credit suisse: capital structure & legal entity transformation · low-trigger capital...
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Credit Suisse: Capital Structure & Legal Entity
Transformation
2016 Credit Suisse European Banks Conference
David Mathers, Chief Financial Officer
London, March 3, 2016
Disclaimer
March 3, 2016
Cautionary statement regarding forward-looking statements
This presentation contains forward-looking statements that involve inherent risks and uncertainties, and we might not be able to achieve the predictions, forecasts, projections and other outcomes we describe or imply in forward-looking statements. A number of important factors could cause results to differ materially from the plans, objectives, expectations, estimates and intentions we express in
these forward-looking statements, including those we identify in "Risk Factors" in our Annual Report on Form 20-F for the fiscal year ended December 31, 2014 and in "Cautionary statement regarding forward-looking information" in our fourth quarter earnings release 2015 filed with the US Securities and Exchange Commission, and in other public filings and press releases. We do not intend to update
these forward-looking statements except as may be required by applicable law.
We may not achieve the benefits of our strategic initiatives
We may not achieve all of the expected benefits of our strategic initiatives. Factors beyond our control, including but not limited to the market and economic conditions, changes in laws, rules or
regulations and other challenges discussed in our public filings, could limit our ability to achieve some or all of the expected benefits of these initiatives.
Statement regarding purpose and basis of presentation
This presentation contains certain historical information that has been re-segmented to approximate what our results under our new structure would have been, had it been in place from January 1, 2014.
In addition, "Illustrative,“ “Ambition” and “Goal” presentations are not intended to be viewed as targets or projections, nor are they considered to be Key Performance Indicators. All such presentations are subject to a large number of inherent risks, assumptions and uncertainties, many of which are outside of our control. Accordingly, this information should not be relied on for any purpose. In preparing this
presentation, management has made estimates and assumptions which affect the reported numbers. Actual results may differ. Figures throughout presentation may also be subject to rounding
adjustments.
Statement regarding capital, liquidity and leverage
As of January 1, 2013, Basel 3 was implemented in Switzerland along with the Swiss “Too Big to Fail” legislation and regulations thereunder. As of January 1, 2015, the Bank for International
Settlements (BIS) leverage ratio framework, as issued by the Basel Committee on Banking Supervision (BCBS), was implemented in Switzerland by FINMA. Our related disclosures are in accordance with
our interpretation of such requirements, including relevant assumptions. Changes in the interpretation of these requirements in Switzerland or in any of our assumptions or estimates could result in different numbers from those shown in this presentation. Capital and ratio numbers for periods prior to 2013 are based on estimates, which are calculated as if the Basel 3 framework had been in place in Switzerland during such periods. Unless otherwise noted, leverage exposure is based on the BIS leverage ratio framework and consists of period-end balance sheet assets and prescribed regulatory adjustments. Leverage amounts for 4Q14, which are presented in order to show meaningful comparative information, are based on estimates which are calculated as if the BIS leverage ratio framework
had been implemented in Switzerland at such time. Beginning in 2015, the Swiss leverage ratio is calculated as Swiss total capital, divided by period-end leverage exposure. The look-through BIS tier 1
leverage ratio and CET1 leverage ratio are calculated as look-through BIS tier 1 capital and CET1 capital, respectively, divided by end-period leverage exposure.
Cautionary statement regarding this presentation
This presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of Credit Suisse Group AG or Credit Suisse AG (together, the “Company”) in any jurisdiction or an inducement to enter into investment activity. No part of this document, nor the fact of its distribution, should form the basis of, or be relied on
in connection with, any contract or commitment or investment decision whatsoever. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. None of the Company or any of its affiliates, advisors or representatives shall have any liability
whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with the document.
2
Agenda 2016 Credit Suisse European Banks Conference
March 3, 2016 3
Agenda 1. Existing Credit Suisse Capital Instruments
2. Draft New Swiss TBTF Rules and TLAC
3. Q&A Session
2019
2020
2010
TBTF development since 2010
March 3, 2016 4
Final Swiss TBTF report
from
Commission
of Experts (Group
“Siegenthaler”)
2011
2012
2013
2014
2015
2016
Entry into force of
TBTF
legislation
Development from initial Swiss discussion to revised Swiss TBTF rules
FSB consultative document on
TLAC published
Group of Experts (Brunetti Commission) publishes proposals for amendments to
initial Swiss TBTF regime
Expected entry into force of revised Swiss TBTF rules (2H16)
Final FSB TLAC
rules published
Federal Council adopts revised
TBTF regulation
End of phase-in for initial Swiss
TBTF rules
Proposed end of phase-in for
revised Swiss
TBTF rules
Low-
trigger
write-down issuances
Further low-trigger write-down issuance
Initial
TLAC
bonds
issuance
Public
high-
trigger
Tier 2 convertible issuances
Q&O
exchange
into high-trigger AT1 instruments
TBTF = Too Big to Fail. FSB = Financial Stability Board. TLAC = Total loss-absorbing capacity. Q&O = Qatar Investment Authority and The Olayan Group.
Public consultation on revised Swiss TBTF rules (December 2015 to February 2016)
Further high-trigger
issuances
Credit Suisse capital instrument philosophy
March 3, 2016 5
Design and implementation have been driven by the differentiation between concepts of going and gone concern capital
− Generally, equity and high-trigger capital instruments are considered going concern, while low-trigger
capital instruments are considered gone concern
Credit Suisse has favored equity conversion structures for high-trigger capital instruments in order to provide recovery value and preserve equity subordination
− Have a preference for high-trigger conversion formats, but may also look to issue high-trigger write-down instruments (also aligns with employee Contingent Capital Awards)
Low-trigger capital instruments were generally viewed as gone concern capital, given the likely limited
recovery value at the specified trigger point. As such, all low-trigger capital instruments have been issued
with write-down structures
− Note that the revised TBTF rules do not require any trigger-based gone concern capital
We have designed our issuance structure in coordination with the rules to align various stakeholder groups:
− Dividend stopper aligns the interests of equity and AT1 investors
− High-trigger write-down AT1 employee Contingent Capital Awards aligns the interests of employees with fixed income investors
Gone
Concern
Going
Concern
Existing instruments under current TBTF
March 3, 2016 6
10.0% 11.3%
3.0%
3.2%
4.05% 3.2%
17.05%1
Le
vera
ge
rati
o
Capital and leverage ratio
Rounding differences may occur. TBTF = Too Big Too Fail. CET1 = Common equity tier 1. AT1 = Additional tier 1. 1 Excludes countercyclical buffer required as of September 30, 2013. 2 Swiss CET1 of CHF 32.8 bn, high-trigger capital
instruments of CHF 9.2 bn and low-trigger capital instruments of CHF 9.2 bn. 3 Shown is end 2015 requirement. Note that for 2016, FINMA increased our 2019 progressive component requirement from 4.05% to 5.07% due to the latest assessment of
relevant market shares, which leads to a total capital ratio requirement of 18.07% and a Swiss leverage ratio requirement of 4.34%. The progressive component requirement is dependent on our size (leverage exposure) and the market share of our domestic
systemically relevant business and is subject to potential capital rebates that may be granted by FINMA.
4 Represents the amount recognized in capital.
17.6%2
Outstanding instruments
USD 2,500 2023 Aug. 2023
Going / Gone
concern
Currency Notional (in million) Maturity First call
Recognized
as
First call or
end 2019 (whichever is first)
Qualifies as Going
concern until
Proposed New TBTF
Low
-trig
ger T
ier
2
AT1
EUR 1,250 2025 Sept. 2020
CHF 290 perpetual Sept. 2018
Going /Gone
concern First call
(even if beyond 2019) USD 2,250 perpetual Dec. 2023
USD 2,500 perpetual Dec. 2024
USD 2,000 2041 Aug. 2016 First call or
end 2019 (whichever is first)
Hig
h-t
rigger
Tie
r 2
A
T1
CHF 750 2022 Mar. 2017
CHF 2,500 perpetual Oct. 2018
Going
concern USD 1,720 perpetual Oct. 2018
USD 1,725 perpetual Oct. 2018
Going /Gone
concern
Cap
ital ra
tio
Swiss CET1
High-trigger AT1 and tier 2
Low-trigger AT1 and tier 2
Write
-dow
n
Conve
rsio
n
AT1
CHF 5104 perpetual n.a. Going
concern Writ
e-
dow
n Contingent Capital Awards
4.1%1
5.2%2
2.4% 3.3%
0.7%
0.9% 1.0%
0.9%
Requirement
by 1.1.20193
Look-through
4Q15
Requirement
by 1.1.20193
Look-through
4Q15
Total4 CHF 18.5 bn
CET1
capital 4Q15
7 March 3, 2016
14.3% 42.1
20.6
CHF
21.4 bn CET1 buffer1
4Q151
CET1
capital ratio
Note: For presentation purposes the CET1 buffer for the 5.125% low-trigger capital instrument is not shown. Rounding differences may occur. CET1 = Common equity Tier 1. 1 Based on year-end 2015 phase-in risk-weighted
assets of CHF 295 bn. 2 Conversion into equity upon Credit Suisse Group AG’s (the “Group”) reported phase-in CET1 ratio falling below 7%, or a determination by FINMA that conversion is necessary, or that the Group requires public sector capital
support, to prevent it from becoming insolvent, bankrupt or unable to pay a material amount of debts, or other similar circumstances. 3 The principal amount of the instrument would be written-down to zero and canceled if the following trigger events were
to occur: A) the Group’s reported phase-in CET1 ratio falls below 5%; or B) FINMA determines that cancellation of the instrument and other similar contingent capital instruments is necessary, or that the Group requires public sector capital support, in either
case to prevent it from becoming insolvent or otherwise failing (“Customary Non-Viability Scenarios”). 4 Assumes the full application of a five-year (20% per annum) phase-in of goodwill, other intangible assets and other capital deductions (e.g., certain
deferred tax assets) and the phase-out of an adjustment for the accounting treatment of pension plans and certain capital instruments. 5 Based on year-end 2015 look-though risk-weighted assets of CHF 290 bn. 6 Based on year-end 2018 look-
though RWA target of CHF 315 bn.
Conversion
trigger2
CET1 capital
at conversion trigger
Phase-in BIS CET1 ratio and capital in CHF bn
7.0%
Look-through impact4:
Assuming CET1 capital ratio of 11.4%5 (as of end 4Q15)
CHF
12.6 bn CET1 buffer
14.7
Write-down
trigger3
5.0%
CET1 capital
at write-down trigger
CHF
27.3 bn CET1 buffer1
7.0%
CHF
18.4 bn CET1 buffer
5.0%
Assuming a targeted CET1 capital ratio
of 13%6 (as end 2018 target)
CHF
18.9 bn CET1 buffer
7.0%
CHF
25.2 bn CET1 buffer
5.0%
Large capital buffer to capital instrument triggers
Strong capacity for AT1 coupon payments Credit Suisse has been a consistent dividend payer, not only throughout the financial crisis but since the bank was
founded in 1856
March 3, 2016 8
Recent market volatility in USD low-trigger AT1 capital instruments
Price (%)
70
80
90
100
110
Aug 15 Okt 15 Dez 15 Feb 16
CS
UBS
DB
Aug 15 Oct 15 Dec 15 Feb 16
Source: Bloomberg. “Distributable Profits” = aggregate of i) net profits carried forward and ii) freely available reserves (other than reserves for own shares), in each case, less any amounts that must be contributed to legal reserves under applicable law, all
as appearing in the Relevant Accounts (i.e., the audited unconsolidated financial statements of the issuer for the previous financial year). 1 As of the end of 2014, the distributable profits of Credit Suisse Group AG, under the terms of our capital
instruments, consisted of retained earnings brought forward of CHF 5.2 bn and free reserves of CHF 10.5 bn.
Credit Suisse will be prohibited from making any AT1 interest payment if:
– Distributable profits are less than the aggregate amount of AT1 interest payments
– FINMA prohibited such interest payment
– Minimum regulatory requirements are not met
Distributable profits1 of CHF 15.7 bn Provides significant coverage for AT1 coupon payments of ~CHF 1bn (2016)
AT1 instruments include a contractual dividend stopper (unlike EU under CRD4)
Agenda 2016 Credit Suisse European Banks Conference
March 3, 2016 9
1. Existing Credit Suisse Capital Instruments
2. Draft New Swiss TBTF Rules and TLAC
Agenda
3. Q&A Session
Expected key changes of new Swiss TBTF capital requirements
March 3, 2016 10
Formalization of FSB
TLAC proposals
Streamlining of capital
instruments into only
high-trigger AT1
Extensive
grandfathering
proposals for existing high-trigger Tier 2 and
low-trigger capital Recalibration of the
leverage regime and
associated RWA
requirements
Swiss law
requirements for TLAC
Withholding tax
exemption
Key
Changes
FSB = Financial Stability Board. TLAC = Total loss-absorbing capacity.
Proposed new Swiss TBTF capital requirements
March 3, 2016 11
TBTF = Too Big to Fail. SIBs = Systemically important banks. CET1 = Common Equity Tier 1. AT1 = Additional Tier 1. 1 In percentage of leverage exposure. 2 In percentage of risk-weighted assets (RWA). 3 Based on year-end
2015 look-through Swiss leverage exposure of CHF 988 bn. 4 Based on year-end 2015 look-through Swiss RWA of CHF 291 bn. 5 Including CHF 15.0 bn of senior unsecured HoldCo debt and CHF 4.1 bn of low-trigger Tier 2 capital instruments.
6 Based on end-2018 leverage exposure target of CHF 1,000 bn. 7 Based on end-2018 RWA target of CHF 315 bn. Note: On December 22, 2015, the Swiss Federal Council published the planned ordinance amendments to the Swiss TBTF regime,
which will be phased in by the end of 2019. It is expected that draft ordinances implementing this new framework into Swiss law will be approved by the Swiss Federal Council in 2Q16 and implemented shortly thereafter. Note: Going concern adequacy
ratios dependent on size (leverage ratio exposure) and market share of our domestic systemically relevant business and is subject to potential capital rebates that may be granted by FINMA.
Capital adequacy ratios, Swiss look-through
Requirements
by 1.1.2020
Credit Suisse
end 4Q153
Going concern
Gone concern
Leverage ratio1
6.7%
10.0%
Requirements
by 1.1.2020
Credit Suisse
end 4Q154
Capital ratio2
22.8%
28.6%
1.9%
1.5%
3.3%
5.0%
1.5%
3.5%
6.6%
4.9%
11.3%
14.3%
4.3%
10.0%
CET1
High-trigger AT1
(incl. high-trigger Tier 2 and
low-trigger Tier 1)
Bail-in instruments
(incl. low-trigger Tier 2)
Bail-in shortfall:
~ CHF 30 bn
Bail-in (TLAC) shortfall:
Based on 4Q15 leverage exposure and RWA, the
look-through gone concern5 shortfall is:
– ~ CHF 30 bn on a leverage basis3
– ~ CHF 22 bn on an RWA basis4
Based on end-2018 leverage exposure and RWA
targets, the look-through gone concern5 shortfall
would be:
− ~ CHF 31 bn on a leverage basis6
− ~ CHF 26 bn on an RWA basis7
Bail-in shortfall:
~ CHF 22 bn
Leverage ratio requirement currently most
binding:
– determines optimal level of high-trigger AT1
– determines gone concern requirement
Capital instrument issuance requirements
March 3, 2016 12
CET1 = Common Equity Tier 1. AT1 = Additional Tier 1. 1 Based on year-end 2015 look-through Swiss leverage exposure of CHF 988 bn. 2 Including CHF 15.0 bn of senior unsecured HoldCo debt and CHF 4.1 bn of low-trigger Tier 2 capital
instruments. Note: On December 22, 2015, the Swiss Federal Council published the planned ordinance amendments to the Swiss TBTF regime, which will be phased in by the end of 2019. It is expected that draft ordinances implementing this new
framework into Swiss law will be approved by the Swiss Federal Council in 2Q16 and implemented shortly thereafter. Note: Going concern adequacy ratios dependent on size (leverage ratio exposure) and market share of our domestic systemically relevant
business and is subject to potential capital rebates that may be granted by FINMA.
Capital adequacy amounts, Swiss look-through in CHF bn
32.8 34.6
14.3 14.8
19.1
49.4
Requirements1
by 1.1.2020
Credit Suisse
end 4Q15
66.3
98.8
CET1
High-trigger AT1
(incl. high-trigger Tier 2 and
low-trigger Tier 1)
Bail-in instruments2
(incl. low-trigger Tier 2)
Through 2019 we will replace existing callable capital instruments with fully compliant going concern AT1 capital
We will replace a portion of maturing Bank (OpCo) instruments through 2019 with ~CHF 30 bn of TLAC instruments to reach our estimated gone concern requirement
Going concern
Gone concern
Shortfall
30.2
0.5
1.8
March 3, 2016 13
Designed to meet future requirements for global recovery and resolution planning
Possibility of limited reduction in capital requirements provided for under Swiss banking law if resolvability is improved
In support of FINMA’s “single point of entry” bail-in strategy we commenced issuing long-term senior debt from
Credit Suisse Group AG3 in 2015. We also expect to continue issuing long-term senior debt from Credit Suisse AG
Better aligns the booking of Investment Banking business on a regional basis, from a client and risk management perspective
Less complex and more efficient operating infrastructure for the bank
1 Org structure shows main operating entities only; This program has been approved by the Board of Directors of Credit Suisse Group AG, but is subject to final regulatory approval. Implementation of the program is well underway, with a number of key
components to be implemented through to 2017. 2 Proposed hub for Asia Pacific Investment Banking business in Singapore branch. 3 Funding may be issued either at the holding company level or at the level of an entity that will be substituted by the
holding company in a restructuring event. 4 Subject to US regulatory approvals, the US derivatives businesses, currently booked in London in Credit Suisse International, are anticipated to be transferred to the US broker-dealer. US Service Co activities will
also be housed here. 5 Credit Suisse is planning that its two principal UK operating subsidiaries (Credit Suisse Securities (Europe) Limited and Credit Suisse International) will be consolidated into one single subsidiary. 6 In Switzerland, Credit Suisse will
create a subsidiary for its Swiss-booked business (primarily wealth management, retail and corporate and institutional clients as well as the product and sales hub in Switzerland).
Go
als
US Holding Co4
Simplified view1
Funding Entity3
UK Subsidiary5
Credit Suisse AG Operating Bank with branches2
Credit Suisse Group AG Holding Company
Swiss Legal Entity6
Credit Suisse legal entity structure
Withholding tax
Paying agent principle to be refrained for now and tax exemption for bail-in bonds expected beginning of 2017
March 3, 2016 14
Bail-in debt – loss absorbency FSB Standard, but different national solutions
FSB: Subordination can have three forms:
Structural
1 Switzerland
HoldCo issuance United Kingdom
United States
Germany Subordination by law and retrospective outstanding bonds
France Contractual subordination plus new category of non-preferred debt instruments in insolvency law
Statutory
Contractual
3
2
FSB = Financial Stability Board.
Further solutions developing in Italy, Spain, Canada and other countries, which all fall into the broad categories listed above, but have nuanced national differences
March 3, 2016 15
Multiple “buffer” layers1 for senior creditors
42
33
9
9
9
9
Phase-in Look-through
61
CET1
High-trigger capital instruments3
Low-trigger capital instruments2
CET1 = Common equity tier 1. AT1 = Additional tier 1. RWA = Risk-weighted assets. 1 Basel 3 Credit Suisse Group AG consolidated figures. 2 Consists of CHF 5.1 bn additional tier 1 instruments and CHF 4.1 bn tier 2 instruments.
3 Consists of CHF 6.6 bn additional tier 1 instruments and CHF 2.7 bn tier 2 instruments. 4 Trigger of regulatory capital instruments with PONV conversion/write-down feature. 5 Bank Insolvency Ordinance (BIO-FINMA). References to phase-in
and look-through refer to Basel 3 capital requirements. Phase-in reflects that, for the years 2014 – 2018, there will be a five-year (20% per annum) phase-in of goodwill, other intangible assets and other capital deductions (e.g., certain deferred tax assets and
participations in financial institutions) and the phase-out of an adjustment for the accounting treatment of pension plans and, for the years 2013 – 2022, there will be a phase-out of certain capital instruments. Look-through assumes the full phase-in of goodwill
and other intangible assets and other regulatory adjustments and the phase-out of certain capital instruments.
51
Resolution (restructuring by FINMA)5
Poin
t of
non-v
iability
4
Bail-in hierarchy in Switzerland
as of 4Q15, in CHF bn
Common equity tier 1
Low-trigger AT1 capital instruments
High-trigger capital instruments
Common equity tier 1
Common equity tier 1
Loss
abso
rptio
n w
ate
rfall
Deposits, in so far as not privileged
AT1 and tier 2 instruments
Common equity tier 1
Low-trigger tier 2 capital instruments
Equity capital
Subordinated debt without capital adequacy eligibility (e.g. HoldCo senior unsecured bonds)
Other claims not excluded from conversion/write-down (e.g. OpCo senior unsecured bonds), with the exception of deposits
insofar as not converted/written-
off, prior to restructuring based on terms
< 5%
≤ 5.125%
≤ 7%
> 7%
between 7% and 5.125%
between 5.125% and 5%
≤ 5%
CET1/RWA levels:
Large capital buffers supporting senior creditors with clear
credit hierarchy
March 3, 2016 16
Long-term debt and term certificates of deposit issuance in CHF bn
TLAC = Total loss absorbing capacity. 1 With maturity >365 days. 2 Reflects projected business growth, development of the balance sheet, future funding needs and maturity profiles as well as the effects of changing market and regulatory
conditions.
2016 full year current capital market issuance plan2
~CHF 20 to 25 bn across capital instruments and senior bonds (OpCo + HoldCo) 28
13
6 4 3 2
10 8
6
4 4
5
6
2
10
24
16
18
2
2
31
20
15 3
13
4
2
1 6
2
2007 2008 2009 2010 2011 2012 2013 2014 2015
45
42
50
28 30
11
6
49 Tier 1 and Tier 2 Capital
Senior bonds (OpCo)
Pfandbrief/Covered bonds
Term certificates of deposit1
Senior bonds (HoldCo)
2016 issuance of capital instruments and senior bonds expected to be ~CHF 20 to 25 bn across markets and products
– continue the firm’s tenor extension strategy capitalizing on issuance of 12-24 months funding and additional long-term funding of above 3 years
– continue dual track strategy of OpCo and HoldCo issuance to manage TLAC requirements, funding needs and debt costs
Issued CHF 15 bn of debt expected to be TLAC-eligible in 2015; estimate CHF 6 to 8 bn in 2016
10
~CHF 8 to 10 bn of term certificates of deposits
~28 to 35
Diversified funding strategy
In a nutshell
March 3, 2016 17
Clear Swiss TLAC regime; structural rather than statutory subordination (similar to US and UK)
CHF 50 bn of OpCo maturities from 2016 to 2019 provide opportunity to issue CHF 30 bn
of HoldCo debt for TLAC compliance
TLAC
compliance
Capital instruments benefit from distributable profits reserves of > CHF 15 bn and
dividend stoppers
Significant buffer to capital triggers: CHF 21 bn (7%) and CHF 27 bn (5%)
Dividend
stoppers &
capital
buffers
New Swiss TBTF rules envisage a more limited capital instrument requirement
– ~CHF15 bn of high-trigger AT1, rather than ~CHF 25 bn of both high- and low-
trigger capital instruments
Continue to prefer convertible high-trigger AT1 capital instruments, but may
consider high-trigger AT1 write-down as appropriate
Benefit from extensive grandfathering proposals for existing CHF 18 bn capital
instruments
New Swiss
TBTF rules
Down-streaming of HoldCo senior financing
March 3, 2016 20
CSG AG = Credit Suisse Group AG. CS AG = Credit Suisse AG TLAC = Total loss absorbing capacity. FSB = Financial Stability Board. HoldCo = Holding Company.
OpCo = Operating Company . 1 Funding may be issued either at the holding company level or at the level of an entity that will be substituted by the holding company in a restructuring event. Current funding entity: Credit Suisse Group Funding (Guernsey)
Ltd.
1 Funding entity issues senior unsecured notes (“Notes”) expected to qualify for FSB’s proposed TLAC rules by way of “structural subordination” and Swiss TBTF Gone concern capital
2 Notes are guaranteed by CSG AG. The guarantee is a traditional direct, unconditional, unsecured and unsubordinated contingent liability of CSG AG, thereby placing investors in an equivalent position against CSG AG as holding senior debt issued directly by CSG AG
3 The internal notes will be senior unsecured debt aligned to the external notes (maturity, interest rate and currency)
Proceeds
– Proceeds are down-streamed initially to CS AG, acting through a non-Swiss branch (“OpCo”) as unsecured notes
– Investors have no direct recourse to this intercompany instrument
Hierarchy
– HoldCo senior notes (external) structurally subordinated to OpCo liabilities
– Internal notes:
– subordinated to OpCo senior liabilities in restructuring
– pari passu with OpCo senior liabilities in liquidation
Guarantee
2
Credit Suisse AG Operating Bank
Credit Suisse
Group AG Holding Company
Investors
HoldCo senior notes (external)
Proceeds
Internal notes Proceeds
1
3
Funding entity1
Investors
OpCo senior liabilities
Proceeds 100%
100%