All about the Parent Bank Merger

On 12th June 2023, UBS Group AG announced the legal close of the acquisition of Credit Suisse Group AG by way of a statutory merger. The transaction marks an exciting and challenging new chapter in our history, as well as for Switzerland and the global financial industry. As we move swiftly to integrate Credit Suisse, we are focused on creating a smooth and transparent transition for all involved. 

One of the key next steps of our integration will be to complete the legal merger of the operating parent banks Credit Suisse AG and UBS AG – including their respective branches and offices. This legal merger is being concluded pursuant to the Swiss Merger Act.

The scope of the legal merger is Credit Suisse AG and UBS AG (including their branches at the time of the legal completion of the merger) but does not include subsidiaries of Credit Suisse AG such as Credit Suisse International. The Credit Suisse AG subsidiaries will not themselves merge with UBS AG at this stage, but any ownership / control rights previously held by Credit Suisse AG shall move across to UBS AG with the merger.

Please see the diagram below for the Group structure following the completion of the legal merger.

The legal merger is the statutory merger of UBS AG and Credit Suisse AG, whereby UBS AG will be the surviving entity and Credit Suisse AG will cease to exist. By merging Credit Suisse AG with UBS AG, Credit Suisse AG’s business will transfer to UBS AG and all assets, liabilities and contracts of Credit Suisse AG (and its branches) will in principle automatically transfer to UBS AG (and its branches, as the case may be) by operation of law (the legal mechanism for this being “universal succession"). 

The legal merger will become legally effective upon the registration of the legal merger in the commercial register in Switzerland. Completion of the legal merger will be announced on the UBS website. 

Notwithstanding the legal merger described above, it is important to note that at the time of the legal merger, the two entities will not operationally merge. As such, there will be a transitionary period during which there may be two sets of operational infrastructure.

While the legal merger will be a critical step towards full integration, the operational integration will take place on a different timescale: this will occur over time and will likely be business and product specific. We will keep you updated on our plans for both aspects as they evolve.

Where the Credit Suisse IB businesses complement UBS's IB strategy, the corresponding positions/business will be transferred to UBS systems and infrastructure after we and our clients become operationally ready to allow for such transfer. Consequently, should any positions require a transfer to UBS Investment Bank’s books in order to be managed on UBS AG’s operational infrastructure, we will approach our clients in the coming months to notify them of this transfer.

Ahead of the legal merger there may be some limited instances where we may seek to either unwind, novate or move your position to a UBS AG branch in a different jurisdiction or to a different UBS entity. We will notify you if this is the case and in order to obtain any permissions as may be required.

Should you have a query relating to a particular product, branch or entity, please contact your Sales representative or email us at ib-ncl-pbm@ubs.com. 

No, positions within the Investment Bank divisions of Credit Suisse AG and its subsidiaries are not guaranteed by UBS AG. 

Yes, there may be some changes. However, UBS AG will ensure that it is appropriately authorized / licensed, which will include obtaining any new / augmentations to existing permissions as necessary to ensure that UBS AG can maintain the existing portfolio of Credit Suisse AG business at completion of the legal merger.

Up-to-date published ratings are available on our investor relations site: https://www.ubs.com/global/en/about_ubs/investor_relations/debt/ratings.html

Organizational decisions have been in-flight since the integration was announced. We will do our best to keep you informed as to any changes which may impact you. Please visit www.ubs.com/newchapter for more information. 

Any changes in your Sales coverage as may result from the integration should already have been communicated to you and we do not anticipate further changes as a result of the legal merger. However, if you are unable to contact your usual representative, please email ib-ncl-pbm@ubs.com and we will provide further assistance.

Although the majority of Credit Suisse AG agreements and related positions / transactions will transfer to UBS AG automatically upon completion of the legal merger by operation of law (in other words, by the principle of universal succession), they will do so under their existing terms and agreements. As such, there will be no automatic conversion of positions and trading agreements to UBS AG terms, nor consolidation with any existing UBS AG trading agreements at this stage. Existing trading and margin legal documentation will remain operational until such time as they are consolidated (where possible and applicable).

In particular, the above description applies to any general terms of business or general conditions (or other equivalent or similar document) (“Business Terms/Conditions”) issued by Credit Suisse AG (or by any branch). Respective Business Terms/Conditions of UBS AG (or its branch) will not automatically apply as a result of the legal merger to clients who currently trade with Credit Suisse AG under those Business Terms/Conditions relating to Credit Suisse AG (and these terms/conditions may differ from those that are in place with UBS AG). Please contact your Sales representative if you have further questions on terms of business or general conditions.

Where you have entered into a collateral management agreement with (i) Credit Suisse AG (or a branch), (ii) a third party custodian/collateral manager, (and (iii) where applicable, a further party such as a depositary of the assets) to support an underlying trading agreement between yourself and Credit Suisse AG (or its branch), that collateral management agreement, whether tripartite or between four parties, will as a result of universal succession, automatically transfer upon the completion of the legal merger from Credit Suisse AG (or a branch) to UBS AG (or a branch). Pre-merger notifications have also been issued separately to the other contracting parties to these collateral management agreements so that all parties have the same information regarding the impact of the legal merger on those agreements. Collateral management agreements include but are not limited to, an account control agreement, triparty account control agreement, segregated account control agreement, collateral account control agreement, blocked account agreement, custodial undertaking under a master repurchase agreement, custodial undertaking under a master stock lending and borrowing agreement, custody agreement executed between a chargor or pledgor, a secured party and you, and each other equivalent or similar agreement (howsoever named).

Upon completion of the legal merger, your positions and agreements referred to in the above two questions will transfer from Credit Suisse AG (or its branch) to UBS AG (or its branch in the same location as the branch of Credit Suisse AG) unless we advise you otherwise. In terms of any address and contact details in the legal notice provisions in your agreements, where you are a client or a trading counterparty of Credit Suisse AG, these will remain the same for the replacement UBS AG entity or branch, unless we advise you otherwise. The custodian/collateral manager has been advised separately should any legal notice address and contact details for UBS AG (or its branch in the same location as the branch of Credit Suisse AG) change following the completion of the legal merger.

No, although post PBM your CS AG agreement will become a UBS AG agreement that is distinct from other UBS AG agreements 

Please note that upon completion of the legal merger, no new transactions will take place in the name of Credit Suisse AG. Should you be interested in onboarding with UBS AG, including entering into a new trading agreement to commence trading via this entity, please contact your usual Sales representative.

If you are already onboarded as a UBS AG client, please contact your usual Sales representative to discuss. Certain conditions may apply.

If you are not yet set up as a UBS AG client, additional onboarding steps may be required. Please raise any such request with your usual Sales representative.

New business is generally being entered into through UBS AG entities only. However, should you want to restructure or unwind a position you currently hold with Credit Suisse AG, please contact your usual Sales representative.

Please speak with your usual coverage representative who will direct your election to the appropriate desk

These notes will legally become UBS AG issuance as a consequence of the legal merger. As such, all rights and obligations of Credit Suisse AG in connection with its structured products will be transferred to UBS AG and the respective branches. Given this, final terms or pricing supplements will not be updated. Any changes required to investor documentation will be updated in due course. However, should you have any further queries on this subject, please contact your usual Sales representative detailing which product and notes series you are referring to.

Upon completion of the legal merger, UBS AG (as the surviving entity) will by operation of law replace Credit Suisse AG as lender of record. Please speak with your usual representative should you have any questions about a specific loan facility.

Upon completion of the legal merger, UBS AG (as the surviving entity) will by operation of law replace Credit Suisse AG as administrative agent; the administration of your loan facility will continue uninterrupted through the maturity of the loan facility in accordance with existing loan documentation. In the event there are any changes to administrative details, UBS will communicate such changes to you in advance.

Upon completion of the legal merger, UBS AG (as the surviving entity) will by operation of law replace Credit Suisse AG as security/collateral agent, and UBS AG will succeed to the security interests granted to Credit Suisse AG. There may be certain instances where actions are required in connection with security interests in certain collateral. In such instances, UBS will be in touch in due course.

Upon completion of the legal merger, UBS AG (as the surviving entity) will by operation of law will become the letter of credit issuer with respect to letters of credit issued by Credit Suisse AG, and will continue to honor such letters of credit in accordance with their terms.

Upon completion of the legal merger, UBS AG (as the surviving entity) will replace Credit Suisse AG as the lender of record with respect to loans made by Credit Suisse AG. Please speak with your usual representative should you have any questions about a specific loan facility.

Any UBS AG and Credit Suisse AG platforms in place prior to the completion of the legal merger will continue to operate in parallel in the immediate period post the completion of the legal merger. We will notify you of any further changes in due course.

Only clients actively onboarded to relevant UBS entities and branches (including but not limited to UBS AG) may have access to Neo. Clients previously onboarded to Credit Suisse AG - who will become clients of UBS AG via the legal merger - will not have access to the platform.

If you wish to transact with UBS AG, you will need to go through standard onboarding procedures. Please contact your usual Sales representative to discuss.

Upon completion of the legal merger, Credit Suisse AG, as a legal entity, will cease to exist and the LEI for Credit Suisse AG will be replaced with that of UBS AG (i.e., BFM8T61CT2L1QCEMIK50). 

Your Sales contact at UBS AG will take all necessary internal steps so that transaction activity can continue after the completion of the legal merger. In some cases, this might require a review of credit lines.

Given the acquisition of Credit Suisse Group AG by UBS Group AG was completed in June 2023 by way of a statutory merger, your positions at UBS AG and Credit Suisse AG should be aggregated to consider concentration risk at the overall Group level. We recommend that you consult with your internal risk management teams to review your risk exposure.

Not immediately. The operational integration will take place on a different timescale to the legal merger: this will occur over time and will likely be business and product specific. Businesses which were previously conducted out of Credit Suisse AG will continue to have separate operational processes until any such operational integration has been completed.

No. Please reach out to your usual Credit Suisse AG contacts for any operational questions including lifecycle events, tax enquiries, collateral calls, settlement instructions or corporate action changes.

No. The valuation methodology of your trades should not change as a result of the legal merger since your trades will initially remain on the same infrastructure.

The format and the structure of your report should remain broadly unchanged although the legal entity name will change from Credit Suisse AG to UBS AG and we shall ensure reports comply with UBS policy.

The format and the structure of your report should remain substantially the same; however, the legal entity name will change from Credit Suisse AG to UBS AG.

Credit Suisse AG is in the process of moving to UBS as its nostro agent for certain accounts denominated in EUR, GBP, SGD, HKD, CNY, JPY and USD only. This will result in new cash standard settlement instructions (“SSIs”) for certain flows in these currencies and with the exception of USD, these are planned to take effect ahead of the legal merger. Our Operations teams are separately communicating these changes to you in order of the sequence listed above.

Whilst post legal merger the beneficiary name will change from Credit Suisse AG to UBS AG (formerly Credit Suisse AG), in most instances the existing SWIFT business identifier codes (“BICs”) for Credit Suisse AG branches will continue to be used unless we advise you otherwise.

Yes, although for certain trades you may receive an equivalent confirmation delivered from a UBS AG email address. The form of the confirmation however, should not substantially change.

Yes. The LEI on your reports will need to change as the LEI for Credit Suisse AG (ANGGYXNX0JLX3X63JN86) will be replaced with that of UBS AG (BFM8T61CT2L1QCEMIK50), upon completion of the legal merger.

All new reports post completion of the legal merger should be produced using the UBS AG LEI. Treatment of existing open positions vary by jurisdiction. We would recommend that you discuss this with the trade repository to whom you report.

As part of the legal merger, future trades with some former Credit Suisse AG businesses will use the MiFID Systematic Internalizer (“SI”) status of their successor UBS AG entity. Upon completion of the legal merger, when your trade reference data automatically updates and relevant trades are recognized as being with the successor UBS AG entity, normal market data protocols on SI status will apply.

At the date of the legal merger copies of the required W-8Ben-E “FATCA Only” forms and CRS Forms can be found on a FATCA / CRS Form distribution website and the link will be provided here in due course.

Yes. As long as your trading positions continue to sit within two sets of infrastructure, you will continue to have two sets of contacts. 

Please continue to contact your existing collateral manager for any “business as usual” margin call activity.

Yes. To the extent that prior to completion of the legal merger you had separate trading agreements with each entity, such trading agreements continue to be separate upon completion of the legal merger and you will therefore continue to receive separate margin calls.

To the extent that prior to the completion of the legal merger you had separate trading agreements with each entity, such trading agreements continue to be separate upon completion of the legal merger and you will therefore continue to receive separate margin payments.

Initial Margin thresholds are calculated at a Group level; since completion of UBS Group AG’s acquisition of Credit Suisse Group AG on 12 June 2023 by way of a statutory merger, the total threshold has been applied across the new combined Group. Since then, we have been working with counterparties to consolidate these thresholds. If you have not already been contacted, please email sh-umr_clientqueries@ubs.com.

There will be no change to Acadiasoft message electronic IDs (i.e., AMP id), for either UBS AG or Credit Suisse AG at the point of the legal merger.

Yes. At this point we are only legally, rather than operationally, merging and will continue to maintain separate cash and securities accounts, and therefore separate SSIs.

With regard to the Credit Suisse AG SSIs you currently use, please refer to Question 35.

The management of lifecycle events impacting your transactions does not change upon the completion of the legal merger. Your Sales representative will be able to answer any questions pertaining to lifecycle events you may have.

If you receive documents in the name of Credit Suisse AG (or its branches) after the legal merger, the automatic legal transfer means that any such document should be interpreted as referring to UBS AG (or the relevant branch) instead.