Credit Suisse Securities International Announces Reference Yield, Total Consideration and Tender Offer Consideration and an extension of the Expiration Deadline for the Offers
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
NEW YORK, Nov. 4, 2022 /PRNewswire/ -- In connection with its previously announced invitations to holders of certain outstanding securities as described in the table below (together the Securities and each series of the Securities a Series) to tender their Securities for purchase by the Offeror for cash (each such invitation an Offer and together the Offers), Credit Suisse International (the Offeror*) announced today (i) the Reference Yield, Total Consideration and Tender Offer Consideration with respect to the Securities in the table below and (ii) an extension of the Expiration Deadline for the Offers. This announcement does not contain the full terms and conditions of the Offers which are contained in the tender offer memorandum dated 7 October 2022 (the Tender Offer Memorandum), as amended by the announcement dated October 27, 2022, each as prepared by the Offeror, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
For the purposes of the Offers in respect of each Series, the Price Determination Time was 9.30 a.m. (New York City time) on 4 November 2022. The Total Consideration for each such Series has been determined by reference to the sum of (i) the fixed spread specified for the relevant Series in the table below and (ii) the yield (the Reference Yield) based on the bid side price of the Reference Treasury Security specified for the relevant Series in the table below as reported on Bloomberg Reference Page PX1 at the Price Determination Time and specified in the table below, all as more fully described in the Tender Offer Memorandum. The Total Consideration is payable to holders of Securities subject to the Offers who validly tendered and did not validly withdraw their notes before the Early Tender Deadline, which was 5.00 p.m. (New York City time) on 3 November 2022. The Offeror has accepted for purchase all Securities validly tendered pursuant to the Offers at or prior to the Early Tender Deadline. The Total Consideration for the Securities is based on an assumed Early Settlement Date, which will occur as soon as possible after the Early Tender Deadline and is currently expected to be 7 November 2022. Following the Early Settlement Date, the amount of the Total Offers Purchase Funds Available remaining for the purposes of the purchase of Securities pursuant to the Offers on the Final Settlement Date will be U.S. $903,019,211.06.
* Together with the issuers of the Securities, as described in the Tender Offer Memorandum.
Title of |
Issuer |
ISIN / CUSIP |
Reference |
Reference |
Fixed Spread |
Total |
Early Tender |
Tender Offer |
Total Amount |
1.00 per cent. Notes due May 2023 |
Credit Suisse AG, acting through its New York Branch |
US22550L2D25/ |
4.250 per cent. U.S. Treasury Notes due 30 September 2024 |
4.760 % |
305 basis points |
U.S. $967.58 |
U.S. $30.00 |
U.S. $937.58 |
$81,771,000 |
Floating Rate Notes due August 2023 |
Credit Suisse AG, acting through its New York Branch |
US22550UAD37/ |
Not Applicable |
Not Applicable |
Not Applicable |
U.S. $971.25 |
U.S. $30.00 |
U.S. $941.25 |
$8,875,000 |
0.52 per cent. Notes due August 2023 |
Credit Suisse AG, acting through its New York Branch |
US22550L2F72/ |
4.250 per cent. U.S. Treasury Notes due 30 September 2024 |
4.760 % |
310 basis points |
U.S. $947.15 |
U.S. $30.00 |
U.S. $917.15 |
$165,831,000 |
1.25 per cent. Notes due August 2026 |
Credit Suisse AG, acting through its New York Branch |
US22550L2G55/ |
4.125 per cent. U.S. Treasury Notes due 30 September 2027 |
4.355 % |
355 basis points |
U.S. $787.58 |
U.S. $30.00 |
U.S. $757.58 |
$118,298,000 |
5.00 per cent. Notes due July 2027 |
Credit Suisse AG, acting through its New York Branch |
US22550L2K67/ |
4.125 per cent. U.S. Treasury Notes due 30 September 2027 |
4.355 % |
375 basis points |
U.S. $881.17 |
U.S. $30.00 |
U.S. $851.17 |
$57,550,000 |
3.70 per cent. Notes due February 2025 |
Credit Suisse AG, acting through its New York Branch |
US22550L2H39/ |
3.500 per cent. U.S. Treasury Notes due 15 September 2025 |
4.642 % |
360 basis points |
U.S. $906.90 |
U.S. $30.00 |
U.S. $876.90 |
$108,018,000 |
Floating Rate Notes due February 2025 |
Credit Suisse AG, acting through its New York Branch |
US22550UAF84/ |
Not Applicable |
Not Applicable |
Not Applicable |
U.S. $950.00 |
U.S. $30.00 |
U.S. $920.00 |
$65,830,000 |
Floating Rate Notes due February 2024 |
Credit Suisse AG, acting through its New York Branch |
US22550UAB70/ |
Not Applicable |
Not Applicable |
Not Applicable |
U.S. $953.75 |
U.S. $30.00 |
U.S. $923.75 |
$54,309,000 |
4.75 per cent. Notes due August 2024 |
Credit Suisse AG, acting through its New York Branch |
US22550L2J94/ |
4.250 per cent. U.S. Treasury Notes due 30 September 2024 |
4.760 % |
370 basis points |
U.S. $940.55 |
U.S. $30.00 |
U.S. $910.55 |
$128,255,000 |
0.495 per cent. Notes due February 2024 |
Credit Suisse AG, acting through its New York Branch |
US22550L2E08/ |
4.250 per cent. U.S. Treasury Notes due 30 September 2024 |
4.760 % |
350 basis points |
U.S. $910.48 |
U.S. $30.00 |
U.S. $880.48 |
$76,013,000 |
3.625 per cent. Notes due September 2024 |
Credit Suisse AG, acting through its New York Branch |
US22546QAP28/ |
4.250 per cent. U.S. Treasury Notes due 30 September 2024 |
4.760 % |
370 basis points |
U.S. $919.15 |
U.S. $30.00 |
U.S. $889.15 |
$107,318,000 |
2.95 per cent. Notes due April 2025 |
Credit Suisse AG, acting through its New York Branch |
US22550L2C42/ |
3.500 per cent. U.S. Treasury Notes due 15 September 2025 |
4.642 % |
350 basis points |
U.S. $887.87 |
U.S. $30.00 |
U.S. $857.87 |
$233,724,000 |
(1) Per U.S.$1,000 in principal amount of the Securities. Accrued Interest will also be paid up to (but excluding) the relevant Settlement Date. (2) Calculated as the relevant Total Consideration less the relevant Early Tender Payment. |
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Holders of the Securities who validly tender and do not validly withdraw their Securities before the Early Tender Deadline will receive the Total Consideration, which includes an Early Tender Payment of U.S.$30.00 per U.S.$1,000 principal amount of such Securities tendered by such holders that are accepted for purchase. Holders of Securities subject to the Offers who validly tender their Securities after the Early Tender Deadline, but before the Expiration Deadline (which has been extended as described below), will receive the Tender Offer Consideration, which is the Total Consideration minus U.S.$30.00 per U.S.$1,000 principal amount of Securities tendered by such holders that are accepted for purchase. Holders of Securities subject to the Offers who tendered their Securities at or before 5.00pm (New York City time) on 3 November 2022 but not thereafter (the Withdrawal Deadline) may not withdraw their Securities after the Withdrawal Deadline, unless otherwise required by law. Holders of Securities subject to the Offers who tender their Securities after the Withdrawal Deadline may not withdraw their Securities, unless otherwise required by law.
Extension of the Expiration Deadline
Credit Suisse International has amended the Offers to extend the Expiration Deadline to 11.59 p.m. (New York City time) on 18 November, 2022 (originally 10 November, 2022). Except as set forth herein, all other terms and conditions of the Offers described in the Tender Offer Memorandum remain unchanged. Each Final Settlement Date will be promptly after the applicable Expiration Deadline, and is currently expected to be 22 November 2022.
Holders of Securities are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, any Offer, copies of which are (subject to distribution restrictions) available from the Dealer Manager and the Information and Tender Agents as set out below.
Credit Suisse Securities (USA) LLC is acting as Dealer Manager and D.F. King & Co., Inc. is acting as Information and Tender Agent.
Questions and requests for assistance in connection with the Offers may be directed to the Dealer Manager:
The Dealer Manager
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue, 4th Floor
New York, New York 10010
United States
Telephone:
Within the United States:
(800) 820-1653 (U.S. toll free)
(212) 538-2147 (Collect)
Outside the United States:
+44 20 7883 8763
Attention: Liability Management Group
Email: [email protected]
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Information and Tender Agent.
The Information and Tender Agent
D.F. King & Co., Inc.
48 Wall Street New York, NY 10005
United States
Banks and Brokers (Collect):
+1 (212) 269 5550
All others (U.S. toll free):
+1 (800) 714 3311
Attention: Michael Horthman
Email: [email protected]
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. The Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to any Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Securities pursuant to the Offers. None of the Offerors, the Dealer Manager, the Information and Tender Agent or the Issuer makes any recommendation as to whether Holders should tender Securities pursuant to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offerors, the Dealer Manager, the Issuer and the Information and Tender Agent to inform themselves about and to observe any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Securities (and tenders of Securities in any Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In any jurisdiction where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Offeror's affiliates is such a licensed broker or dealer in such jurisdiction, such Offer shall be deemed to be made by such affiliate on behalf of the Offeror in such jurisdiction.
Italy. None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy (Italy) as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owner of the Securities that are resident and/or located in Italy can tender the Securities for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended from time to time) and in compliance with any other applicable laws and regulations and with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offers.
United Kingdom. This announcement and the Tender Offer Memorandum have been issued by Credit Suisse International (the Offeror) of One Cabot Square, London E14 4QJ, United Kingdom, which is authorised and regulated by the Financial Conduct Authority (the FCA) of 12 Endeavour Square, London E20 1JN, United Kingdom. This announcement and the Tender Offer Memorandum are being distributed only to existing holders of the Securities, and are only addressed to such existing Holders in the United Kingdom where they would (if they were clients of the Offeror) be per se professional clients or per se eligible counterparties of the Offeror within the meaning of the FCA rules. Neither this announcement nor the Tender Offer Memorandum is addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on this announcement or the Tender Offer Memorandum. Recipients of this announcement or the Tender Offer Memorandum should note that the Offeror is acting on its own account in relation to the Offers and will not be responsible to any other person for providing the protections which would be afforded to clients of the Offeror or for providing advice in relation to the Offers.
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being made and such documents and/or material have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement, the Tender Offer Memorandum and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and the communication of such documents and/or materials as a financial promotion is only being made to (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order), (iii) persons falling within Article 43(2) of the Financial Promotion Order, or (iv) other persons to whom it may lawfully be communicated.
France. The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have only been or shall only be distributed in France and to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des Marchés Financier.
SOURCE Credit Suisse International
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