Davis Polk – UBS AG $2 Billion Tier 2 Subordinated Notes Offering

Davis Polk advised UBS Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBS Securities Inc. and Wells Fargo Securities, LLC as joint bookrunners on a Section 3(a)(2) exempt offering by UBS AG, acting through its Stamford branch, of $2 billion aggregate principal amount of 7.625% tier 2 subordinated notes due 2022. The notes are subject to a contingent low-trigger write-down resulting in the full write-down of principal amount. The notes represent the first Basel III-compliant contingent capital to be offered in the United States.

UBS AG is a global firm, serving private, institutional and corporate clients worldwide, as well as retail clients in Switzerland. UBS AG’s business strategy is centered on its preeminent global wealth management businesses and its universal bank in Switzerland. Headquartered in Zurich and Basel, Switzerland, UBS AG has offices in more than 50 countries, including all major financial centers.

The Davis Polk corporate team included partner Jeffrey M. Oakes and associates Shane Tintle and Bin Hu. The tax team included partner John D. Paton, associate Adam B. Perry and law clerk Tracy L. Matlock. Partner Luigi L. De Ghenghi provided financial institutions advice. Partner Simon Witty provided English law advice. Members of the Davis Polk team are based in the London and New York offices.

www.davispolk.com