any Index Business Day then the Closing

(cover continued on next page)

Indicative Value will be equal to the Zero Value Settlement Amount on the date on which the Zero Value Event occurred, and on all future calendar days. Upon the occurrence of a Zero Value Event, investors will likely lose all or substantially all of their investment. You will not benefit from any future exposure to the Index after the occurrence of a Zero Value Event. See “Specific Terms of the Securities — Automatic Acceleration Upon Zero Value Event” beginning on page S-88.

The actual trading price of the Securities in the secondary market may vary significantly from their Closing Indicative Value.

If the Securities undergo a split or reverse split, the Closing Indicative Value will be adjusted accordingly.

Current Indicative Value /

intraday indicative value: 


The “
Current Indicative Value” (or “intraday indicative value”), as determined by the Security Calculation Agent, means the Closing Indicative Value per Security calculated on an intraday basis on any Index Business Day. For the purposes of calculating the Current Indicative Value, the Index Factor will be determined using the Intraday Index Value. The minimum value of the Current Indicative Value on any calendar day will be zero.

From and including the first day of an applicable Measurement Period, the Current Indicative Value will be calculated using (i) the Measurement Period Cash Amount from the immediately preceding calendar day, and (ii) the Residual Factor from the immediately preceding calendar day.

If a Zero Value Event occurs during any Index Business Day then the Current Indicative Value (or “intraday indicative value”) will be equal to the Zero Value Settlement Amount, subsequent to the event on the date on which the Zero Value Event occurred, and on all future calendar days. Upon the occurrence of a Zero Value Event, investors will likely lose all or substantially all of their investment. You will not benefit from any future exposure to the Index after the occurrence of a Zero Value Event. See “Specific Terms of the Securities — Automatic Acceleration Upon Zero Value Event” beginning on page S-88.

The actual trading price of the Securities in the secondary market may vary significantly from their Current Indicative Value (or intraday indicative value).

If the Securities undergo a split or reverse split, the Current Indicative Value (or intraday indicative value) will be adjusted accordingly.

Current Principal Amount: 

The Current Principal Amount represents the unleveraged notional investment in the Index Constituent Securities per Security at the close of trading on any Reset Valuation Date. The notional financing amount per Security in order to generate the leveraged returns would be approximately half of the Current Principal Amount at the close of trading on any Reset Valuation Date. If a Permanent Deleveraging Event occurs, the leverage of your Securities will be permanently reset to 1.0 and the notional financing amount will be equal to zero for the remaining term of the Securities. If a Zero Value Event occurs prior to your Securities permanently resetting to 1.0 at the end of the Second Permanent Deleveraging Valuation Date, then your Securities will be fully redeemed at a fixed residual amount equal to the Zero Value Settlement Amount (which may be zero).

The “Current Principal Amount” per Security, will be calculated as follows:

(1) From and including the Initial Trade Date to and excluding the

(cover continued on next page)

subsequent Reset Valuation Date, $25.00 per Security;

(2) At the close of trading on each Reset Valuation Date after the Initial Trade Date, the Current Principal Amount of the Securities will be reset as follows:

New Current Principal Amount = (Current Principal Amount on immediately preceding calendar day × Index Factor) – Accrued Fees

The Current Principal Amount will not change until the subsequent Reset Valuation Date.

If a day that would otherwise be a Reset Valuation Date occurs on or after the first day of an applicable Measurement Period, such day will not be a valid Reset Valuation Date.

If a Zero Value Event occurs on any Index Business Day then the Current Principal Amount will be equal to zero on the date on which the Zero Value Event occurred, and on all future calendar days. Upon the occurrence of a Zero Value Event, investors will likely lose all or substantially all of their investment. You will not benefit from any future exposure to the Index after the occurrence of a Zero Value Event. See “Specific Terms of the Securities — Automatic Acceleration Upon Zero Value Event” beginning on page S-88.

If the Securities undergo a split or reverse split, the Current Principal Amount will be adjusted accordingly.

Leverage Factor: 

The “Leverage Factor” is:

(1) Until the occurrence of a Permanent Deleveraging Event and close of trading on the Second Permanent Deleveraging Valuation Date, the Leverage Factor will equal 1.5

(2) If a Permanent Deleveraging Event occurs, then on any calendar day following the Second Permanent Deleveraging Valuation Date, the Leverage Factor will equal 1.0

Index Factor: 

The Index Factor represents the leveraged percentage change in the Index level since the Last Reset Index Closing Level. The Index Factor times the applicable Current Principal Amount on the preceding calendar day represents the current value of the unleveraged notional amount per Security that is deemed invested in the Index on any calendar day. This does not reflect the Redemption Amount that an investor would receive upon early redemption on such calendar day.

The “Index Factor” is:

1 + (Leverage Factor × Index Performance Ratio)

If a Zero Value Event occurs at any time during any Index Business Day then the Index Factor will be equal to zero subsequent to the event on the date on which the Zero Value Event occurred, and on all future calendar days. Upon the occurrence of a Zero Value Event, investors will likely lose all or substantially all of their investment. You will not benefit from any future exposure to the Index after the occurrence of a Zero Value Event. See “Specific Terms of the Securities — Automatic Acceleration Upon Zero Value Event” beginning on page S-88.

Index Performance Ratio: 

The “Index Performance Ratio” will be calculated as follows:

(cover continued on next page)

Index Closing Level – Last Reset Index Closing Level

Last Reset Index Closing Level

 

On any calendar day that is not an Index Business Day, the Index Closing Level will be equal to the Index Closing Level on the Index Business Day immediately preceding such calendar day.

Reset Valuation Date: 

A Reset Valuation Date represents a day when the Current Principal Amount is reset at the close of trading.

The “Reset Valuation Date” means:

(1) Any calendar day up to and including the Second Permanent Deleveraging Valuation Date, that is either: (i) the Initial Trade Date, (ii) a Quarterly Reset Valuation Date, (iii) a Loss Rebalancing Valuation Date (iv) the First Permanent Deleveraging Valuation Date, or (v) the Second Permanent Deleveraging Valuation Date; and

(2) Any calendar day following the Second Permanent Deleveraging Valuation Date.

The definition of each valuation date is set forth below.

If a day that would otherwise be a Reset Valuation Date occurs on or after the first day of an applicable Measurement Period, such day will not be a valid Reset Valuation Date and the Last Reset Index Closing Level will remain the same.

Last Reset Index Closing
Level: 


On any calendar day, the “
Last Reset Index Closing Level” is the Index Closing Level on the most recent Reset Valuation Date.

Immediately after market close on the Effective Date, the Last Reset Index Closing Level is adjusted to be 536.663, the Index Closing Level of the successor index on the Effective Date, as reported by Bloomberg L.P.

Accrued Fees: 

Accrued Fees” as of any date of determination means, the Accrued Tracking Fee + the Accrued Financing Fee.

If the Securities undergo a split or reverse split, the Accrued Fees will be adjusted accordingly.

Daily Tracking Fee: 

The Daily Tracking Fee represents the investor fees calculated each day on the current value of the unleveraged notional amount invested in the Index per Security. These charges accrue and compound during the applicable period, and will reduce any amount you are entitled to receive at maturity, early redemption, call or acceleration upon the occurrence of a Zero Value Event. The “Daily Tracking Fee” per Security, will be calculated as follows:

(1) On the Initial Trade Date, zero per Security.

(2) The Daily Tracking Fee on any subsequent calendar day, is equal to: (a) (i) 0.95%, times (ii) the Current Principal Amount on the immediately preceding calendar day, times (iii) the Index Factor, on such calendar day, times (iv) the Residual Factor, on the immediately preceding calendar day, divided by (b) 365

(3) The minimum value of the Daily Tracking Fee on any calendar day will be zero.

If the Securities undergo a split or reverse split, the Daily Tracking Fee will be

(cover continued on next page)

adjusted accordingly.

Accrued Tracking Fee: 

The “Accrued Tracking Fee” per Security, will be calculated as follows:

(1) On the Initial Trade Date, the Accrued Tracking Fee is equal to zero

(2) On any subsequent calendar day, the Accrued Tracking Fee is equal to: (a) the Accrued Tracking Fee as of the immediately preceding calendar day, plus (b) the Daily Tracking Fee on such calendar day

(3) On the calendar day after each Reset Valuation Date, the Accrued Tracking Fee is reset to be equal to the Daily Tracking Fee on such calendar day

Financing Rate: 

The “Financing Rate” will equal the sum of (a) 0.95% and (b) three-month U.S. Dollar LIBOR on the immediately preceding London Business Day. The minimum value of the three-month U.S. Dollar LIBOR rate (or any successor base rate, as described below) used on any calendar day will be zero. The minimum Financing Rate at any time will be 0.95%.

The three-month U.S. Dollar LIBOR rate is the London interbank offered rate (ICE LIBOR) for three-month deposits in U.S. Dollars, which is displayed on Reuters page “LIBOR01” (or any successor service or page for the purpose of displaying the London interbank offered rates of major banks, as determined by the Security Calculation Agent) (“LIBOR”), as of 11:00 a.m., London time. However, for any determination of a Financing Rate on or after July 3, 2023, the three-month U.S. Dollar LIBOR rate will be replaced with the three-month CME Term SOFR rate plus a 0.2616% adjustment (the “SOFR-Based Benchmark Replacement”), which is displayed on CME’s website and will be published on U.S. Government Securities Business Days.

CME Term SOFR” means the CME Term SOFR Reference Rates published for one-, three-, six-, and 12-month tenors as administered by CME Group Benchmark Administration, Ltd. (or any successor administrator thereof).

U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

See “Specific Terms of the Securities — Cash Settlement Amount at Maturity” for provisions relating to determining a successor Financing Rate if the Security Calculation Agent determines that LIBOR has been discontinued or is no longer representative of the underlying market or economic reality.

For example, 1.68275% was the three-month U.S. Dollar LIBOR rate on February 20, 2020, which was a London Business Day. The Financing Rate on February 21, 2020 would therefore have been equal to: 0.95% + 1.68275%, or 2.63275%. In addition, for example, 5.24938% was the three-month CME Term SOFR rate on June 12, 2023. The Financing Rate on June 13, 2023 would therefore have been equal to: 0.95% + 5.24938% + 0.2616%, or 6.46098%.

Daily Financing Fee: 

The Daily Financing Fee seeks to compensate UBS for providing investors with a leveraged participation in movements of the Index and is intended to approximate the financing costs that investors may have otherwise incurred had they sought to borrow funds at a similar rate from a third party to invest in the Securities. These charges accrue and compound during the applicable period,

(cover continued on next page)

and will reduce any amount that you will be entitled to receive at maturity, early redemption, call or acceleration upon the occurrence of a Zero Value Event.

The “Daily Financing Fee” per Security, will be calculated as follows:

(1) On the Initial Trade Date, $0.00 per Security.

(2) The Daily Financing Fee on any subsequent calendar day, is equal to: (a) (i) 0.5, times (ii) the Financing Rate, on such calendar day, times (iii) the Current Principal Amount, on the immediately preceding calendar day, times (iv) the Residual Factor, on the immediately preceding calendar day, divided by (b) 360

(3) If a Permanent Deleveraging Event occurs, then on any calendar day following the Second Permanent Deleveraging Valuation Date, the Daily Financing Fee will be equal to zero

(4) The minimum value of the Daily Financing Fee on any calendar day will be zero.

If the Securities undergo a split or reverse split, the Daily Financing Fee will be adjusted accordingly.

Accrued Financing Fee: 

The “Accrued Financing Fee” per Security will be calculated as follows:

(1) On the Initial Trade Date, the Accrued Financing Fee is equal to zero

(2) On any subsequent calendar day, the Accrued Financing Fee is equal to: (a) the Accrued Financing Fee as of the immediately preceding calendar day, plus (b) the Daily Financing Fee on such calendar day

(3) On the calendar day after each Reset Valuation Date, the Accrued Financing Fee is reset to be equal to the Daily Financing Fee on such calendar day

(4) If a Permanent Deleveraging Event occurs, then on any calendar day following the Second Permanent Deleveraging Valuation Date, the Accrued Financing Fee will be equal to zero

Accrued Dividend: 

The “Accrued Dividend” per Security, will be calculated as follows:

(1) On the Initial Trade Date, the Accrued Dividend is equal to zero.

(2) On any subsequent calendar day, the Accrued Dividend is equal to: (a) the Accrued Dividend as of the immediately preceding calendar day, plus (b) the Daily Dividend on such calendar day, minus (c) the Coupon Amount on such calendar day.

If the Securities undergo a split or reverse split, the Accrued Dividend will be adjusted accordingly.

Coupon Amount: 

The “Coupon Amount” per Security, will be calculated as follows:

(1) On any calendar day that is not a Coupon Ex-Date, the Coupon Amount is equal to zero.

(2) On any calendar day that is a Coupon Ex-Date, the Coupon Amount will equal the Accrued Dividend on the Coupon Valuation Date

(cover continued on next page)

immediately preceding such Coupon Ex-Date.

(3) The minimum value of the Coupon Amount will be zero.

If a day that would otherwise be a Coupon Ex-Date occurs on or after the first day of an applicable Measurement Period, such day will not be a valid Coupon Ex-Date and all further Coupon Ex-Dates will be suspended. In this case, the Coupon Amount corresponding to such Coupon Ex-Date will be included in the Cash Settlement Amount or Call Settlement Amount payable at maturity or call, respectively.

If a Zero Value Event occurs on an Index Business Day that would otherwise be a Coupon Ex-Date, such day will not be a valid Coupon Ex-Date and all further Coupon Ex-Dates will be suspended. In this case, the Coupon Amount corresponding to such Coupon Ex-Date will be included in the Zero Value Settlement Amount payable on the Zero Value Settlement Date.

For each Security you hold on the applicable Coupon Record Date you may receive on each Coupon Payment Date an amount in cash equal to the Coupon Amount, if any. As further described in “Specific Terms of the Securities — Coupon Payment” beginning on page S-73, the Coupon Amount will equal the sum of the cash distributions that a hypothetical holder of Index constituents would have been entitled to receive in respect of the Index constituents during the relevant period.

Notwithstanding the foregoing, with respect to cash distributions or dividends on an Index Constituent Security which is scheduled to be paid prior to the applicable Coupon Ex-Date, if, and only if, the issuer of such Index Constituent Security fails to pay the dividend or distribution to holders of such Index Constituent Security by the scheduled payment date for such dividend or distribution, such dividend or distribution will be assumed to be zero for the purposes of calculating the applicable Coupon Amount. Any such delayed dividend or distribution payments from the issuer of an Index Constituent Security will be attributed back to the Accrued Dividend and included in the next Coupon Amount.

If the Securities undergo a split or reverse split, the Coupon Amount will be adjusted accordingly.

Daily Dividend: 

The “Daily Dividend” is intended to approximate the amount of distributions in dollars that a holder of the Securities would receive if such holder held a leveraged investment in the Index Constituent Securities directly.

The Daily Dividend per Security on any calendar day is equal to: (a) (i) the Index Dividend Point, times (ii) the Leverage Factor, times (iii) the Current Principal Amount on the immediately preceding calendar day, times (iv) the Residual Factor on the immediately preceding calendar day, divided by (b) the Last Reset Index Closing Level

Index Dividend Point: 

The “Index Dividend Point” as determined by the Index Calculation Agent on any calendar day, represents the total cash value of distributions that a hypothetical holder of the Index Constituent Securities, in proportion to the weights of the Index Constituent Securities, would have been entitled to receive with respect to any Index Constituent Security for those cash distributions whose “ex-dividend date” occurs on such calendar day. The Index Dividend Point may not be publicly disseminated by the Index Calculation Agent. The data used to calculate the Index Dividend Point is the property of the Index Calculation Agent and investors may be required to pay a fee and meet any other requirements of the Index Calculation Agent in order to access such information.

The Index Dividend Point on any calendar day means an amount per Security

(cover continued on next page)

equal to the sum of the products of (i) the cash value of distributions, that a hypothetical holder of one share of each Index Constituent Security on such calendar day would have been entitled to receive in respect of that Index Constituent Security for those cash distributions whose “ex-dividend date” occurs on such calendar day and (ii) the number of units of that Index Constituent Security included in the Index as of such date.

Quarterly Reset Valuation Date: 


The “
Quarterly Reset Valuation Date” is the last Index Business Day of January, April, July and October of each calendar year during the term of the Securities (other than an Excluded Day, as defined herein), subject to adjustment as described under “Specific Terms of the Securities — Market Disruption Event”.

For purposes of the “Quarterly Reset Valuation Date” definition, an “Excluded Day” means (i) the Index Business Day immediately preceding the first day of an applicable Measurement Period and any calendar day thereafter, and (ii) any calendar day after the Second Permanent Deleveraging Valuation Date.

Loss Rebalancing Event: 

A Loss Rebalancing Event will have the effect of deleveraging your Securities with the aim of resetting the then-current leverage to approximately 1.5. This means that after a Loss Rebalancing Event, a constant percentage increase in the Index Closing Level will have less of a positive effect on the value of your Securities relative to before the occurrence of the Loss Rebalancing Event.

A “Loss Rebalancing Event” occurs if, at any time, the Intraday Index Value on such Index Business Day (other than an Excluded Day, as defined herein) decreases by 15% or more in value from the previous Last Reset Index Closing Level.

For purposes of the “Loss Rebalancing Event” definition, an “Excluded Day” means (i) the Index Business Day immediately preceding any Quarterly Reset Valuation Date, if a Loss Rebalancing Event occurs after 3:15 p.m. on such day, (ii) any Quarterly Reset Valuation Date, (iii) any Loss Rebalancing Valuation Date, (iv) the Index Business Day immediately preceding the first day of an applicable Measurement Period, if a Loss Rebalancing Event occurs after 3:15pm on such day, (v) any calendar day from and including the first day of an applicable Measurement Period, (vi) the First or Second Permanent Deleveraging Valuation Dates, (vii) any calendar day after the Second Permanent Deleveraging Valuation Date, (viii) a Zero Value Event date, and (ix) any calendar day after the Zero Value Event date.

Loss Rebalancing Events may occur multiple times over the term of the Securities and may occur multiple times during a single calendar quarter. See “Specific Terms of the Securities — Loss Rebalancing Events” beginning on page S-90.

Loss Rebalancing Valuation Date: 


The “Loss Rebalancing Valuation Date” means:

(1) if a Loss Rebalancing Event occurs at or prior to 3:15 p.m. on an Index Business Day, the day that such Loss Rebalancing Event occurs, subject to adjustment as described under “Specific Terms of the Securities — Market Disruption Event”;

(2) if a Loss Rebalancing Event occurs after 3:15 p.m. on an Index Business Day, the first Index Business Day following the occurrence of such Loss Rebalancing Event, subject to adjustment as described under “Specific Terms of the Securities — Market Disruption Event”.

(cover continued on next page)

Permanent Deleveraging

Event: 

A Permanent Deleveraging Event will have the effect of deleveraging your Securities, with the aim of permanently resetting the then-current leverage to 1.0, over two Index Business Days. The leverage at the end of the First Permanent Deleveraging Valuation Date is reset to approximately 1.5 and the leverage at the end of the Second Permanent Deleveraging Valuation Date is reset to 1.0. This means that after a Permanent Deleveraging Event, a constant percentage increase in the Index Closing Level will have less of a positive effect on the value of your Securities than it would have otherwise had prior to the occurrence of the Permanent Deleveraging Event. A Permanent Deleveraging Event is expected to occur only in the narrow window of time between the occurrence of a Loss Rebalancing Event and completion of the leverage reset to 1.5 at the end of the Loss Rebalancing Valuation Date.

In the event that a Permanent Deleveraging Event has occurred, UBS will issue a press release before 9:00 a.m. on the Index Business Day immediately following the date on which the Permanent Deleveraging Event occurred, announcing the Permanent Deleveraging Event and notifying you of the Permanent Deleveraging Valuation Dates.

A “Permanent Deleveraging Event” occurs if, at any time, the Intraday Index Value on any Index Business Day (other than an Excluded Day, as defined herein) decreases by 50% or more in value from the Last Reset Index Closing Level. If a Permanent Deleveraging Event occurs, the Current Principal Amount of the Securities will be reset over two Index Business Days.

For purposes of the “Permanent Deleveraging Event” definition, an “Excluded Day” means (i) the First or Second Permanent Deleveraging Valuation Dates, (ii) any calendar day after the Second Permanent Deleveraging Valuation Date, (iii) a day upon which a Zero Value Event occurs, (iv) any calendar day after the occurrence of a Zero Value Event, (v) the day which is two Index Business Days prior to the first day of an applicable Measurement Period, if a Permanent Deleveraging Event occurs after 3:15pm on such day and (vi) any calendar day from and including the Index Business Day immediately preceding the first day of an applicable Measurement Period.

See “Specific Terms of the Securities — Permanent Deleveraging Event” beginning on page S-90.

Permanent Deleveraging Valuation Dates: 

The “Permanent Deleveraging Valuation Dates” means the First Permanent Deleveraging Valuation Date and the Second Permanent Deleveraging Valuation Date, each as defined below:

(1) The “First Permanent Deleveraging Valuation Date” means:

(a) Any Index Business Day, which otherwise would have been a Loss Rebalancing Valuation Date, but on which a Permanent Deleveraging Event has occurred, subject to adjustment as described under “Specific Terms of the Securities — Market Disruption Event”.

(b) If a Permanent Deleveraging Event occurs after 3:15 p.m. on any Index Business Day which would not otherwise have been a Loss Rebalancing Valuation Date, then the first Index Business Day following the occurrence of such Permanent Deleveraging Event, subject to adjustment as described under “Specific Terms of the Securities — Market Disruption Event”.

The leverage of your Securities will be reset to approximately 1.5 at the close of trading on the First Permanent Deleveraging Valuation Date.

(2) TheSecond Permanent Deleveraging Valuation Date” means the

(cover continued on next page)

Index Business Day immediately following the First Permanent Deleveraging Valuation Date, subject to adjustment as described under “Specific Terms of the Securities — Market Disruption Event”.

The leverage of your Securities will be reset to approximately 1.0 at the close of trading on the Second Permanent Deleveraging Valuation Date.

Zero Value Event: 

When the Intraday Index Value decreases 66.66667% in value from the Last Reset Index Closing Level, the Index Factor will equal zero. A Zero Value Event represents the first instance when the effective unleveraged notional amount that is deemed invested in the Index per Security equals zero. It will have the effect of permanently resetting the value of your Securities to a fixed value and accelerating the Securities. You will not benefit from any future exposure to the Index after the occurrence of a Zero Value Event. A Zero Value Event is expected to occur only in the narrow window of time between the occurrence of a Permanent Deleveraging Event and completion of the leverage reset to 1.0 at the end of the Second Permanent Deleveraging Valuation Date.

A “Zero Value Event” occurs if, the Intraday Index Value on any Index Business Day (other than an Excluded Day, as defined herein) decreases by 66.66667% or more in value from the Last Reset Index Closing Level. From immediately after the Zero Value Event and on all future calendar days, the Index Factor and the Current Principal Amount will be set equal to zero. The Accrued Dividend and Accrued Fees will be fixed at their respective values on the Zero Value Event date, and will stay unchanged on all future calendar days.

For purposes of the “Zero Value Event” definition, an “Excluded Day” means (i) any calendar day after the Second Permanent Deleveraging Valuation Date (ii) any day on which a Zero Value Event has already occurred, (iii) any calendar day after the occurrence of a Zero Value Event, and (iv) any calendar day after the last day of an applicable Measurement Period.

If a Zero Value Event occurs on an Index Business Day that would otherwise be a Coupon Ex-Date, such day will not be a valid Coupon Ex-Date and all further Coupon Ex-Dates will be suspended.

Automatic Acceleration Upon Zero Value Event, Zero Value Settlement Date, Zero Value Settlement Amount: 




The “
Automatic Acceleration Upon Zero Value Event” provision of the Securities provides for the early, automatic termination of the Securities upon the occurrence of a Zero Value Event by way of a mandatory redemption by UBS. If the Automatic Acceleration Upon Zero Value Event provision is triggered, your Securities will be mandatorily redeemed and you will receive the Zero Value Settlement Amount on the Zero Value Settlement Date. You will not benefit from any future exposure to the Index after the occurrence of a Zero Value Event.

In the event that a Zero Value Event has occurred, UBS will issue a press release shortly after the event and specify the relevant Zero Value Settlement Date and Zero Value Settlement Amount in respect of your investment in the Securities. The Securities will be suspended from trading intra-day shortly after the event occurs and will likely not be open for trading again on NYSE Arca before the Zero Value Settlement Date. The “Zero Value Settlement Date” will be the third Index Business Day following the date on which the Zero Value Event occurred.

The “Zero Value Settlement Amount” per Security, will be calculated as follows:

(1) On any calendar day, to but excluding the first day of an applicable Measurement Period: (a) the Accrued Dividend, minus (b) the Accrued

(cover continued on next page)

Fees, on the date on which the Zero Value Event occurred.

(2) From and including the first day of an applicable Measurement Period: (a) the Measurement Period Cash Amount on the immediately preceding calendar day, plus (b) the Accrued Dividend, minus (c) the Accrued Fees, on the date on which the Zero Value Event occurred.

(3) The minimum value of the Zero Value Settlement Amount will be zero.

For example:

(i) If the Accrued Dividend was $0.04, the Accrued Fees was $0.01, and the Measurement Period Cash Amount was $0, then the Zero Value Settlement Amount would be $0.03.

(ii) If the Accrued Dividend was $0.01, the Accrued Fees was $0.05, and the Measurement Period Cash Amount was $0, then the Zero Value Settlement Amount would be $0.

(iii) If the Zero Value Event occurred during a four-day Measurement Period, and the Accrued Dividend was $0.01, the Accrued Fees was $0.03, and the Measurement Period Cash Amount on the immediately preceding calendar day was $6.59, then the Zero Value Settlement Amount would be $6.57.

Early Redemption; Redemption Amount: 


Subject to your compliance with the procedures described under “Specific Terms of the Securities — Early Redemption at the Option of the Holders” and “Specific Terms of the Securities — Redemption Procedures,” upon early redemption, you will receive per Security a cash payment on the relevant Redemption Date equal to:

(i) (Closing Indicative Value, as of the Redemption Valuation Date, minus (ii) the Redemption Fee Amount)

We refer to this cash payment as the “Redemption Amount.” If the amount so calculated is equal to or less than zero, the payment upon early redemption will be zero.

Redemption Fee Amount: 

The “Redemption Fee Amount” means, as of any Redemption Valuation Date, an amount per Security equal to:

0.125% × Closing Indicative Value of the Security as of such Redemption Valuation Date.

Payment at Maturity; Call Settlement Amount; Cash Settlement Amount: 



For each Security, unless earlier redeemed or accelerated, you will receive at maturity or upon UBS call a cash payment equal to the Closing Indicative Value on the last day of an applicable Measurement Period.

We refer to this cash payment as the “Cash Settlement Amount”. If the amount so calculated is equal to or less than zero, the payment will be zero.

UBS Call Right: 

On any Business Day through and including the Maturity Date (the “Call Settlement Date”), UBS may at its option redeem all, but not less than all, issued and outstanding Securities. To exercise its call right, UBS must provide notice to the holders of the Securities not less than eighteen (18) calendar days prior to the Call Settlement Date. Upon early redemption in the event UBS exercises this right, you will receive a cash payment equal to the Call Settlement

(cover continued on next page)

Amount, which will be calculated as described herein and paid on the Call Settlement Date. If the amount so calculated is equal to or less than zero, the payment upon exercise of the call right will be zero.

In the event that the Market Value of the Securities outstanding is less than $25,000,000 at the close of trading on the Index Business Day immediately preceding the date of delivery by UBS of its notice to holders (which may be provided via press release) of its exercise of the UBS Call Right, the Call Measurement Period will be the Call Valuation Date and will not extend for four Index Business Days. For details of the applicable “Call Measurement Periods”, see “Specific Terms of the Securities — UBS Call Right” beginning on page S-87.

Call Valuation Date: 

The “Call Valuation Date” means the date disclosed as such by UBS in its notice to holders (which may be provided via press release) of its exercise of the UBS Call Right.

Measurement Period / Market Value: 

The “Measurement Period” means the Final Measurement Period or the Call Measurement Period, as applicable.

The “Final Measurement Period” means:

(1) if the Market Value of Securities outstanding at the close of trading on the Index Business Day immediately preceding the Calculation Date is less than $25,000,000, the Calculation Date, subject to adjustments as described under “Specific Terms of the Securities — Market Disruption Event”;

(2) if the Market Value of Securities outstanding at the close of trading on the Index Business Day immediately preceding the Calculation Date is equal to or greater than $25,000,000, the four (4) Index Business Days from, and including, the Calculation Date, subject to adjustment as described under “Specific Terms of the Securities — Market Disruption Event.”

The “Call Measurement Period” means:

(1) if the Market Value of Securities outstanding at the close of trading on the Index Business Day immediately preceding the date of delivery by UBS of its notice to holders of its exercise of the UBS Call Right is less than $25,000,000, the Call Valuation Date, subject to adjustments as described under “Specific Terms of the Securities — Market Disruption Event.”; or

(2) if the Market Value of Securities outstanding at the close of trading on the Index Business Day immediately preceding the date of delivery by UBS of its notice to holders of its exercise of the UBS Call Right is equal to or greater than $25,000,000, the four (4) Index Business Days from and including the Call Valuation Date, subject to adjustments as described under “Specific Terms of the Securities — Market Disruption Event.”

In any notice to holders exercising the UBS Call Right, we will specify how many days are included in the Call Measurement Period.

The “Market Value” of the Securities outstanding as of the close of trading on the Index Business Day immediately preceding (a) the date of delivery by UBS of its notice to holders (which may be provided via press release) of its exercise of the UBS Call Right, or (b) the Calculation Date, will equal: (i) the Closing Indicative Value as of such Index Business Day, times (2) the number of

(cover continued on next page)

Securities outstanding as reported by BDCXSO on Bloomberg L.P. (or another source in the event that Bloomberg L.P. is unavailable).

Measurement Period Cash Amount: 


The Measurement Period Cash Amount represents the portion of the Current Principal Amount that has been converted to cash on any given day of an applicable Measurement Period and is no longer tracking the Index. At the close of trading of each Index Business day during a four-day Measurement Period, approximately 25% of the Current Principal Amount, on the calendar day immediately preceding the first day of the Measurement Period, will be deemed converted to cash and an applicable portion of the notional financing amount will separately be deemed converted to cash as well. After the close of trading on the final Index Business Day of an applicable four-day Measurement Period, the Measurement Period Cash Amount will represent the averaged value of the Current Principal Amount that was deemed converted to cash across the four-days of such Measurement Period. In case of a one-day Measurement Period, approximately 100% of the Current Principal Amount will be deemed converted to cash and an applicable amount of financing will separately be deemed converted to cash, at the close of trading of the first day of such Measurement Period.

The “Measurement Period Cash Amount” per Security, will be calculated as follows:

(1) $0.00 on any calendar day, to but excluding the first day of an applicable Measurement Period

(2) On the first day of an applicable one-day Measurement Period:

(a) At the close of trading on such Index Business Day, (the Current Principal Amount, on the immediately preceding calendar day, × Index Factor, on such Index Business Day)

(3) From and including the first day of an applicable four-day Measurement Period:

(a) At the close of trading on each Index Business Day during the applicable four-day Measurement Period, the Measurement Period Cash Amount on the immediately preceding calendar day, + (Current Principal Amount, on the calendar day immediately preceding the first day of such Measurement Period, × 0.25 × Index Factor, on such Index Business Day)

(b) On any calendar day during an applicable four-day Measurement Period that is not an Index Business Day, the Measurement Period Cash Amount on the immediately preceding Index Business Day

(4) On any calendar day after the last Index Business Day of an applicable Measurement Period, the Measurement Period Cash Amount on the last Index Business Day of such Measurement Period.

If the Securities undergo a split or reverse split, the Measurement Period Cash Amount will be adjusted accordingly.

Residual Factor: 

The Residual Factor is intended to approximate the percentage of the Current Principal Amount that is tracking the Index on any given day. The Residual Factor is relevant only during an applicable Measurement Period but otherwise is not a component of the Closing Indicative Value or Current Indicative Value formulas. At the close of trading on each Index Business Day during a four-day Measurement Period, approximately 25% of the Current Principal Amount and

(cover continued on next page)

the corresponding amount of financing will be deemed converted to cash. In case of a one-day Measurement Period, approximately 100% of the Current Principal Amount and the corresponding amount of financing will be deemed converted to cash.

The “Residual Factor” will be calculated as follows:

(1) 1.0 on any calendar day, to but excluding the first day of an applicable Measurement Period

(2) From and including the first day of an applicable four-day Measurement Period, (a) the number of Index Business Days from, but excluding, the date of determination to, and including, the last Index Business Day in such four-day Measurement Period, divided by (b) four.

For example, on the first Index Business Day in an applicable four-day Measurement Period, the Residual Factor will equal (3/4), on the second Index Business Day in an applicable four-day Measurement Period, the Residual Factor will equal (2/4), on the third Index Business Day in an applicable four-day Measurement Period, the Residual Factor will equal (1/4) and on the last Index Business Day in an applicable four-day Measurement Period, the Residual Factor will equal zero.

(3) On any calendar day from and including the last Index Business Day of an applicable Measurement Period, the Residual Factor will be equal to zero.

Index Closing Level: 

The “Index Closing Level” on any date of determination is the closing level of the Index as reported on Bloomberg L.P. (or another source in the event that Bloomberg L.P. is unavailable).

On any calendar day that is not an Index Business Day, the Index Closing Level will be equal to the Index Closing Level from the Index Business Day immediately preceding such calendar day.

536.663 is the Index Closing Level of the successor index on the Effective Date, as determined by the Security Calculation Agent.

Security Calculation Agent: 

UBS Securities LLC

Calculation Date: 

The Calculation Date represents the first Index Business Day of the Final Measurement Period.

The “Calculation Date” means June 2, 2050 unless such day is not an Index Business Day, in which case the Calculation Date will be the next Index Business Day, subject to adjustments.

Coupon Valuation Date: 

The “Coupon Valuation Date” means the 30th day of each March, June, September and December, of each calendar year during the term of the Securities or if such date is not an Index Business Day, then the first Index Business Day following such date, provided that the final Coupon Valuation Date will be the Calculation Date. The first Coupon Valuation Date will be June 30, 2020

Coupon Ex-Date: 

The “Coupon Ex-Date,” with respect to a Coupon Amount, means the first Coupon Business Day on which the Securities trade without the right to receive such Coupon Amount. Under current NYSE Arca practice, the Coupon Ex-Date will generally be the Coupon Business Day immediately preceding the applicable Coupon Record Date.

(cover continued on next page)

Coupon Record Date: 

The “Coupon Record Date” means the ninth Index Business Day following each Coupon Valuation Date. If such day is not a Coupon Business Day, the Coupon Record Date shall be the immediately preceding Coupon Business Day.

Coupon Payment Date: 

The “Coupon Payment Date” means the 15th Index Business Day following each Coupon Valuation Date, commencing on July 22, 2020, subject to adjustment. If such day is not a Coupon Business Day, the Coupon Payment Date shall be the following Coupon Business Day.

If the final Coupon Ex-Date occurs prior to the Maturity Date, but the final Coupon Payment Date otherwise occurs after the Maturity Date, in such case, the final Coupon Payment Date will be the Maturity Date, subject to adjustment.

Index Business Day: 

Index Business Day” means any day on which the Primary Exchange or market for trading of the Securities is scheduled to be open for trading.

Coupon Business Day: 

Coupon Business Day” means any Index Business Day other than an Index Business Day on which banking institutions in New York are not authorized or obligated by law, regulation or executive order to be open.

First Redemption Date: 

The “First Redemption Date” means the fourth Index Business Day immediately following the Initial Trade date, subject to adjustments.

Final Redemption Date: 

The “Final Redemption Date” means the fourth Index Business Day immediately preceding the Maturity Date, subject to adjustments.

Listing: 

The Securities are listed on NYSE Arca under the symbol “BDCX”. As long as an active secondary market exists, we expect that investors will purchase and sell the Securities primarily in this secondary market.

Intraday Indicative Value Symbol of the Securities: 

The Closing Indicative Value of the Securities and the intraday indicative value of the Securities will be published on each Index Business Day under the ticker symbols:

BDCXIV (Bloomberg); ^BDCX-IV (Yahoo! Finance)

Intraday Index Value: 

The “Intraday Index Value” means the value, as calculated by the Index Calculation Agent, of the Index, as published by Bloomberg under the symbol “MVBIZD”

Split or Reverse Split of the Securities: 


We may, at any time in our sole discretion, initiate a split or reverse split of your Securities. If we decide to initiate a split or reverse split, as applicable, such date shall be deemed to be the “
announcement date”, and we will issue a notice to holders of the Securities and press release announcing the split or reverse split, specifying the effective date of the split or reverse split. The record date for any split or reverse split will be the tenth Business Day after the announcement date, and the effective date will be the next Business Day after the record date. In the event of a split or reverse split, the Current Principal Amount, Closing Indicative Value, Current Indicative Value, Accrued Fees, Accrued Dividends, Coupon Amount, Measurement Period Cash Amount and other relevant terms of the Securities will be adjusted accordingly. See “Valuation of the Index and the Securities — Split or Reverse Split of the Securities” beginning on page S-71.

Related Definitions: 

See “Specific Terms of the Securities — Coupon Payment” beginning on page S-73 for the definitions of “record date,” and “ex-dividend date.”

See “Specific Terms of the Securities — Cash Settlement Amount at Maturity” beginning on page S-75 for the definitions of “Index Calculation Agent,”

(cover continued on next page)

London Business DayandPrimary Exchange.

See “Specific Terms of the Securities — Early Redemption at the Option of the Holders” beginning on page S-84 for the definitions of “Redemption Valuation Date” and “Redemption Date.”

CUSIP Number: 

90269A260

ISIN Number: 

US90269A2603

 

(cover continued on next page)

 

On the Initial Trade Date, we sold $25,000,000 aggregate Stated Principal Amount of Securities (1,000,000 Securities) to UBS Securities LLC at 100% of their aggregate Stated Principal Amount. After the Initial Trade Date, from time to time we may sell a portion of these Securities and issue and sell additional Securities at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices. We expect to receive proceeds equal to 100% of the offering price at which the Securities are sold, less any commissions paid to UBS Securities LLC. The Securities may be sold at a price that is higher or lower than the Stated Principal Amount. UBS Securities LLC may charge normal commissions with any purchase or sale of the Securities and may also receive a portion of the Accrued Fees. For any Securities it sells, UBS Securities LLC may charge institutional investors transacting directly with it, a creation fee. This creation fee may vary over time at UBS’s discretion.

Please see “Supplemental Plan of Distribution” on page S-110 for more information.

We may use this prospectus supplement in the initial sale of the Securities. In addition, UBS Securities LLC or another of our affiliates may use this prospectus supplement in market-making transactions in any Securities after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale or in a notice delivered at the same time as the confirmation of sale, this prospectus supplement is being used in a market-making transaction.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, 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 Regulation (EU) 2017/1129. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS

The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

 

+ This Amendment No. 1 to the prospectus supplement dated July 30, 2021 is being filed for the purpose of updating (i) “MarketVector US Business Development Companies Liquid Index” and clarifying the name of the Index accordingly, (ii) certain Risk Factor, Financing Rate and other disclosures for the passage of time and (iii) clarifying certain disclosures for consistency. Otherwise all terms of the Securities remain as stated in the original prospectus supplement

 

 

 

This prospectus supplement contains the specific financial and other terms that apply to the securities being offered herein. Terms that apply generally to all our Medium-Term Notes, Series B, are described under “Description of Debt Securities We May Offer” in the accompanying prospectus. The terms described in this prospectus supplement) modify or supplement those described in the accompanying prospectus and, if the terms described in this prospectus supplement are inconsistent with those described in the accompanying prospectus, the terms described in this prospectus supplement are controlling. The contents of any website referred to in this prospectus supplement are not incorporated by reference in this prospectus supplement or the accompanying prospectus.

You may access the accompanying prospectus dated May 27, 2022 at: https://www.sec.gov/Archives/edgar/data/1114446/000119312522162430/d632731d424b3.htm

We have not authorized anyone to provide you with information other than the information incorporated by reference or provided in this prospectus supplement or the accompanying prospectus. We are not making an offer of these Securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front of the document.

TABLE OF CONTENTS

Prospectus Supplement

 

Prospectus Supplement Summary

S-1

Hypothetical Examples

S-19

Risk Factors

S-34

MarketVector US Business Development Companies Liquid Index

S-60

Valuation of the Index and the Securities

S-70

Specific Terms of the Securities

S-73

Use of Proceeds and Hedging

S-100

Material U.S. Federal Income Tax Consequences

S-101

Benefit Plan Investor Considerations

S-108

Supplemental Plan of Distribution

S-110

Notice of Early Redemption

A-1

Broker’s Confirmation of Redemption

B-1

 

Prospectus

 

Introduction

1

Cautionary Note Regarding Forward-Looking Statements

3

Incorporation of Information About UBS AG

4

Where You Can Find More Information

5

Presentation of Financial Information

6

Limitations on Enforcement of U.S. Laws Against UBS AG, Its Management and Others

6

UBS

6

Swiss Regulatory Powers

9

Use of Proceeds

10

Description of Debt Securities We May Offer

10

Description of Warrants We May Offer

31

Legal Ownership and Book-Entry Issuance

47

Considerations Relating to Indexed Securities

52

Considerations Relating to Floating Rate Securities

55

Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency

57

U.S. Tax Considerations

59

Tax Considerations Under the Laws of Switzerland

70

Benefit Plan Investor Considerations

72

Plan of Distribution

73

Validity of the Securities

76

Experts

76

 

 

Prospectus Supplement Summary

The following is a summary of terms of the Securities, as well as a discussion of factors you should consider before purchasing the Securities. The information in this section is qualified in its entirety by the more detailed explanations set forth elsewhere in this prospectus supplement and in the accompanying prospectus. Please note that references to “UBS”, “we”, “our” and “us” refer only to UBS AG and not to its consolidated subsidiaries and that, unless otherwise indicated, references to time are to New York City time.

We may, without your consent, create and issue additional securities having the same terms and conditions as the Securities. We may suspend, slow or cease sales of the Securities at any time for any reason, at our discretion, or resume sales of such Securities, or we may condition our acceptance of a market maker’s, other market participant’s or investor’s offer to purchase Securities on it agreeing to purchase certain exchange traded notes issued by UBS or enter into certain transactions consistent with our hedging strategy, including but not limited to swaps, over the counter (“OTC”) derivatives, listed options, or securities, any of which could materially and adversely affect the trading price and liquidity of such Securities in the secondary market. For more information about the plan of distribution and possible market-making activities, see “Supplemental Plan of Distribution” on page S-110 of this prospectus supplement and “Plan of Distribution” in the accompanying prospectus. We may consolidate the additional securities to form a single class with any outstanding Securities. In addition, we may slow or suspend sales of the Securities at any time for any reason, which could affect the liquidity of the market for such Securities.

This section summarizes the following aspects of the Securities:

- What are the Securities and how do they work?

- How do you redeem your Securities?

- What are some of the risks of the Securities?

- Is this the right investment for you?

- Who calculates and publishes the Index?

- Can you tell me more about the effect of the hedging activity of UBS and its affiliates?

- What are the tax consequences of owning the Securities?

What are the Securities and how do they work?

The Securities are senior unsecured medium-term notes issued by UBS that provide a 1.5 times leveraged return linked to the compounded quarterly performance (unless a Permanent Deleveraging Event has occurred, in which case such long exposure will be based on the subsequent unleveraged performance) of the MarketVector US Business Development Companies Liquid Index (the “Index”), which was renamed from “MVIS US Business Development Companies Index” effective after market close on June 16, 2023. The Index is the successor index to the Wells Fargo Business Development Company Index following the discontinuation of publication of such index, effective after market close on July 30, 2021. Accrued Fees associated with the Securities will reduce the return and any amounts on the Securities. These Accrued Fees are the Accrued Tracking Fee, which accrues daily and is calculated based on the Daily Tracking Fee, and the Accrued Financing Fee, which represents the fees associated with replicating a leveraged investment, each as defined on the cover pages of this prospectus supplement. Because the return is leveraged, if the Index level increases over any calendar quarter (a “beneficial quarterly performance”), the return on the Index for the Securities, as measured by the Current Principal Amount, will increase by 1.5 times the movement of the Index (before taking into

S-1

 

account the Accrued Fees). Similarly, if the Index level decreases over any calendar quarter (an “adverse quarterly performance”), the return on the Index for the Securities, as measured by the Current Principal Amount, will decrease by 1.5 times the movement of the Index (before taking into account the Accrued Fees). To ensure that a relatively consistent degree of leverage is applied to the performance of the Index, the “Current Principal Amount” is reset quarterly or more frequently upon the occurrence of a Loss Rebalancing Event, which will have the effect of resetting the then-current leverage to approximately 1.5. If a Permanent Deleveraging Event occurs, the leverage of the Securities will be permanently reset to 1.0 for the remaining term of the Securities. A leveraged investment entails risks that are different in certain respects from an unleveraged investment. For a discussion of leverage, see “— Leveraged Investment Returns” below and for a discussion of the risks related to an investment in the Securities, including leverage risks, see “Risk Factors” beginning on page S-34. In addition, the Securities may be automatically accelerated upon the occurrence of a Zero Value Event and may be redeemed prior to the Maturity Date by UBS, at its option, as described below under “— Automatic Acceleration Upon Zero Value Event” and “— UBS Call Right.”

The Securities may pay a quarterly Coupon Amount based on distributions made with respect to the Index Constituent Securities as discussed below.

Unlike ordinary debt securities, the Securities do not guarantee any return of principal at maturity or call, or upon early redemption or acceleration upon the occurrence of a Zero Value Event. You may lose all or a substantial portion of your initial investment. In addition, you are not guaranteed any coupon payment. Because the amount of any Coupon Amount is uncertain and could be zero, you should not expect to receive regular quarterly coupon payments.

The Index

The Index is intended to measure the performance of the largest and most liquid companies which are treated as business development companies and are incorporated in the United States. On January 23, 2023, the Index Sponsor announced a restructuring of the Index to create two versions with different weighting schemes. As described by the Index Sponsor, Version 2 of the Index has a 4.5%/20%/50% weighting scheme, no ticker changes, and a name change to “MarketVector US Business Development Companies Liquid Index”. The Securities will track Version 2 of the Index effective after the close of the business on June 16, 2023. The Index is a registered trademark of Van Eck Associates Corporation and has been licensed to UBS for use in connection with the Securities. For a detailed description of the Index, see “MarketVector US Business Development Companies Liquid Index” beginning on page S-60. Previously, on April 26, 2021, the Security Calculation Agent announced that, pursuant to the terms of the Securities, it determined that the Index was comparable to the Wells Fargo Business Development Company Index and approved the Index as the successor index for the Securities following the discontinuation of publication of such index, effective after market close on July 30, 2021.

We refer to the business development companies (“BDCs”) included in the Index as the “Index Constituent Securities.”

Leveraged Investment Returns

The Securities seek to approximate the quarterly returns that might be available to investors through a leveraged “long” investment in the Index Constituent Securities. A leveraged “long” investment strategy involves the practice of borrowing money from a third party lender at an agreed-upon rate of interest (e.g. in a margin account at a brokerage) and using the borrowed money together with investor capital to purchase assets (e.g., equity securities). A leveraged long investment strategy terminates with the sale of the underlying assets and repayment of the loan to the third party lender, provided that the proceeds of the sale of underlying assets are sufficient to repay the loan. By implementing a leveraged strategy, the leveraged investor seeks to benefit from an anticipated increase in the value of the assets between the purchase and sale of such assets, and assumes that the increase in value of the underlying assets will exceed the cumulative interest due to the third party lender over the term of the loan. A leveraged investor will incur a loss if the value of the assets does not increase sufficiently to cover payment of the

S-2

 

interest. In order to seek to replicate a leveraged “long” investment strategy in the Index Constituent Securities, the Securities provide that each $1 invested by investors on the Initial Trade Date is leveraged through a notional loan of $0.50 on the Initial Trade Date. Investors are thus considered to have notionally borrowed $0.50, which, together with the $1 invested, represents a notional investment of $1.50 in the Index Constituent Securities on the Initial Trade Date. During the term of your Securities, the notional loan amount, which is 0.5 times the Current Principal Amount, accrues financing charges for the benefit of UBS referred to as the Accrued Financing Fee, which seeks to represent the daily amount of interest that leveraged investors might incur (e.g. interest on a margin loan) if they sought to borrow funds at a similar rate from a third-party lender. Upon maturity, call, acceleration upon the occurrence of a Zero Value Event or redemption, the total leveraged investment in the Index Constituent Securities is notionally sold at the then-current values of the Index Constituent Securities, and the investor then notionally repays UBS an amount equal to the principal of the notional loan plus accrued interest. The payment at maturity, call, acceleration upon the occurrence of a Zero Value Event or redemption under the Securities, therefore, generally represents the profit or loss that the investor would receive by applying a leveraged “long” investment strategy, after taking into account, and making assumptions for, the accrued financing fees that are commonly present in such leveraged “long” investment strategies.

In order to mitigate the risk to UBS that the value of the Index Constituent Securities is not sufficient to repay the principal and Accrued Financing Fee of the notional loan, if the Intraday Index Value on any Index Business Day (other than an Excluded Day) decreases by 15% in value from the Last Reset Index Closing Level, a Loss Rebalancing Event (as defined below) will occur and the Current Principal Amount will be reset in order to deleverage the Securities with the intent of resetting the then-current leverage to approximately 1.5, as described under “Specific Terms of the Securities — Loss Rebalancing Events.” In addition, in order to further mitigate such risk to UBS, if the Intraday Index Value on any Index Business Day (other than an Excluded Day) decreases by 50% or more in value from the Last Reset Index Closing Level, a Permanent Deleveraging Event (as defined below) will occur and the Current Principal Amount will be reset over a period of two Index Business Days, with the aim of permanently resetting the then-current leverage to 1.0, as described under “Specific Terms of the Securities — Permanent Deleveraging Event” beginning on page S-90. Following the occurrence of a Permanent Deleveraging Event, the Accrued Financing Fee will equal zero for the remaining life of the Securities because there will no longer be any notionally borrowed money. A Permanent Deleveraging Event is expected to occur only in the narrow window of time between the occurrence of a Loss Rebalancing Event and completion of the leverage reset to 1.5 at the end of the Loss Rebalancing Valuation Date.

In addition, in order to further mitigate such risk to UBS, if the Intraday Index Value on any Index Business Day (other than an Excluded Day) decreases by 66.66667% or more in value from the Last Reset Index Closing Level, a Zero Value Event (as defined below) will occur and the Securities will be automatically accelerated and mandatorily redeemed by UBS, as described under “Specific Terms of the Securities — Automatic Acceleration Upon Zero Value Event” beginning on page S-88. A Zero Value Event is expected to occur only in the narrow window of time between the occurrence of a Permanent Deleveraging Event and completion of the leverage reset to 1.0 at the end of the Second Permanent Deleveraging Valuation Date.

The Accrued Financing Fee seeks to compensate UBS for providing investors with a leveraged participation in movements of the Index and is intended to approximate the financing costs that investors may have otherwise incurred had they sought to borrow funds at a similar rate from a third party to invest in the Index. These charges accrue and compound during the applicable period, and will reduce any amount that you will be entitled to receive at maturity, early redemption, call or acceleration upon the occurrence of a Zero Value Event. The Accrued Financing Fees will be calculated as described under “Specific Terms of the Securities — Cash Settlement Amount at Maturity” beginning on page S-75.

Payment at Maturity, UBS Call, upon Early Redemption, or Automatic Acceleration Upon Zero Value Event

The Securities do not guarantee any return of principal at, or prior to, maturity or call, or upon early redemption or acceleration upon the occurrence of a Zero Value Event. Instead, you will receive a cash

S-3

 

payment per Security based on the 1.5 times leveraged compounded quarterly performance of the Index (unless a Permanent Deleveraging Event has occurred in which case such exposure will become unleveraged) reduced by the Accrued Fees and, if applicable, a Redemption Fee Amount.

Positive or negative quarterly changes in the Index Closing Level will not solely determine the return on your Securities due to the combined effects of leverage, quarterly (or more frequent) compounding and any applicable fees and financing charges.

Because the Current Principal Amount is reset each quarter, the Securities do not offer a return based on the simple performance of the Index from the Initial Trade Date to the Maturity Date. Instead, the amount you receive at maturity or call, or upon early redemption, or acceleration upon the occurrence of a Zero Value Event, will be contingent upon the quarterly compounded 1.5 times leveraged long performance (unless a Permanent Deleveraging Event has occurred, in which case such long exposure will be based on the subsequent unleveraged performance) of the Index during the term of the Securities, subject to the negative effect of the Accrued Fees (and, in the case of early redemption, the Redemption Fee Amount). Accordingly, even if over the term that you hold the Securities the level of the Index has increased, there is no guarantee that you will receive at maturity or call, or upon early redemption, or acceleration upon the occurrence of a Zero Value Event, your initial investment back or any return on that investment. This is because the amount you receive at maturity or call, or upon an early redemption, or acceleration upon the occurrence of a Zero Value Event depends on how the Index has performed in each quarter on a compounded, leveraged basis prior to maturity or call, or upon an early redemption, or acceleration upon the occurrence of a Zero Value Event, and consequently, how the Current Principal Amount has been reset in each quarter. In particular, significant adverse quarterly performances for your Securities may not be offset by any beneficial quarterly performances of the same magnitude. If a Permanent Deleveraging Event occurs, the leverage of the Securities will be permanently reset to 1.0 for the remaining term of the Securities. You will not receive the benefit from, or be exposed to leveraged returns with respect to the Securities following a Permanent Deleveraging Event. The occurrence of Loss Rebalancing Events will result in more frequent than quarterly compounding.

Initially, the Current Principal Amount is equal to $25.00 per Security. At the start of each subsequent calendar quarter (or more frequently upon the occurrence of a Loss Rebalancing Event or Permanent Deleveraging Event), the Current Principal Amount is reset by applying the Index Factor to the previous Current Principal Amount (unless a Permanent Deleveraging Event has occurred).

For example, if for the quarter ending on the last Index Business Day in July the Current Principal Amount as of the Quarterly Reset Valuation Date in July is $20 and the Index Factor as of the Quarterly Reset Valuation Date for such quarter is equal to 0.90, the Current Principal Amount for the quarter beginning on the first Index Business Day in August will equal $18 before deducting the Accrued Fees. Subsequently, the Index Factor as of the Quarterly Reset Valuation Date for the quarter ending on the last Index Business Day in October will be applied to the Current Principal Amount as of the Quarterly Reset Valuation Date for such quarter to derive the Current Principal Amount for the quarter beginning on the first Index Business Day in November. This example does not take into account the effect of a Loss Rebalancing Event, which would reset the Current Principal Amount intra-quarter as described under “Specific Terms of the Securities — Loss Rebalancing Events” (unless a Permanent Deleveraging Event has occurred in which case such exposure will be reset to 1.0).

The Current Principal Amount is reset each calendar quarter to ensure that a consistent degree of leverage is applied to any performance of the Index. If the Current Principal Amount is reduced by an adverse quarterly performance, the Index Factor of any further adverse quarterly performance will lead to a smaller dollar loss when applied to that reduced Current Principal Amount than if the Current Principal Amount were not reduced. Equally, however, if the Current Principal Amount increases, the dollar amount lost for a certain level of adverse quarterly performance will increase correspondingly (unless a Permanent Deleveraging Event has occurred in which case such exposure will become unleveraged).

Resetting the Current Principal Amount also means that the dollar amount that may be gained from any beneficial quarterly performance will be contingent upon the Current Principal Amount. The higher the

S-4

 

Current Principal Amount, the larger the absolute gain you will accrue from any beneficial quarterly performance. Conversely, as the Current Principal Amount is reduced towards zero, the dollar amount to be gained from any beneficial quarterly performance will decrease correspondingly. If the Securities undergo a split or reverse split, the Current Principal Amount of the Securities will be adjusted accordingly.

The below illustrative examples demonstrate how the leverage, deemed financing amount and Current Principal Amount (“CPA”) are reset on a Quarterly Reset Valuation Date in circumstances where (a) the Index Closing Level has increased from the Last Reset Index Closing Level, and (b) the Index Closing Level has decreased from the Last Reset Index Closing Level. For the ease of analysis and presentation, no Daily Fees or Daily Dividends are accrued and no Coupons are assumed to be paid in the example.

Illustrative Example A:

Illustrative Example B:

In addition, the calculation of the Daily Dividend that a holder of the Securities could accrue depends on the Current Principal Amount, as described in more detail in “Specific Terms of the Securities — Coupon Payment” beginning on page S-73. As a result, any increase or decrease in the Index Closing Level on any Reset Valuation Date as compared to the most recent Last Reset Index Closing Level will result in a

S-5

 

significantly greater corresponding increase or decrease in the Current Principal Amount, and therefore a greater increase or decrease in the potential Coupon Amount, than if your Securities did not contain a leverage component.

The Current Principal Amount may be reset more frequently than quarterly upon the occurrence of a Loss Rebalancing Event. A Loss Rebalancing Event will have the effect of deleveraging your Securities with the aim of resetting the then-current leverage to approximately 1.5. This means that after a Loss Rebalancing Event, a constant percentage increase in the Index Closing Level will have less of a positive effect on the value of your Securities relative to before the occurrence of the Loss Rebalancing Event.

If a Permanent Deleveraging Event occurs, your Securities will be deleveraged with the aim of permanently resetting over two Index Business Days, the then-current leverage to 1.0. This means that after a Permanent Deleveraging Event, a constant percentage increase in the Index Closing Level will have less of a positive effect on the value of your Securities relative to before the occurrence of the Permanent Deleveraging Event.

For each Security, unless earlier called, redeemed or accelerated upon Zero Value Event, you will receive at maturity a cash payment equal to the Closing Indicative Value of the Securities on the last Index Business Day in the Final Measurement Period. We refer to this payment as the “Cash Settlement Amount.” If the amount so calculated is equal to or less than zero, the payment at maturity will be zero.

The “Closing Indicative Value” per Security will be calculated as follows:

(a) On the Initial Trade Date, $25.00 per Security;

(b) On any other calendar day, prior to the first day of an applicable Measurement Period, an amount per Security equal to:

(Current Principal Amount on the immediately preceding calendar day x Index Factor) – Accrued Fees + Accrued Dividend

(c) From and including the first day of an applicable Measurement Period, an amount per Security equal to:

(Current Principal Amount, on the calendar day immediately preceding the first day of the Measurement Period × Index Factor × Residual Factor) – Accrued Fees + Accrued Dividend + Measurement Period Cash Amount

(d) The minimum value of the Closing Indicative Value on any calendar day will be zero.

You may lose all or a substantial portion of your investment at maturity. The combined negative effect of the Accrued Fees will reduce your final payment. If the compounded leveraged quarterly return of the Index (or the unleveraged return of the Index, following a Permanent Deleveraging Event) is insufficient to offset the negative effect of the Accrued Fees (less any Coupon Amounts you may be entitled to receive), or if the compounded leveraged quarterly return of the Index (or the unleveraged return of the Index, following a Permanent Deleveraging Event) is negative, you may lose all or a substantial portion of your investment at maturity. The occurrence of Loss Rebalancing Events will result in more frequent than quarterly compounding.

Illustrative Example C:

The below illustrative example demonstrates how the Closing Indicative Value is calculated on each day during a 4-day Measurement Period. For the ease of analysis and presentation in the example, (a) no Daily Fees or Daily Dividends are accrued, (b) no Coupons are assumed to be paid, (c) Accrued Fees and Accrued Dividends are equal to zero on all days of the Measurement Period, (d) the Index Business

S-6

 

Day immediately preceding the first day of the Measurement Period is a Reset Valuation Date, and (e) the Index Closing Level remains unchanged from the Last Reset Index Closing Level until the end of the Measurement Period.

See “Specific Terms of the Securities — Cash Settlement Amount at Maturity” beginning on page S-75.

We may call the Securities prior to the Maturity Date pursuant to our Call Right and, upon the occurrence of a Zero Value Event, the Securities will be automatically accelerated and mandatorily redeemed by UBS. See “Specific Terms of the Securities — UBS Call Right” beginning on page S-87 and “Specific Terms of the Securities — Automatic Acceleration Upon Zero Value Event” beginning on page S-88.

Coupon Payments

The Securities may pay a quarterly coupon during their term. For each Security you hold on the applicable Coupon Record Date, you will receive on each Coupon Payment Date an amount in cash equal to the Coupon Amount, if any (the “Coupon Amount”). The Coupon Amount is equal to: (a) on any calendar day that is not a Coupon Ex-Date, zero; and (b) on any calendar day that is a Coupon Ex-Date, an amount per Security equal to the Accrued Dividend on the Coupon Valuation Date immediately preceding such Coupon Ex-Date. If the Accrued Dividend on such Coupon Valuation Date is zero or less, you will not receive any Coupon Amount on the related Coupon Payment Date. The final Coupon Amount will be included in the Cash Settlement Amount if on the last Index Business Day in the Final Measurement Period the Coupon Ex-Date with respect to the final Coupon Amount has not yet occurred. If the final Coupon Ex-Date occurs prior to the Maturity Date, but the final Coupon Payment Date otherwise occurs after the Maturity Date, in such case, the final Coupon Payment Date will be the Maturity Date, subject to adjustment.

As described under “Specific Terms of the Securities — Coupon Payments” the Coupon Amount is determined based on the gross cash distributions that a hypothetical holder of the Index Constituent Securities would receive in proportion to the weights of the Index Constituent Securities in the Index on the “record date”, and the number of Index Constituent Securities deemed held by the Securities depends in part on the Current Principal Amount. If the Current Principal Amount decreases, the Securities are deemed to hold fewer units of each Index Constituent Security. The Current Principal Amount is reset on every Reset Valuation Date, in each case, with the intent of resetting the then-current leverage to approximately 1.5 or 1.0 based on the Index Performance Ratio. As a result, decreases in the Current Principal Amount may result in a reduction in the Coupon Amount even if the gross cash distributions on the Index Constituent Securities remain constant or increase over time. Following a Permanent

S-7

 

Deleveraging Event, the Coupon Amount that you receive on any Coupon Payment Date will be less than the Coupon Amount you would have otherwise received if a Permanent Deleveraging Event had not occurred, even if gross cash distributions on the Index Constituent Securities remains constant.

Unlike ordinary debt securities, the Securities do not guarantee any coupon payment.

See “Specific Terms of the Securities — Coupon Payment” beginning on page S-73.

UBS Call Right

On any Index Business Day through and including the Maturity Date (the “Call Settlement Date”), UBS may at its option redeem all, but not less than all, issued and outstanding Securities. To exercise its call right, UBS must provide notice (which may be provided via press release) to the holders of the Securities not less than eighteen (18) calendar days prior to the Call Settlement Date specified by UBS in such notice. In the event UBS exercises this call right, you will receive a cash payment equal to the Call Settlement Amount, which will be calculated as described herein and paid on the Call Settlement Date. See “Specific Terms of the Securities — UBS Call Right” beginning on page S-87.

Loss Rebalancing Events

A “Loss Rebalancing Event” occurs if, at any time, the Intraday Index Value on an Index Business Day (other than an Excluded Day) decreases by 15% or more in value from the Last Reset Index Closing Level. A Loss Rebalancing Event will have the effect of deleveraging your Securities with the aim of resetting the then current leverage to approximately 1.5. After a Loss Rebalancing Event, a constant percentage increase in the Index Closing Level will have less of a positive effect on the value of your Securities relative to before the occurrence of the Loss Rebalancing Event.

See “Specific Terms of the Securities — Loss Rebalancing Events” beginning on page S-90.

Illustrative Example D:

The below illustrative example demonstrates how the deemed financing amount and Current Principal Amount (“CPA”) are reset on a Reset Valuation Date following a Loss Rebalancing Event triggered in circumstances where the Intraday Index Value has decreased by 15% or more in value on a single Index Business Day. For the ease of analysis and presentation in the example, (a) no Daily Fees or Daily Dividends are accrued, (b) no Coupons are assumed to be paid, (c) the decrease in the Intraday Index Value occurs on a single day, (d) the Intraday Index Value decreases by 15% or more prior to 3:15 p.m., and (e) the Loss Rebalancing Valuation Date is on the next Index Business Day after the last Reset Valuation Date.

S-8

 

Permanent Deleveraging Event

If, at any time, the Intraday Index Value on any Index Business Day (other than an Excluded Day) decreases by 50% or more in value from the Last Reset Index Closing Level (a “Permanent Deleveraging Event”), your Securities will be deleveraged with the aim of permanently resetting over two Index Business Days, the then-current leverage to 1.0. The leverage at the end of the First Permanent Deleveraging Valuation Date is reset to approximately 1.5 and the leverage at the end of the Second Permanent Deleveraging Valuation Date is reset to 1.0. This means that after a Permanent Deleveraging Event, a constant percentage increase in the Index Closing Level will have less of a positive effect on the value of your Securities relative to before the occurrence of the Permanent Deleveraging Event.

A Permanent Deleveraging Event is expected to occur only in the narrow window of time between the occurrence of a Loss Rebalancing Event and completion of the leverage reset to 1.5 at the end of the Loss Rebalancing Valuation Date.

In the event that a Permanent Deleveraging Event has occurred, UBS will issue a press release before 9:00 a.m. on the Index Business Day immediately following the date on which the Permanent Deleveraging Event occurred, announcing the Permanent Deleveraging Event and notifying you of the Permanent Deleveraging Valuation Dates.

See “Specific Terms of the Securities — Permanent Deleveraging Event” beginning on page S-90.

Illustrative Example E:

The below illustrative example demonstrates how the deemed financing amount, leverage and Current Principal Amount (“CPA”) are reset over two Index Business Days following a Permanent Deleveraging Event triggered in circumstances where the Intraday Index Value has decreased by 50% or more in value on a single Index Business Day. For the ease of analysis and presentation in the example, (a) no Daily Fees or Daily Dividends are accrued, (b) no Coupons are assumed to be paid, (c) the decrease in the Intraday Index Value occurs on a single day, (d) the Intraday Index Value decreases by 50% or more prior to 3:15 p.m. EST, (e) the First Permanent Deleveraging Valuation Date is on the next Index Business Day after the last Reset Valuation Date, and (f) Index Closing Level remains unchanged between the close of trading on the First Permanent Deleveraging Valuation Date and the Second Permanent Deleveraging Valuation Date.

S-9

 

Automatic Acceleration Upon Zero Value Event

If, at any time, the Intraday Index Value on any Index Business Day (other than an Excluded Day) decreases by 66.66667% or more in value from the Last Reset Index Closing Level (a “Zero Value Event”), all issued and outstanding Securities will be automatically terminated and mandatorily redeemed by UBS. From immediately after the Zero Value Event and on all future calendar days, the Index Factor and Current Principal Amount will be equal to zero and you will receive the Measurement Period Cash Amount plus the Accrued Dividend, minus the Accrued Fees, which will be fixed at their respective values on the Zero Value Event date and will stay unchanged on all future calendar days. Such amount may be zero. You will not benefit from any future exposure to the Index after the occurrence of a Zero Value Event. Upon the occurrence of a Zero Value Event, investors will likely lose all or substantially all of their investment.

A Zero Value Event is expected to occur only in the narrow window of time between the occurrence of a Permanent Deleveraging Event and completion of the leverage reset to 1.0 at the end of the Second Permanent Deleveraging Valuation Date.

In the event that a Zero Value Event has occurred, UBS will issue a press release shortly after the event and will specify the relevant Zero Value Settlement Date and the Zero Value Settlement Amount in respect of your investment in the Securities. The Securities will be suspended from trading intra-day shortly after the event occurs and will likely not be open for trading again on NYSE Arca before the Zero Value Settlement Date.

If a Zero Value Event occurs, you will receive on the Zero Value Settlement Date only the Zero Value Settlement Amount in respect of your investment in the Securities, and such amount may be zero. The “Zero Value Settlement Date” will be the third Index Business Day following the date on which the Zero Value Event occurred. See “Specific Terms of the Securities — Automatic Acceleration Upon Zero Value Event” beginning on page S-88.

Illustrative Example F:

The below illustrative example demonstrates how the deemed financing amount, leverage and Current Principal Amount (“CPA”) are reset following a Zero Value Event triggered in circumstances where the Intraday Index Value has decreased by 66.66667% or more in value on a single Index Business Day. For the ease of analysis and presentation in the example, (a) no Daily Fees or Daily Dividends are accrued, (b) no Coupons are assumed to be paid, (c) the decrease in the Intraday Index Value occurs on a single day, and (d) the Zero Value Event occurs on the next Index Business Day after the last Reset Valuation Date.

S-10

 

How do you redeem your Securities?

Early Redemption

You may elect to require UBS to redeem your Securities, in whole or in part, prior to the Maturity Date on any Index Business Day through and including the Final Redemption Date, subject to a minimum redemption amount of at least 50,000 Securities. To satisfy the minimum redemption amount, your broker or other financial intermediary may bundle your Securities for redemption with those of other investors to reach this minimum amount of 50,000 Securities; however, there can be no assurance that they can or will do so. UBS reserves the right from time to time to waive this minimum redemption amount in its sole discretion on a case-by-case basis. You should not assume you will be entitled to any such waiver.

If you elect to have your Securities redeemed and have done so under the redemption procedures described under “Specific Terms of the Securities — Redemption Procedures,” beginning on page S-86, you will receive payment for your Securities on the second Index Business Day following the applicable Redemption Valuation Date (the “Redemption Date”). The First Redemption Date will be the fourth Index Business Day immediately following the Initial Trade Date and the Final Redemption Date will be the fourth Index Business Day immediately preceding the Maturity Date, subject to adjustments. In addition, if a call notice has been issued, the last Redemption Valuation Date will be the fourth Index Business Day prior to the Call Settlement Date, as applicable. If a Zero Value Event occurs, the last Redemption Date will be the date on which the Zero Value Event occurred.

The Redemption Valuation Date is the first Index Business Day following the date the applicable redemption notice and redemption confirmation, each as described under “Specific Terms of the Securities — Early Redemption at the Option of the Holders,” are delivered, except that UBS reserves the right from time to time to accelerate, in its sole discretion on a case-by-case basis, the Redemption Valuation Date to the date on which it receives the notice of redemption rather than the following Index Business Day. You should not assume you will be entitled to any such acceleration. Any applicable Redemption Valuation Date is subject to adjustment as described under “Specific Terms of the Securities — Market Disruption Event” beginning on page S-92.

Upon early redemption, you will receive per Security a cash payment on the relevant Redemption Date equal to the Redemption Amount, calculated as described under “Specific Terms of the Securities — Early Redemption at the Option of the Holders” beginning on page S-84.

You may lose all or a substantial portion of your investment upon early redemption. The combined negative effect of the Accrued Fees and the Redemption Fee Amount will reduce your final payment. If the compounded leveraged quarterly return of the Index (or the unleveraged

S-11

 

return of the Index, following a Permanent Deleveraging Event) is insufficient to offset the negative effect of the Accrued Fees and the Redemption Fee Amount (less any Coupon Amounts you may be entitled to receive as of the Redemption Valuation Date), or if the compounded leveraged quarterly return of the Index (or the unleveraged return of the Index, following a Permanent Deleveraging Event) is negative, you may lose all or a substantial portion of your investment upon early redemption. The occurrence of Loss Rebalancing Events will result in more frequent than quarterly compounding.

We may call the Securities prior to the Maturity Date pursuant to our Call Right and, upon the occurrence of a Zero Value Event, the Securities will be automatically accelerated and mandatorily redeemed by UBS. See “Specific Terms of the Securities — UBS Call Right” beginning on page S-87 and “Specific Terms of the Securities — Automatic Acceleration Upon Zero Value Event” beginning on page S-88.

Redemption Procedures

To redeem your Securities prior to the Maturity Date, you must instruct your broker or other person through whom you hold your Securities to deliver a notice of redemption (“Redemption Notice”), which is attached to this Prospectus Supplement as Annex A, to UBS by email no later than 12:00 noon (New York City time) on the Index Business Day on which you elect to exercise your redemption right and you and your broker or other person through whom you hold your Securities must follow the procedures described herein. If you fail to comply with these procedures, your notice will be deemed ineffective.

If your DTC custodian or your brokerage firm is not a current UBS customer, UBS will be required to on-board such DTC custodian or brokerage firm, in compliance with its internal policies and procedures, before it can accept your Redemption Notice, your Redemption Confirmation or otherwise process your redemption request. This on-boarding process may delay your Redemption Valuation Date and Redemption Date. Furthermore, in certain circumstances, UBS may be unable to on-board your DTC custodian or your brokerage firm.

See “Specific Terms of the Securities — Redemption Procedures” beginning on page S-86 and “Description of the Debt Securities We May Offer — Redemption and Repayment” in the accompanying prospectus.

What are some of the risks of the Securities?

An investment in the Securities involves risks. Selected risks are summarized here, but we urge you to read the more detailed explanation of risks described under “Risk Factors” beginning on page S-34.

You may lose all or a substantial portion of your investment — The Securities do not guarantee any return on your initial investment. The Securities are fully exposed to 1.5 times any quarterly decline in the level of the Index. If the compounded leveraged quarterly return of the Index is insufficient to offset the negative effect of the Accrued Fees and the Redemption Fee Amount, if applicable (less any Coupon Amounts you may be entitled to receive), or if the compounded leveraged quarterly return of the Index is negative, you may lose all or a substantial portion of your investment at maturity, call, acceleration upon the occurrence of a Zero Value Event or upon early redemption or call. If a Permanent Deleveraging Event occurs, the leverage of the Securities will be permanently reset to 1.0 for the remaining term of the Securities. The occurrence of Loss Rebalancing Events will result in more frequent than quarterly compounding.

Correlation and compounding risk — A number of factors may affect the Security’s ability to achieve a high degree of correlation with the performance of the Index, and there can be no guarantee that the Security will achieve a high degree of correlation. Because the Current Principal Amount is reset quarterly, you will be exposed to compounding of quarterly returns. As a result, the performance of the Securities for periods greater than one quarter is likely to be either greater than or less than the Index performance times the leverage factor of 1.5, before accounting for Accrued

S-12

 

Fees, and the Redemption Fee Amount, if applicable. In particular, significant adverse quarterly performances of your Securities may not be offset by subsequent beneficial quarterly performances of equal magnitude.

Leverage risk — The Securities are 1.5 times leveraged long with respect to the Index, which means that you will benefit from 1.5 times from any beneficial, but will be exposed to 1.5 times any adverse, quarterly performance of the Index, before the combined negative effect of the Accrued Fees and Redemption Fee Amount, if any. However, the leverage of the Securities may be greater or less than 1.5 during the periods between Reset Valuation Dates, as applicable.

Permanent Deleveraging Event — A Permanent Deleveraging Event will have the effect of permanently resetting the leverage of the Securities to 1.0 for the remaining term of the Securities. Following the occurrence of a Permanent Deleveraging Event, your Securities will not receive the benefit from, or be exposed to, leveraged compounding quarterly returns with respect to the performance of the Index. This means that a constant percentage increase in the Index Closing Level will have less of a positive effect on the value of your Securities than it would have otherwise had prior to the occurrence of a Permanent Deleveraging Event.

Zero Value Event — A Zero Value Event will have the effect of permanently resetting the value of your Securities to a fixed value (potentially zero) and accelerating the Securities. Following the occurrence of a Zero Value Event, your Securities will be automatically terminated and mandatorily redeemed by UBS and you will receive the Zero Value Settlement Amount, which will equal the Measurement Period Cash Amount plus the Accrued Dividend, minus the Accrued Fees, on the date the Zero Value Event occurred, and may be zero. A Zero Value Event will result in holders of the Securities losing all or a substantial portion of their investment. You will not benefit from any future exposure to the Index after the occurrence of a Zero Value Event.

Market risk — The return on the Securities, which may be positive or negative, is linked to the compounded leveraged quarterly return on the Index. The return on the Index is measured by the Index Closing Level, which, in turn, is affected by a variety of market and economic factors, currency exchange rates, interest rates in the markets and economic, financial, political, regulatory, judicial or other events (including domestic or global health events, including the outbreak of contagious or pandemic diseases or geopolitical conflict).

Credit of issuer — The Securities are senior unsecured debt obligations of the issuer, UBS, and are not, either directly or indirectly, an obligation of or guaranteed by any third party. Any payment to be made on the Securities, including any payment at maturity, call, acceleration upon the occurrence of a Zero Value Event, or upon early redemption, depends on the ability of UBS to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of UBS will affect the market value, if any, of the Securities prior to maturity, call, acceleration upon the occurrence of a Zero Value Event, or early redemption. In addition, in the event UBS were to default on its obligations, you may not receive any amounts owed to you under the terms of the Securities.

We have potential conflicts — We and our affiliates play a variety of roles in connection with the issuance of the Securities, including acting as Security Calculation Agent. As determinations by the Security Calculation Agent may adversely affect the market value of the Securities, the Security Calculation Agent may have a conflict of interest if it needs to make any such determination.

You are not guaranteed a coupon payment — You will not receive a coupon payment on a Coupon Payment Date if the underlying Index Constituent Securities do not pay any dividends or distributions and the Accrued Dividend, calculated as of the corresponding Coupon Valuation Date is zero or less. Similarly, the Daily Dividend (including as part of the Cash Settlement Amount, Redemption Amount, Call Settlement Amount or Zero Value Settlement Amount, as applicable) may be zero if the Index Constituent Securities do not pay any dividends or distributions during the applicable period.

S-13

 

Decreases in the Current Principal Amount may result in a reduction in the Coupon Amounts even if the gross cash distributions on the Index Constituent Securities remain constant or increase over time — As described under “Specific Terms of the Securities — Coupon Payments” the Coupon Amount is determined based on the gross cash distributions that a hypothetical holder of the Index Constituent Securities would have been entitled to receive in respect of the Index Constituent Securities held by the Securities on the “record date” with respect to any Index Constituent Security, and the number of Index Constituent Securities held by the Securities depends in part on the Current Principal Amount. If the Current Principal Amount decreases, the Securities are deemed to hold fewer units of each Index Constituent Security.

There may not be an active trading market for the Securities — Although we have listed the Securities, on NYSE Arca, there may not be an active trading market for the Securities. In addition. NYSE Arca may halt trading at any time. Certain affiliates of UBS may engage in limited purchase and resale transactions in the Securities, although they are not required to do so and may stop at any time. We are not required to maintain any listing of the Securities on NYSE Arca or any other exchange. Therefore, the liquidity of the Securities may be limited.

Conditions to early redemption — You must satisfy the requirements described herein for your redemption request to be considered, including the minimum redemption amount of at least 50,000 Securities, unless we determine otherwise or your broker or other financial intermediary bundles your Securities with those of other investors to reach this minimum requirement for redemption. In addition, the payment you receive upon early redemption will be reduced by the Redemption Fee Amount. There can be no assurance that we will choose to waive any redemption requirements or fees or that any holder of the Securities will benefit from our election to do so. Therefore, the liquidity of the Securities may be limited. In addition, you will not know the Redemption Amount at the time you elect to request to redeem your Securities and you will not be able to rescind your election to redeem your Securities after your redemption notice is received by UBS.

Uncertain tax treatment — Significant aspects of the tax treatment of the Securities are uncertain. You should consult your own tax advisor about your own tax situation.

UBS Call Right — UBS may elect to redeem all outstanding Securities at any time, as described under “Specific Terms of the Securities — UBS Call Right” beginning on page S-87. If UBS exercises its Call Right, the Call Settlement Amount may be less than . In addition, you may have to invest your proceeds in a lower-return investment.

Is this the right investment for you?

The Securities may be a suitable investment for you if:

You are willing to accept the risk that you may lose all or a substantial portion of your investment.

You seek an investment with a return linked to 1.5 times the quarterly performance of the Index, which will provide exposure to business development companies, and Coupon Amounts which are dependent on distributions made with respect to the Index Constituent Securities.

You understand (i) leverage risk, including the risks inherent in maintaining a constant 1.5 times leverage on a quarterly basis, and (ii) the consequences of seeking quarterly leveraged investment results generally, and you intend to actively monitor and manage your investment.

You are aware, and are willing to accept the risk, that the Securities may trade at a substantial premium to, or discount from, their Current Indicative Value (or intraday indicative value).

You believe the compounded leveraged quarterly return of the Index and the Coupon Amounts will be sufficient to offset the combined negative effect of the applicable fees built into the calculation of

S-14

 

your payment at maturity, call, acceleration upon the occurrence of a Zero Value Event or upon early redemption.

You are willing to hold 1.5 times leveraged securities whose leverage will be reset back to 1.5 quarterly, or more frequently upon the occurrence of a Loss Rebalancing Event.

You are willing to hold 1.5 times leveraged securities whose leverage will be permanently reset to 1.0 upon the occurrence of a Permanent Deleveraging Event, resulting in unleveraged exposure to the Index for the remaining term of the Securities.

You are willing to hold securities that have a long-term maturity (30 years).

You are willing to accept the risks inherent in a concentrated investment in business development companies.

You are willing to accept the risk that the price at which you are able to sell the Securities may be significantly less than the amount you invested.

You are willing to hold securities that we may call at any time pursuant to our Call Right.

You are willing to hold securities that will be automatically accelerated and mandatorily redeemed by UBS in the event the Intraday Index Value on any Index Business Day (other than an Excluded Day) decreases by 66.66667% or more from the Last Reset Index Closing Level.

You are willing to pay the Accrued Fees and, if applicable and the Redemption Fee Amount which are charged on the Securities and that will reduce your return (or increase your loss, as applicable) on your investment.

You do not seek guaranteed income from your investment and you understand that Coupon Amounts are not guaranteed.

You understand that the Index Dividend Point data may not be publicly disseminated by the Index Calculation Agent.

You are not seeking an investment for which there will be an active secondary market.

You are comfortable with the creditworthiness of UBS, as issuer of the Securities.

The Securities may not be a suitable investment for you if:

You are not willing to accept the risk that you may lose all or a substantial portion of your investment.

You do not seek an investment with a return linked to 1.5 times the quarterly performance of the Index, which will provide exposure to business development companies, and Coupon Amounts which are dependent on distributions made with respect to the Index Constituent Securities.

You do not understand (i) leverage risk, including the risks inherent in maintaining a constant 1.5 times leverage on a quarterly basis or(ii) the consequences of seeking quarterly leveraged investment results generally, and you do not intend to actively monitor and manage your investment.

You are not willing to accept the risk that the Securities may trade at a substantial premium to or discount from their Current Indicative Value (or intraday indicative value).

You believe that the compounded leveraged quarterly return of the Index will be negative during the term of the Securities or the compounded leveraged quarterly return will not be sufficient to offset the

S-15

 

combined negative effect of the applicable fees built into the calculation of the payment at maturity, call, acceleration upon the occurrence of a Zero Value Event or upon early redemption.

You are not willing to hold 1.5 times leveraged securities whose leverage will be reset back to 1.5 quarterly, or more frequently upon the occurrence of a Loss Rebalancing Event.

You are not willing to hold 1.5 times leveraged securities whose leverage will be permanently reset to 1.0 upon the occurrence of a Permanent Deleveraging Event, resulting in unleveraged exposure to the Index for the remaining term of the Securities.

You are not willing to hold securities that have a long-term maturity (30 years).

You are not willing to be exposed to the risks inherent in a concentrated investment in business development companies.

You are not willing to accept the risk that the price at which you are able to sell the Securities may be significantly less than the amount you invested.

You are not willing to hold securities that we may call at any time pursuant to our Call Right on any Business Day.

You are not willing to hold securities that will be automatically accelerated and mandatorily redeemed by UBS in the event the Intraday Index Value on any Index Business Day (other than an Excluded Day) decreases by 66.66667% or more from the Last Reset Index Closing Level.

You prefer the lower risk and therefore accept the potentially lower returns of fixed-income investments with comparable maturities and credit ratings.

You are not willing to pay the Accrued Fees and, if applicable and the Redemption Fee Amount which are charged on the Securities and that will reduce your return (or increase your loss, as applicable) on your investment.

You do not understand that the Index Dividend Point data may not be publicly disseminated by the Index Calculation Agent.

You seek an investment for which there will be an active secondary market.

You are not comfortable with the creditworthiness of UBS, as issuer of the Securities.

Who calculates and publishes the Index?

The level of the Index is calculated by the Index Calculation Agent and disseminated every fifteen (15) seconds on days when either the US equity market is open for trading or at least one of the index components is available for trading. Index information, including the Index level, is available from Bloomberg L.P. (“Bloomberg”) under the symbol “MVBIZD”. The historical performance of the Index is not indicative of the future performance of the Index or the level of the Index at the end of the applicable Measurement Period or on the Redemption Valuation Date, as the case may be.

Can you tell me more about the effect of the hedging activity of UBS and its affiliates?

UBS or its affiliates expects to hedge their obligations under the Securities by purchasing the Index constituents, futures or options on the Index constituents or the Index, or exchange-traded funds or other derivative instruments with returns linked or related to changes in the performance of the Index constituents or the Index, and they may adjust these hedges by, among other things, purchasing or selling the Index constituents, futures, options, or exchange-traded funds or other derivative instruments

S-16

 

with returns linked or related to changes in the performance of the Index constituents or the Index at any time. Any of these hedging activities may adversely affect the market price of such Index constituents and/or the level of the Index and, therefore, the market value of the Securities and the amount we pay on your Securities, if any. It is possible that UBS or its affiliates could receive substantial returns from these hedging activities while the market value of the Securities declines. You should refer to “Risk Factors—Risks Relating to the Creditworthiness, Conflicts of Interest, Hedging Activities and Regulation of UBS—Trading and other transactions by UBS or its affiliates in the Index Constituent Securities, futures, options, exchange-traded funds or other derivative products on the Index Constituent Securities or the Index may impair the market value of the Securities” and “Use of Proceeds and Hedging” in this prospectus supplement.

What are the tax consequences of owning the Securities?

The United States federal income tax consequences of your investment in the Securities are uncertain. Some of these tax consequences are summarized below, but we urge you to read the more detailed discussion below under “Material U.S. Federal Income Tax Consequences”.

Pursuant to the terms of the Securities, you and we agree, in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary, to characterize the Securities as a pre-paid forward contract with respect to the Index. In addition, you and we agree, in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary, to treat the Coupon Amount (including amounts received upon the sale, redemption or maturity of the Securities in respect of accrued but unpaid Coupon Amounts) as amounts that should be included in ordinary income of a U.S. holder (as defined below under “Material U.S. Federal Income Tax Consequences”) for tax purposes at the time such amounts accrue or are received, in accordance with the holder’s regular method of tax accounting for tax purposes. You will be required to treat such amounts in such a manner despite the fact that (i) there may be other possible treatments of such amounts that would be more advantageous to holders of Securities and (ii) such amounts may be attributable to distributions on the Index Constituent Securities that would,

if received directly, be subject to a more advantageous tax treatment. For example, such amounts may be attributable to distributions on the Index Constituent Securities that, if received directly by certain holders, would be treated as (i) dividends subject to tax at long-term capital gains rates, (ii) dividends eligible for the corporate dividends-received deduction, or (iii) tax-free return of capital distributions.

If the Securities are so treated (and subject to the discussion below regarding the application of Section 1260 of the Internal Revenue Code of 1986, as amended (the “Code”)), a U.S. holder should generally recognize capital gain or loss upon the sale, redemption or maturity of its Securities in an amount equal to the difference between the amount realized (other than any amount attributable to accrued but unpaid Coupon Amounts which will be treated as ordinary income) and the holder’s tax basis in the Securities. Such gain or loss should generally be long-term capital gain or loss if the holder has a holding period in the Securities that is greater than one year.

In the opinion of our counsel, Sullivan & Cromwell LLP, the Securities should be treated in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the Securities, it is possible that the Securities could be treated for tax purposes in an alternative manner described below under “Material U.S. Federal Income Tax Consequences — U.S. Holders — Alternative Treatments”.

It is likely that ownership of the Securities will be treated as a “constructive ownership transaction” that is subject to the constructive ownership rules of Section 1260 of the Code. Under Section 1260 of the Code, special tax rules apply to an investor that enters into a “constructive ownership transaction” with respect to an equity interest in a “pass-thru entity.” For this purpose, (i) a constructive ownership transaction includes entering into a forward contract with respect to a pass-thru entity and (ii) “regulated investment companies” (“RICs”) (and certain other entities) are considered to be pass-thru entities. We understand that the Index is primarily (or entirely) comprised of entities that are RICs. It is not entirely clear how Section 1260 of the Code applies in the case of a forward contract (such as the Securities) with respect to

S-17

 

an index that primarily (or entirely) references pass-thru entities, such as the Index. Although the matter is not free from doubt, it is likely that Section 1260 of the Code should apply to the portion of your return on the Securities that is determined by reference to the Index Constituent Securities that are pass-thru entities (the “Pass-Thru Index Constituents”). If such portion of your Securities is subject to Section 1260, then any long-term capital gain that you realize upon the sale, redemption or maturity of your Securities that is attributable to the Pass-Thru Index Constituents would be recharacterized as ordinary income (and you would be subject to an interest charge on the deferred tax liability with respect to such capital gain) to the extent that such capital gain exceeds the amount of long-term capital gain that you would have realized had you purchased an actual interest in the Pass-Thru Index Constituents (in an amount equal to the notional amount of Pass-Thru Index Constituents that are referenced by your Securities, i.e., after taking into account the leverage component of your Securities) on the date that you purchased the Securities and sold your interest in such Pass-Thru Index Constituents on the date of the sale, redemption or maturity of the Securities (the “Excess Gain Amount”). In addition, it is possible that Excess Gain Amount will be computed separately for each Pass-Thru Index Constituent. If your Securities are subject to these rules, the Excess Gain Amount will be presumed to be equal to all of the gain that you recognize in respect of the Securities that is attributable to the Pass-Thru Index Constituents (in which case all of such gain would be recharacterized as ordinary income that is subject to an interest charge) unless you provide clear and convincing evidence to the contrary. You should review the discussion of Section 1260 under the heading “Material U.S. Federal Income Tax Consequences – U.S. Holders” and are urged to consult your own tax advisor regarding the application of these rules to the Securities.

Non-U.S. holders of Securities should review the discussion below under “Material U.S. Federal Income Tax Consequences — Non-U.S. Holders – Section 1260” for a summary of the tax consequences to them of holding the Securities, including a discussion of withholding taxes that will be imposed on distributions to them in respect of the Securities.

Holders are urged to consult their tax advisors concerning the significance and the potential impact of the above considerations.

Conflicts of Interest

UBS Securities LLC is an affiliate of UBS and, as such, has a “conflict of interest” in this offering within the meaning of the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5121. In addition, UBS will receive the net proceeds (excluding the underwriting discount) from the initial public offering of the Securities, thus creating an additional conflict of interest within the meaning of Rule 5121. Consequently, the offering is being conducted in compliance with the provisions of Rule 5121. UBS Securities LLC is not permitted to sell Securities in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.

S-18

 

Hypothetical Examples

Hypothetical Payment at Maturity, Early Redemption or upon Exercise by UBS of its Call Right

The following examples one through four illustrate how the Securities would perform at maturity, early redemption or upon exercise by UBS of its call right, in hypothetical circumstances. We have included an example in which the Index Closing Level increases at a constant rate of 3.00% per quarter for twenty quarters (Example 1), as well as an example in which the Index Closing Level decreases at a constant rate of 3.00% per quarter for twenty quarters (Example 2). In addition, Example 3 shows the Index Closing Level increasing at a constant rate of 3.00% per quarter for the first ten quarters and then decreasing at a constant rate of 3.00% per quarter for the next ten quarters, whereas Example 4 shows the reverse scenario of the Index Closing Level decreasing at a constant rate of 3.00% per quarter for the first ten quarters, and then increasing at a constant rate of 3.00% per quarter for the next ten quarters. For ease of analysis and presentation, the following examples assume that the term of the Securities is twenty quarters, the last Index Business Day of the Call Measurement Period, or the Redemption Valuation Date, occurs on the quarter end, that no Coupon Amount was paid during the term of the Securities, the Daily Dividend for each applicable period is zero and that no Accrued Dividend will be paid at maturity or call.

The following assumptions are used in each of the four examples:

The Daily Tracking Fee is calculated based on a per annum rate of 0.95%

The Financing Rate is 1.45%

The Stated Principal Amount is $25.00

The initial Index level is 400.00

The Redemption Fee Amount is 0.125%

These examples highlight the effect of the 1.5 times leverage and quarterly compounding (unless a Permanent Deleveraging Event has occurred, in which case such long exposure will be unleveraged), and the impact of the Accrued Fees on the payment at maturity, early redemption, or upon exercise by UBS of its call right, under different circumstances. The assumed Financing Rate is not an indication of the actual Financing Rate that will apply throughout the term of the Securities. The Financing Rate will change during the term of the Securities, which will affect the performance of the Securities.

Because the Accrued Fees take into account the quarterly performance of the Index, as measured by the Current Principal Amount and Index Factor, the absolute level of the Accrued Fees is dependent on the path taken by the Index Closing Level to arrive at its ending level. The figures in these examples have been rounded for convenience. The Cash Settlement Amount figures for quarter twenty are as of the hypothetical Calculation Date, assuming a constant Index Closing Level throughout such Final Measurement Period, and given the indicated assumptions, a holder will receive payment at maturity, early redemption or upon exercise by UBS of its call right, in the indicated amount, according to the indicated formula.

S-19

Hypothetical Examples

Example 1 — The level of the Index increases at a constant rate of 3.00% for twenty quarters.

Quarter
End

Index
Closing
Level
(1)

Index
Performance
Ratio

Index
Factor

Accrued
Financing
Fee for
the

Applicable
Day (2)

Accrued
Tracking
Fee for the
Applicable
Day (3)

Accrued
Fees for
the
Applicable
Quarter

Current
Principal
Amount
(4)

Redemption
Amount

A

B

C

D

E

F

G

H

I

 

 

((Index
Closing
Level - Last
Reset Index
Closing
Level) / Last
Reset Index
Closing
Level)

(1 + (1.5
x C))

(Previous
Current
Principal
Amount x
0.5 *
Financing
Rate x
Act/360)

(per
annum
rate x
Previous
Current
Principal
Amount x
D

x Act/365)

(E + F)

((Previous
Current
Principal
Amount x
D) - G)

(H *(1 -
Redemption
Fee Rate))

1 

412.00

0.0300

1.045

0.0453

$ 0.0612

$ 0.1065

$ 26.02

$ 25.9860

2 

424.36

0.0300

1.045

0.0472

$ 0.0637

$ 0.1108

$ 27.08

$ 27.0446

3 

437.09

0.0300

1.045

0.0491

$ 0.0663

$ 0.1154

$ 28.18

$ 28.1464

4 

450.20

0.0300

1.045

0.0511

$ 0.0690

$ 0.1201

$ 29.33

$ 29.2931

5 

463.71

0.0300

1.045

0.0532

$ 0.0718

$ 0.1250

$ 30.52

$ 30.4865

6 

477.62

0.0300

1.045

0.0553

$ 0.0747

$ 0.1300

$ 31.77

$ 31.7285

7 

491.95

0.0300

1.045

0.0576

$ 0.0778

$ 0.1353

$ 33.06

$ 33.0211

8 

506.71

0.0300

1.045

0.0599

$ 0.0809

$ 0.1409

$ 34.41

$ 34.3664

9 

521.91

0.0300

1.045

0.0624

$ 0.0842

$ 0.1466

$ 35.81

$ 35.7664

10 

537.57

0.0300

1.045

0.0649

$ 0.0877

$ 0.1526

$ 37.27

$ 37.2235

11 

553.69

0.0300

1.045

0.0676

$ 0.0912

$ 0.1588

$ 38.79

$ 38.7400

12 

570.30

0.0300

1.045

0.0703

$ 0.0949

$ 0.1653

$ 40.37

$ 40.3183

13 

587.41

0.0300

1.045

0.0732

$ 0.0988

$ 0.1720

$ 42.01

$ 41.9608

14 

605.04

0.0300

1.045

0.0761

$ 0.1028

$ 0.1790

$ 43.72

$ 43.6703

15 

623.19

0.0300

1.045

0.0793

$ 0.1070

$ 0.1863

$ 45.51

$ 45.4494

16 

641.88

0.0300

1.045

0.0825

$ 0.1114

$ 0.1939

$ 47.36

$ 47.3010

17 

661.14

0.0300

1.045

0.0858

$ 0.1159

$ 0.2018

$ 49.29

$ 49.2280

18 

680.97

0.0300

1.045

0.0893

$ 0.1207

$ 0.2100

$ 51.30

$ 51.2335

19 

701.40

0.0300

1.045

0.0930

$ 0.1256

$ 0.2185

$ 53.39

$ 53.3208

20 

722.44

0.0300

1.045

0.0968

$ 0.1307

$ 0.2275

$ 55.56

$ 55.4930

Cumulative Index Return: 

80.61%

 

 

 

Return on Securities (assumes no early redemption): 

122.25%

 

 

 

 

(1) The Index Closing Level is also: (i) the Last Reset Index Closing Level for the following day; and (ii) the Index Valuation Level for calculating the Call Settlement Amount, the Redemption Amount and the Cash Settlement Amount

(2) Accrued Financing Charge is calculated on an act/360 basis

(3) Accrued Tracking Fee is calculated on an act/365 basis

(4) For Quarter 20, this is also the Closing Indicative Value and the Cash Settlement Amount

S-20

Hypothetical Examples

Example 2 — The level of the Index decreases at a constant rate of 3.00% for twenty quarters.

Quarter
End

Index
Closing
Level
(1)

Index
Performance
Ratio

Index
Factor

Accrued
Financing
Fee for
the

Applicable
Day (2)

Accrued
Tracking
Fee for the
Applicable
Day (3)

Accrued
Fees for
the
Applicable
Quarter

Current
Principal
Amount
(4)

Redemption
Amount

A

B

C

D

E

F

G

H

I

 

 

((Index
Closing
Level - Last
Reset Index
Closing
Level) / Last
Reset Index
Closing
Level)

(1 + (1.5
x C))

(Previous
Current
Principal
Amount x
0.5 *
Financing
Rate x
Act/360)

(per
annum
rate x
Previous
Current
Principal
Amount
x D
x Act/365)

(E + F)

((Previous
Current
Principal
Amount x
D) - G)

(H *(1 -
Redemption
Fee Rate))

1 

388.00

-0.0300

0.955

0.0453

$ 0.0559

$ 0.1012

$ 23.77

$ 23.7440

2 

376.36

-0.0300

0.955

0.0431

$ 0.0532

$ 0.0963

$ 22.61

$ 22.5794

3 

365.07

-0.0300

0.955

0.0410

$ 0.0506

$ 0.0916

$ 21.50

$ 21.4719

4 

354.12

-0.0300

0.955

0.0390

$ 0.0481

$ 0.0871

$ 20.44

$ 20.4187

5 

343.49

-0.0300

0.955

0.0371

$ 0.0457

$ 0.0828

$ 19.44

$ 19.4172

6 

333.19

-0.0300

0.955

0.0352

$ 0.0435

$ 0.0787

$ 18.49

$ 18.4648

7 

323.19

-0.0300

0.955

0.0335

$ 0.0414

$ 0.0749

$ 17.58

$ 17.5591

8 

313.50

-0.0300

0.955

0.0319

$ 0.0393

$ 0.0712

$ 16.72

$ 16.6978

9 

304.09

-0.0300

0.955

0.0303

$ 0.0374

$ 0.0677

$ 15.90

$ 15.8788

10 

294.97

-0.0300

0.955

0.0288

$ 0.0356

$ 0.0644

$ 15.12

$ 15.1000

11 

286.12

-0.0300

0.955

0.0274

$ 0.0338

$ 0.0612

$ 14.38

$ 14.3593

12 

277.54

-0.0300

0.955

0.0261

$ 0.0322

$ 0.0582

$ 13.67

$ 13.6550

13 

269.21

-0.0300

0.955

0.0248

$ 0.0306

$ 0.0554

$ 13.00

$ 12.9852

14 

261.13

-0.0300

0.955

0.0236

$ 0.0291

$ 0.0527

$ 12.36

$ 12.3483

15 

253.30

-0.0300

0.955

0.0224

$ 0.0277

$ 0.0501

$ 11.76

$ 11.7426

16 

245.70

-0.0300

0.955

0.0213

$ 0.0263

$ 0.0476

$ 11.18

$ 11.1667

17 

238.33

-0.0300

0.955

0.0203

$ 0.0250

$ 0.0453

$ 10.63

$ 10.6189

18 

231.18

-0.0300

0.955

0.0193

$ 0.0238

$ 0.0431

$ 10.11

$ 10.0981

19 

224.25

-0.0300

0.955

0.0183

$ 0.0226

$ 0.0409

$ 9.61

$ 9.6028

20 

217.52

-0.0300

0.955

0.0174

$ 0.0215

$ 0.0389

$ 9.14

$ 9.1318

Cumulative Index Return: 

-45.62%

 

 

 

Return on Securities (assumes no early redemption): 

-63.43%

 

 

 

 

(1) The Index Closing Level is also: (i) the Last Reset Index Closing Level for the following day; and (ii) the Index Valuation Level for calculating the Call Settlement Amount, the Redemption Amount and the Cash Settlement Amount

(2) Accrued Financing Charge is calculated on an act/360 basis

(3) Accrued Tracking Fee is calculated on an act/365 basis

(4) For Quarter 20, this is also the Closing Indicative Value and the Cash Settlement Amount

S-21

Hypothetical Examples

Example 3 — The level of the Index increases at a constant rate of 3.00% per quarter for the first ten quarters and then decreases at a constant rate of 3.00% per quarter for the next ten quarters

Quarter
End

Index
Closing
Level
(1)

Index
Performance
Ratio

Index
Factor

Accrued
Financing
Fee for
the

Applicable
Day (2)

Accrued
Tracking
Fee for the
Applicable
Day (3)

Accrued
Fees for
the
Applicable
Quarter

Current
Principal
Amount
(4)

Redemption
Amount

A

B

C

D

E

F

G

H

I

 

 

((Index
Closing
Level - Last
Reset Index
Closing
Level) / Last
Reset Index
Closing
Level)

(1 + (1.5
x C))

(Previous
Current
Principal
Amount x
0.5 *
Financing
Rate x
Act/360)

(per
annum
rate x
Previous
Current
Principal
Amount
x D
x Act/365)

(E + F)

((Previous
Current
Principal
Amount x
D) - G)

(H *(1 -
Redemption
Fee Rate))

1 

412.00

0.0300

1.045

0.0453

$ 0.0612

$ 0.1065

$ 26.02

$ 25.9860

2 

424.36

0.0300

1.045

0.0472

$ 0.0637

$ 0.1108

$ 27.08

$ 27.0446

3 

437.09

0.0300

1.045

0.0491

$ 0.0663

$ 0.1154

$ 28.18

$ 28.1464

4 

450.20

0.0300

1.045

0.0511

$ 0.0690

$ 0.1201

$ 29.33

$ 29.2931

5 

463.71

0.0300

1.045

0.0532

$ 0.0718

$ 0.1250

$ 30.52

$ 30.4865

6 

477.62

0.0300

1.045

0.0553

$ 0.0747

$ 0.1300

$ 31.77

$ 31.7285

7 

491.95

0.0300

1.045

0.0576

$ 0.0778

$ 0.1353

$ 33.06

$ 33.0211

8 

506.71

0.0300

1.045

0.0599

$ 0.0809

$ 0.1409

$ 34.41

$ 34.3664

9 

521.91

0.0300

1.045

0.0624

$ 0.0842

$ 0.1466

$ 35.81

$ 35.7664

10 

537.57

0.0300

1.045

0.0649

$ 0.0877

$ 0.1526

$ 37.27

$ 37.2235

11 

521.44

-0.0300

0.955

0.0676

$ 0.0834

$ 0.1509

$ 35.44

$ 35.3977

12 

505.80

-0.0300

0.955

0.0642

$ 0.0793

$ 0.1435

$ 33.70

$ 33.6615

13 

490.62

-0.0300

0.955

0.0611

$ 0.0754

$ 0.1365

$ 32.05

$ 32.0104

14 

475.90

-0.0300

0.955

0.0581

$ 0.0717

$ 0.1298

$ 30.48

$ 30.4403

15 

461.63

-0.0300

0.955

0.0552

$ 0.0682

$ 0.1234

$ 28.98

$ 28.9472

16 

447.78

-0.0300

0.955

0.0525

$ 0.0648

$ 0.1174

$ 27.56

$ 27.5274

17 

434.34

-0.0300

0.955

0.0500

$ 0.0617

$ 0.1116

$ 26.21

$ 26.1772

18 

421.31

-0.0300

0.955

0.0475

$ 0.0586

$ 0.1061

$ 24.92

$ 24.8932

19 

408.67

-0.0300

0.955

0.0452

$ 0.0558

$ 0.1009

$ 23.70

$ 23.6722

20 

396.41

-0.0300

0.955

0.0430

$ 0.0530

$ 0.0960

$ 22.54

$ 22.5111

Cumulative Index Return: 

-0.90%

 

 

 

Return on Securities (assumes no early redemption): 

-9.84%

 

 

 

 

(1) The Index Closing Level is also: (i) the Last Reset Index Closing Level for the following day; and (ii) the Index Valuation Level for calculating the Call Settlement Amount, the Redemption Amount and the Cash Settlement Amount

(2) Accrued Financing Charge is calculated on an act/360 basis

(3) Accrued Tracking Fee is calculated on an act/365 basis

(4) For Quarter 20, this is also the Closing Indicative Value and the Cash Settlement Amount

S-22

Hypothetical Examples

Example 4 — The level of the Index decreases at a constant rate of 3.00% per quarter for the first ten quarters and then increases at a constant rate of 3.00% per quarter for the next ten quarters.

Quarter
End

Index
Closing
Level
(1)

Index
Performance
Ratio

Index
Factor

Accrued
Financing
Fee for
the

Applicable
Day (2)

Accrued
Tracking
Fee for the
Applicable
Day (3)

Accrued
Fees for
the
Applicable
Quarter

Current
Principal
Amount
(4)

Redemption
Amount

A

B

C

D

E

F

G

H

I

 

 

((Index
Closing
Level - Last
Reset Index
Closing
Level) / Last
Reset Index
Closing
Level)

(1 + (1.5
x C))

(Previous
Current
Principal
Amount x
0.5 *
Financing
Rate x
Act/360)

(per
annum
rate x
Previous
Current
Principal
Amount
x D
x Act/365)

(E + F)

((Previous
Current
Principal
Amount x
D) - G)

(H *(1 -
Redemption
Fee Rate))

1 

388.00

-0.0300

0.955

0.0453

$ 0.0559

$ 0.1012

$ 23.77

$ 23.7440

2 

376.36

-0.0300

0.955

0.0431

$ 0.0532

$ 0.0963

$ 22.61

$ 22.5794

3 

365.07

-0.0300

0.955

0.0410

$ 0.0506

$ 0.0916

$ 21.50

$ 21.4719

4 

354.12

-0.0300

0.955

0.0390

$ 0.0481

$ 0.0871

$ 20.44

$ 20.4187

5 

343.49

-0.0300

0.955

0.0371

$ 0.0457

$ 0.0828

$ 19.44

$ 19.4172

6 

333.19

-0.0300

0.955

0.0352

$ 0.0435

$ 0.0787

$ 18.49

$ 18.4648

7 

323.19

-0.0300

0.955

0.0335

$ 0.0414

$ 0.0749

$ 17.58

$ 17.5591

8 

313.50

-0.0300

0.955

0.0319

$ 0.0393

$ 0.0712

$ 16.72

$ 16.6978

9 

304.09

-0.0300

0.955

0.0303

$ 0.0374

$ 0.0677

$ 15.90

$ 15.8788

10 

294.97

-0.0300

0.955

0.0288

$ 0.0356

$ 0.0644

$ 15.12

$ 15.1000

11 

303.82

0.0300

1.045

0.0274

$ 0.0370

$ 0.0644

$ 15.73

$ 15.7151

12 

312.93

0.0300

1.045

0.0285

$ 0.0385

$ 0.0670

$ 16.38

$ 16.3553

13 

322.32

0.0300

1.045

0.0297

$ 0.0401

$ 0.0698

$ 17.04

$ 17.0217

14 

331.99

0.0300

1.045

0.0309

$ 0.0417

$ 0.0726

$ 17.74

$ 17.7151

15 

341.95

0.0300

1.045

0.0321

$ 0.0434

$ 0.0756

$ 18.46

$ 18.4368

16 

352.21

0.0300

1.045

0.0335

$ 0.0452

$ 0.0786

$ 19.21

$ 19.1879

17 

362.78

0.0300

1.045

0.0348

$ 0.0470

$ 0.0819

$ 19.99

$ 19.9696

18 

373.66

0.0300

1.045

0.0362

$ 0.0489

$ 0.0852

$ 20.81

$ 20.7832

19 

384.87

0.0300

1.045

0.0377

$ 0.0509

$ 0.0887

$ 21.66

$ 21.6299

20 

396.41

0.0300

1.045

0.0393

$ 0.0530

$ 0.0923

$ 22.54