Press Release

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.

Transaction details
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

Telephone:
France Free Call: 0805 102 746
Germany Free Call: 0800 366 3309
Hong Kong Free Call: 8009 056 80
Italy Free Call: 8000 856 63
Russia Free Call: 8108 002 437 2044
Singapore Free Call: 8004 411 332
Spain Free Call: 8006 004 81
Switzerland Free Call: 0800 789 027
Switzerland Local Call: 0445 803 726
UK Free Call: 0800 694 1482
UK Local Call: 0844 338 7469
UK Standard International: +44 (0) 1452 541 597

Reference: Credit Suisse Group Conference Call
Please dial in 15-20 minutes before the start of the presentation

Q&A session:
You will have the opportunity to ask questions during the telephone conference following the presentations

Playback:
Playback available approximately 2 hours after the event at
www.credit-suisse.com/14feb2011contingentcapital or by telephone:

Switzerland: +41 44 580 34 56
International Dial in: +44 (0) 1452 55 00 00
UK Free Call Dial In: 0800 953 1533
UK Local Dial In: 0845 245 5205
Conference ID: 44887246#

Enquiries

  • Media Relations Credit Suisse AG, Tel. +41 844 33 88 44, media.relations@credit-suisse.com
  • Investor Relations Credit Suisse AG, Tel. +41 44 333 71 49, investor.relations@credit-suisse.com
Credit Suisse AG
Credit Suisse AG is one of the world's leading financial services providers and is part of the Credit Suisse group of companies (referred to here as 'Credit Suisse'). As an integrated bank, Credit Suisse offers clients its combined expertise in the areas of private banking, investment banking and asset management. Credit Suisse provides advisory services, comprehensive solutions and innovative products to companies, institutional clients and high-net-worth private clients globally, as well as to retail clients in Switzerland. Credit Suisse is headquartered in Zurich and operates in over 50 countries worldwide. The group employs approximately 50,100 people. The registered shares (CSGN) of Credit Suisse's parent company, Credit Suisse Group AG, are listed in Switzerland and, in the form of American Depositary Shares (CS), in New York. Further information about Credit Suisse can be found at www.credit-suisse.com.

This press release does not constitute an offer of, or an invitation to make an offer for or purchase, any securities of Credit Suisse in the United States or to any person in any other jurisdiction where such offer or invitation would be unlawful. No securities may be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Credit Suisse does not intend to register any portion of the planned offer in the United States or to conduct a public offering of securities in the United States or in any other jurisdiction where such offer would be unlawful. The securities described are being offered and sold only outside the United States pursuant to Regulation S under the Securities Act.

Cautionary statement regarding forward-looking information and non-GAAP information
This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act. In addition, in the future we, and others on our behalf, may make statements that constitute forward-looking statements. Such forward-looking statements may include, without limitation, statements relating to the following:
– our plans, objectives or goals;
– our future economic performance or prospects;
– the potential effect on our future performance of certain contingencies; and
– assumptions underlying any such statements.
Words such as “believes,” “anticipates,” “expects,” “intends” and “plans” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. We do not intend to update these forward-looking statements except as may be required by applicable securities laws. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other outcomes described or implied in forward-looking statements will not be achieved. We caution you that a number of important factors could cause results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include:
– the ability to maintain sufficient liquidity and access capital markets;
– market and interest rate fluctuations;
– the strength of the global economy in general and the strength of the economies of the countries in which we conduct our operations, in particular the risk of a continued US or global economic downturn in 2011 and beyond;
– the direct and indirect impacts of continuing deterioration of subprime and other real estate markets;
– further adverse rating actions by credit rating agencies in respect of structured credit products or other credit-related exposures or of monoline insurers;
– the ability of counterparties to meet their obligations to us;
– the effects of, and changes in, fiscal, monetary, trade and tax policies, and currency fluctuations;
– political and social developments, including war, civil unrest or terrorist activity;
– the possibility of foreign exchange controls, expropriation, nationalization or confiscation of assets in countries in which we conduct our operations;
– operational factors such as systems failure, human error, or the failure to implement procedures properly;
– actions taken by regulators with respect to our business and practices in one or more of the countries in which we conduct our operations;
– the effects of changes in laws, regulations or accounting policies or practices;
– competition in geographic and business areas in which we conduct our operations;
– the ability to retain and recruit qualified personnel;
– the ability to maintain our reputation and promote our brand;
– the ability to increase market share and control expenses;
– technological changes;
– the timely development and acceptance of our new products and services and the perceived overall value of these products and services by users;
– acquisitions, including the ability to integrate acquired businesses successfully, and divestitures, including the ability to sell non-core assets;
– the adverse resolution of litigation and other contingencies;
– the ability to achieve our cost efficiency goals and other cost targets; and
– our success at managing the risks involved in the foregoing.
We caution you that the foregoing list of important factors is not exclusive. When evaluating forward-looking statements, you should carefully consider the foregoing factors and other uncertainties and events, as well as the information set forth in our Form 20-F Item 3 – Key Information – Risk Factors.
This press release contains non-GAAP financial information. Information needed to reconcile such non-GAAP financial information to the most directly comparable measures under GAAP can be found in the Credit Suisse Financial Report 4Q10.

Secondary Content