Credit Suisse Group executes agreement to put in place CHF 6 billion of Tier 1 buffer capital notes, a form of contingent capital
Tier 1 buffer capital notes issued with future coupon lower than Tier 1 capital notes issued in 2008
Agreement satisfies 50% of high trigger contingent capital requirement under proposed new Swiss capital rules
Zurich, February 14, 2011 Credit Suisse Group has executed a definitive agreement with strategic investors, Qatar Holding LLC and The Olayan Group, to issue an aggregate of approximately CHF 6 billion of Tier 1 buffer capital notes to be paid up no earlier than October 2013 for cash or in exchange for Tier 1 capital notes issued in 2008. This form of contingent capital will satisfy an estimated 50% of the high trigger contingent capital requirement under FINMA rules as part of the proposed Swiss TBTF-regime.
Commenting on the agreement to issue contingent capital, Brady W. Dougan, Chief Executive Officer of Credit Suisse Group, said: “We are pleased to announce a definitive agreement with strategic investors, Qatar Holding LLC and The Olayan Group, to issue an aggregate of approximately CHF 6 billion of Tier 1 buffer capital notes to be paid up no earlier than October 2013. We have worked in close cooperation with our primary regulator, FINMA, to ensure that the buffer capital notes will qualify under the future Swiss capital rules as contingent capital. With this exchange, we will satisfy an estimated 50% of our high trigger contingent capital requirement set by FINMA. Issuing contingent capital such as these buffer capital notes is an important part of our efforts to further strengthen our capital base. With the continuing support and partnership of Qatar Holding LLC and The Olayan Group, we are well ahead of schedule to meet the new capital requirements by 2019.”
He added: “The completion of a transaction of this size supports our conviction that contingent capital can be a material source of capital for the banking industry and, in addition, that this will be an attractive instrument for the large group of current investors who hold existing hybrid capital instruments. We see this transaction as a significant development for Credit Suisse Group and our industry as we believe that it will put to rest concerns about the attractiveness of these instruments to investors. This is one of a number of steps we have taken to ensure that we are at the forefront of industry developments and it underscores our commitment to creating a sustainable business model for the new environment.”
Ahmad Al-Sayed, Managing Director and Chief Executive Officer of Qatar Holding LLC, said: “Qatar Holding sees this transaction as an enhancement to our existing investment, and we believe it will support our objective of generating long-term stable returns. We continue to support Credit Suisse Group’s endeavors to remain at the forefront of the evolving regulatory and capital regimes.”
Credit Suisse Group remains in favor of seeing the market for contingent capital instruments expand to wider groups of investors. Separately, the Group is pursuing a ‘Regulation S-only’ offering of an additional series of buffer capital notes to potential investors outside the US and certain other countries. Credit Suisse Group believes that the terms of the agreement announced today to put in place approximately CHF 6 billion of buffer capital notes speak to investor demand for the credit quality of a strong issuer such as Credit Suisse Group.
Credit Suisse Group has entered into an agreement with Qatar Holding LLC and The Olayan Group to issue USD 3.5 billion and CHF 2.5 billion of Tier 1 buffer capital notes (BCN) with a coupon of USD 9.5% and CHF 9.0%, respectively, for cash or in exchange for USD 3.5 billion of 11% and CHF 2.5 billion of 10% Tier 1 capital notes issued in 2008 (the Tier 1 Capital Notes). The purchase or exchange of the BCNs will occur no earlier than October 2013, which is the first call date of the Tier 1 Capital Notes, and is subject to the implementation of Swiss regulations requiring Credit Suisse Group to maintain buffer capital and receipt of all required consents and approvals from Credit Suisse Group’s shareholders, including approval for additional conditional capital or conversion capital.
The BCNs will be converted into Credit Suisse Group ordinary shares if the Group’s reported Basel III common equity Tier 1 ratio falls below 7%. The conversion price will be the higher of a floor price of USD 20 / CHF 20 per share, subject to customary adjustments, or the daily weighted average sale price of the Group’s ordinary shares over a trading period preceding the notice of conversion. The BCNs will also be converted if FINMA determines that Credit Suisse Group requires public sector support to prevent it from becoming insolvent, bankrupt or unable to pay a material amount of its debts, or other similar circumstances. Qatar Investment Authority (an affiliate of Qatar Holding LLC) and The Olayan Group own, in addition to the Tier 1 Capital Notes, significant holdings of Credit Suisse Group shares.
Audio webcast and telephone conference
Date: Monday, February 14, 2011
Time: 09:30 Zurich / 08:30 London
Speaker: David Mathers, Chief Financial Officer; The presentation will be held in English
Audio webcast: www.credit-suisse.com/14feb2011contingentcapital
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