UBS has filed a registration statement (including a prospectus, as supplemented
by a product supplement for the Notes) with the Securities and Exchange Commission (the “SEC”), for the Notes to which
this document relates. Before you invest, you should read these documents and any other documents related to the Notes that UBS
has filed with the SEC for more complete information about UBS and the Notes. You may obtain these documents for free from the
SEC website at www.sec.gov. Our Central Index Key, or CIK, on the SEC website is 0001114446.
You may access these documents on the SEC website at www.sec.gov
as follows:
This document, together with the documents listed
above, contains the terms of the Notes and supersedes all other prior or contemporaneous oral statements as well as any
other written materials including all other prior pricing terms, correspondence, trade ideas, structures for implementation,
sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the
matters set forth in “Key Risks” beginning on page 5 and in “Risk Factors” in the accompanying
product supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult
your investment, legal, tax, accounting and other advisors before deciding to invest in the Notes.
UBS reserves the right to change the terms of, or reject any offer to
purchase, the Notes prior to their issuance. In the event of any changes to the terms of the Notes, UBS will notify you and you
will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case
UBS may reject your offer to purchase.
Preliminary
Terms for Each Offering of the Notes
Issuer
|
UBS AG, London Branch
|
Principal Amount
|
$10 per Note
|
Term
|
Approximately 36 months, unless subject to an automatic call. In the event that we make any change to the expected trade date and settlement date, the calculation agent may adjust the observation dates and coupon payment dates, as well as the final valuation date and maturity date to ensure that the stated term of the Notes remains the
same.
|
Underlying
Asset
|
The common stock of a specific company, as indicated on the cover hereof.
|
Contingent Coupon & Contingent Coupon Rate
|
If the closing level of the underlying asset is equal to or greater
than the coupon barrier on any observation date (including the final valuation date),
UBS will pay you the contingent coupon
applicable to such observation date.
If the closing level of the underlying asset is less than the coupon
barrier on any observation date (including the final valuation date),
the contingent coupon applicable to such observation
date will not accrue or be payable and UBS will not make any payment to you on the relevant coupon payment date.
The contingent coupon is a fixed amount based upon
equal periodic installments at the contingent coupon rate, which is a per annum rate. The table below sets forth the contingent
coupon rate and contingent coupon for each Note that would be applicable to each observation date on which the closing level of
the underlying asset is equal to or greater than the coupon barrier.
|
|
|
Bank of America Corporation
|
Kansas City Southern
|
Pfizer Inc.
|
PayPal Holdings, Inc.
|
|
Contingent
Coupon Rate
|
8.00%
|
8.00%
|
7.00%
|
8.00%
|
|
Contingent
Coupon
|
$0.200
|
$0.200
|
$0.175
|
$0.200
|
|
Contingent coupons on the Notes are not guaranteed. UBS will not pay you the contingent coupon for any observation date on which the closing level of the underlying asset is less than the coupon barrier.
|
Coupon Barrier
(1)
|
A specified level of the underlying asset that is less
than the initial level, equal to a percentage of the initial level and equal to the downside threshold, as specified on the cover
hereof.
The actual coupon barrier for the Notes will be set on the trade date to
the same percentage as the downside threshold.
|
Automatic Call Feature
|
UBS will automatically call the Notes if the closing level
of the underlying asset on any observation date (quarterly, beginning after six months) prior to the final valuation
date is equal to or greater than the initial level.
If the Notes are subject to an automatic call, UBS will
pay you on the corresponding coupon payment date (which will be the “call settlement date”) a cash
payment per Note equal to your principal amount plus the contingent coupon otherwise due on such date (the “call settlement amount”). Following an
automatic call, no further payments will be made on the Notes.
|
Payment at Maturity (per Note)
|
If the Notes are not subject to an automatic call and the final level
is equal to or greater than the downside threshold,
UBS will pay you a cash payment equal to:
Principal Amount of $10
If the Notes are not subject to an automatic call and the final level
is less than the downside threshold,
UBS will pay you a cash payment that is less than the principal amount, if anything, equal
to:
$10
´
(1 + Underlying Return)
In such a case, you will suffer a percentage loss on your initial investment
equal to the underlying return.
|
Underlying Return
|
The quotient, expressed as a percentage, of the following formula:
Final Level – Initial Level
Initial Level
|
Downside Threshold
(1)
|
A specified level of the underlying asset that is less than the initial level, equal to a percentage of the
initial level and equal to the coupon barrier, as specified on the cover hereof.
The actual downside threshold for the Notes will be set on the trade date
to the same percentage as the coupon barrier.
|
Initial Level
(1)
|
The closing level of the underlying asset on the trade date.
|
Final Level
(1)
|
The closing level of the underlying asset on the final valuation date.
|
(1)
As determined
by the calculation agent and as may be adjusted in the case of certain adjustment events as described under “General
Terms of the Notes — Antidilution Adjustments for Notes Linked to an Underlying Equity or Equity Basket Asset”
and “Reorganization Events for Notes Linked to an Underlying Equity or Equity Basket Asset” in the TACYN product
supplement.
|
Investment
Timeline
Trade date
|
|
The initial level of the underlying asset is observed and the final
terms of the Notes are set.
|
|
¯
|
|
|
|
Quarterly
(callable after six months)
|
|
If the closing level is equal to or greater than the coupon barrier on
any observation date (including the final valuation date), UBS will pay you a contingent coupon on the applicable coupon payment
date.
The Notes will be subject to an automatic call if the closing level of
the underlying asset on any observation date (quarterly, beginning after six months) prior to the final valuation date is equal to
or greater than the initial level.
If the Notes are subject to an automatic call UBS will pay you a cash payment
per Note equal to your principal amount plus the contingent coupon otherwise due on such date. Following an automatic call, no
further payments will be made on the Notes.
|
|
¯
|
|
|
|
Maturity date
|
|
The final level is observed on the final valuation date and the underlying
return of the underlying asset is calculated.
If the Notes are not subject to an automatic call and the final level
is equal to or greater than the downside threshold,
UBS will pay you a cash payment per Note equal to:
Principal Amount of $10
If the Notes are not subject to an automatic call and the final level
is less than the downside threshold,
UBS will pay you a cash payment per Note that is less than the principal amount, if anything,
equal to:
$10
´
(1 + Underlying Return)
In such a case, you will suffer a percentage loss on your initial investment
equal to the underlying return.
|
|
Investing in the Notes involves significant risks. You
may lose a significant portion or all of your initial investment. Any payment on the Notes, including any repayment of
principal, is subject to the creditworthiness of UBS. If UBS were to default on its payment obligations, you may not receive
any amounts owed to you under the Notes and you could lose all of your initial investment.
If the Notes are not subject to an automatic call, you may lose a significant
portion or all of your initial investment. Specifically, if the Notes are not subject to an automatic call and the final level
is less than the downside threshold, you will lose a percentage of your principal amount equal to the underlying return and, in
extreme situations, you could lose all of your initial investment.
Observation Dates
(1)
and Coupon Payment Dates
(1)(2)(3)
Observation Dates
|
Coupon
Payment Dates
|
Observation Dates
|
Coupon
Payment Dates
|
Observation Dates
|
Coupon
Payment Dates
|
August 20, 2018*
|
August 22, 2018*
|
August 19, 2019
|
August 21, 2019
|
August 18, 2020
|
August 20, 2020
|
November 19, 2018*
|
November 21, 2018
|
November 18, 2019
|
November 20, 2019
|
November 18, 2020
|
November 20, 2020
|
February 19, 2019
|
February 21, 2019
|
February 18, 2020
|
February 20, 2020
|
February 18, 2021
|
February 22, 2021
|
May 20, 2019
|
May 22, 2019
|
May 18, 2020
|
May 20, 2020
|
Final Valuation Date
|
Maturity Date
|
|
*
|
The Notes are not callable until the first potential call settlement date, which is November 21, 2018.
|
|
(1)
|
Subject to the market disruption event provisions set forth in the TACYN product supplement.
|
|
(2)
|
If you are able to sell the Notes in the secondary market on an observation date, the purchaser of the Notes will be deemed
to be the record holder on the applicable record date and therefore you will not be entitled to any payment attributable to that
observation date.
|
|
(3)
|
Two business days following each observation date, except that the coupon payment date for the final valuation date is
the maturity date.
|
Key Risks
An investment in the Notes involves significant
risks. Investing in the Notes is not equivalent to investing in the underlying asset. Some of the key risks that apply to the Notes are summarized below, but we urge you to read the more detailed explanation of risks relating to
the Notes in the “Risk Factors” section of the TACYN product supplement. We also urge you to consult your
investment, legal, tax, accounting and other advisors before you invest in the Notes.
|
¨
|
Risk of loss at maturity —
The Notes differ from ordinary debt securities in that UBS will not necessarily make
periodic coupon payments or repay the principal amount of the Notes at maturity. If the Notes are not subject to an automatic call
and the final level is less than the downside threshold, you will lose a percentage of your principal amount equal to the underlying
return and, in extreme situations, you could lose all of your initial investment.
|
|
¨
|
The contingent repayment of principal applies only at maturity —
You should be willing to hold your Notes to maturity.
If you are able to sell your Notes prior to an automatic call or maturity in the secondary market, you may have to sell them at
a loss relative to your initial investment even if the then-current level of the underlying asset at that time is equal to or greater
than the downside threshold. All payments on the Notes are subject to the creditworthiness of UBS.
|
|
¨
|
You may not receive any contingent coupons with respect to your Notes—
UBS will not necessarily make periodic
coupon payments on the Notes. UBS will pay a contingent coupon for each observation date on which the closing level of the underlying
asset is equal to or greater than the coupon barrier. If the closing level of the underlying asset is less than the coupon barrier
on any observation date, UBS will not pay you the contingent coupon applicable to such observation date. If the closing level of
the underlying asset is less than the coupon barrier on each of the observation dates, UBS will not pay you any contingent coupons
during the term of, and you will not receive a positive return on, your Notes. Generally, this non-payment of the contingent coupon
coincides with a period of greater risk of principal loss on your Notes.
|
|
¨
|
Your potential return on the Notes is limited to any contingent coupons and you will not
participate in any appreciation of the underlying asset
— The return potential of the Notes is limited to the pre-specified
contingent coupon rate, regardless of any appreciation of the underlying asset. In addition, your return on the Notes will vary
based on the number of observation dates, if any, in which the requirements of the contingent coupon have been met prior to maturity
or an automatic call. Further, if the Notes are subject to an automatic call, you will not receive any contingent coupons or any
other payment in respect of any observation dates after the applicable call settlement date. Because the Notes may be subject to
an automatic call as early as the first potential call settlement date, the total return on the Notes could be less than if the
Notes remained outstanding until maturity. Furthermore, if the Notes are not subject to an automatic call, you may be subject to
the decline of the underlying asset even though you cannot participate in any appreciation of the underlying asset. As a result,
the return on an investment in the Notes could be less than the return on a direct investment in the underlying asset. In addition,
as an owner of the Notes, you will not have voting rights or any other rights of a holder of the underlying asset.
|
|
¨
|
A higher contingent coupon rate or lower downside threshold or coupon barrier may reflect greater expected volatility of
the underlying asset, and greater expected volatility generally indicates an increased risk of loss at maturity —
The
economic terms for the Notes, including the contingent coupon rate, coupon barrier and downside threshold, are based, in part,
on the expected volatility of the underlying asset at the time the terms of the Notes are set. “Volatility” refers
to the frequency and magnitude of changes in the level of the underlying asset. The greater the expected volatility of the underlying
asset as of the trade date, the greater the expectation is as of that date that the closing level of the underlying asset could
be less than the coupon barrier on any observation date and that the final level of the underlying asset could be less than the
downside threshold on the final valuation date and, as a consequence, indicates an increased risk of not receiving a contingent
coupon and an increased risk of loss, respectively. All things being equal, this greater expected volatility will generally be
reflected in a higher contingent coupon rate than the yield payable on our conventional debt securities with a similar maturity
or on otherwise comparable securities, and/or a lower downside threshold and/or coupon barrier than those terms on otherwise comparable
securities. Therefore, a relatively higher contingent coupon rate may indicate an increased risk of loss. Further, relatively lower
downside thresholds and/or coupon barriers may not necessarily indicate that the Notes have a greater likelihood of a return of
principal at maturity and/or paying contingent coupons. You should be willing to accept the downside market risk of the underlying
asset and the potential to lose a significant portion or all of your initial investment.
|
|
¨
|
Reinvestment risk —
The Notes will be subject to an automatic call if the closing level of the underlying
asset is equal to or greater than the initial level on certain observation dates prior
to the final valuation date, as set forth under “Observation Dates and Coupon Payment Dates” above. Because the Notes
could be subject to
an automatic
call, the term of
your investment
may be
limited. In
the event that
the Notes are subject to an automatic call, there is no guarantee that you would be able to
reinvest the proceeds at a comparable return and/or with a comparable contingent coupon rate for a similar level of risk. In
addition, to the extent you are able to reinvest such proceeds in an investment comparable to the Notes, you may incur
transaction costs such as dealer discounts and hedging costs built into the price of the new securities. Generally, however,
the longer the Notes remain outstanding, the less likely the Notes will be subject to an automatic call due to the decline
in the level of the
underlying asset and the shorter time remaining for the level of the underlying asset to recover. Such
periods generally coincide with a period of greater risk of principal loss on your Notes.
|
|
¨
|
Credit risk of UBS —
The Notes are unsubordinated, unsecured debt obligations of UBS and are not, either directly
or indirectly, an obligation of any third party. Any payment to be made on the Notes, including any repayment of principal, depends
on the ability of UBS to satisfy its obligations as they come due. As a result, UBS’ actual and perceived creditworthiness
of UBS may affect the market value of the Notes. If UBS were to default on its obligations, you may not receive any amounts owed
to you under the terms of the Notes and you could lose all of your initial investment.
|
|
¨
|
Single equity risk —
The level of the underlying asset can rise or fall sharply due to factors specific to
that underlying asset and the issuer of such underlying asset (the "underlying asset issuer"), such as stock price
volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions
and other events, as well as general market factors, such as general market volatility and levels, interest rates and
economic and political conditions. You, as an investor in the Notes, should make your own investigation into the underlying asset issuer and the underlying asset for your Notes. For additional information regarding the underlying asset
issuer, please see “Information about the Underlying Asset” in this document and the underlying asset issuer's SEC filings referred to in that section.
We urge you to review financial and other
information filed periodically by the applicable underlying asset issuer with the SEC.
|
|
¨
|
Fair value considerations.
|
|
¨
|
The issue price you pay for the Notes will exceed their estimated initial value —
The issue price you pay for
the Notes will exceed their estimated initial value as of the trade date due to the inclusion in the issue price of the underwriting
discount, hedging costs, issuance costs and projected profits. As of the close of the relevant markets on the trade date, we will
determine the estimated initial value of the Notes by reference to our internal pricing models and it will be set forth in the
final pricing supplement. The pricing models used to determine the estimated initial value of the Notes incorporate certain variables,
including the level and volatility of the underlying asset, any expected dividends on the underlying asset, if applicable, prevailing
interest rates, the term of the Notes and our internal funding rate. Our internal funding rate is typically lower than the rate
we would pay to issue conventional fixed or floating rate debt securities of a similar term. The underwriting discount, hedging
costs, issuance costs, projected profits and the difference in rates will reduce the economic value of the Notes to you. Due to
these factors, the estimated initial value of the Notes as of the trade date will be less than the issue price you pay for the
Notes.
|
|
¨
|
The estimated initial value is a theoretical price; the actual price that you may be able to sell your Notes in any secondary
market (if any) at any time after the trade date may differ from the estimated initial value —
The value of your Notes
at any time will vary based on many factors, including the factors described above and in “—Single equity risk”
above and is impossible to predict. Furthermore, the pricing models that we use are proprietary and rely in part on certain assumptions
about future events, which may prove to be incorrect. As a result, after the trade date, if you attempt to sell the Notes in the
secondary market, the actual value you would receive may differ, perhaps materially, from the estimated initial value of the Notes
determined by reference to our internal pricing models. The estimated initial value of the Notes does not represent a minimum or
maximum price at which we or any of our affiliates would be willing to purchase your Notes in any secondary market at any time.
|
|
¨
|
Our actual profits may be greater or less than the differential between the estimated initial value and the issue price
of the Notes as of the trade date —
We may determine the economic terms of the Notes, as well as hedge our obligations,
at least in part, prior to the trade date. In addition, there may be ongoing costs to us to maintain and/or adjust any hedges and
such hedges are often imperfect. Therefore, our actual profits (or potentially, losses) in issuing the Notes cannot be determined
as of the trade date and any such differential between the estimated initial value and the issue price of the Notes as of the trade
date does not reflect our actual profits. Ultimately, our actual profits will be known only at the maturity of the Notes.
|
|
¨
|
Limited or no secondary market and secondary market price considerations.
|
|
¨
|
There may be little or no secondary market for the Notes —
The Notes will not be listed or displayed on any securities
exchange or any electronic communications network. UBS Securities LLC and its affiliates intend, but are not required, to make
a market for the Notes and may stop making a market at any time. If you are able to sell your Notes prior to maturity, you may
have to sell them at a substantial loss. Furthermore, there can be no assurance that a secondary market for the Notes will develop.
The estimated initial value of the Notes does not represent a minimum or maximum price at which we or any of our affiliates would
be willing to purchase your Notes in any secondary market at any time.
|
|
¨
|
The price at which UBS Securities LLC and its affiliates may offer to buy the Notes in the secondary market (if any)
may be greater than UBS’ valuation of the Notes at that time, greater than any other secondary market prices provided
by unaffiliated dealers (if any) and, depending on your broker, greater than the valuation provided on your customer account
statements —
For a limited period of time following the issuance of the Notes, UBS Securities LLC or its
affiliates may offer
to buy or sell such Notes at a price that exceeds (i) our valuation of the Notes at that time based on our internal
pricing models, (ii) any secondary market prices provided by unaffiliated dealers (if any) and (iii) depending on your
broker, the valuation provided on customer account statements. The price that UBS Securities LLC may initially offer to buy
such Notes following issuance will exceed the valuations indicated by our internal pricing models due to the inclusion for a
limited period of time of the aggregate value of the underwriting discount, hedging costs, issuance costs and theoretical
projected trading profit. The portion of such amounts included in our price will decline to zero on a straight line basis
over a period ending no later than the date specified under “Supplemental Plan of Distribution (Conflicts of
Interest); Secondary
Markets (if any)”. Thereafter, if UBS Securities LLC or an affiliate makes secondary markets in the Notes, it
will do so at prices that reflect our estimated value determined by reference to our internal pricing models at that time.
The temporary positive differential relative to our internal pricing models arises from requests from and arrangements made
by UBS Securities LLC with the selling agents of structured debt securities such as the Notes. As described above, UBS
Securities LLC and its affiliates intend, but are not required, to make a market for the Notes and may stop making a market
at any time. The
price at which UBS Securities LLC or an affiliate may make secondary markets at any time (if at all) will also
reflect its then current bid-ask spread for similar sized trades of structured debt securities. UBS Financial Services Inc.
and UBS Securities LLC reflect this temporary positive differential on their customer statements. Investors should inquire
as to the valuation
provided on customer account statements provided by unaffiliated dealers.
|
|
|
|
|
¨
|
Economic and market factors affecting the terms and market price of Notes prior to maturity
— Because structured
notes, including the Notes, can be thought of as having a debt component and a derivative component, factors that influence the values of debt instruments and options and other derivatives will also affect the terms and features of the Notes at issuance and
the market price of the Notes prior to maturity. These factors include the level of the underlying asset; the volatility of the
underlying asset; any dividends paid on the underlying asset; the time remaining to the maturity of the Notes; interest rates
in the markets; geopolitical conditions and economic, financial, political, force majeure and regulatory or judicial events; whether
the underlying asset is currently or has been less than the coupon barrier; the availability of comparable instruments; and the
creditworthiness of UBS; the then current bid-ask spread for the Notes and the factors discussed under “— Potential
conflict of interest” below. These and other factors are unpredictable and interrelated and may offset or magnify each other.
|
|
¨
|
Impact of fees and the use of internal funding rates rather than secondary market credit spreads on secondary market prices
—
All other things being equal, the use of the internal funding rates described above under “— Fair value
considerations” as well as the inclusion in the issue price of the underwriting discount, hedging costs, issuance costs and
any projected profits are, subject to the temporary mitigating effect of UBS Securities LLC’s and its affiliates’ market
making premium, expected to reduce the price at which you may be able to sell the Notes in any secondary market.
|
|
¨
|
There can be no assurance that the investment view implicit in the Notes will be successful —
It is impossible
to predict whether and the extent to which the level of the underlying asset will rise or fall and there can be no assurance that
the closing level of the underlying asset will be equal to or greater than the coupon barrier on any observation date, or, if the
Notes are not subject to an automatic call, that the final level will be equal to or greater than the downside threshold. The level
of the underlying asset will be influenced by complex and interrelated political, economic, financial and other factors that affect
the underlying asset issuer. You should be willing to accept the downside risks of owning equities in general and the underlying
asset in particular, and the risk of losing a significant portion or all of your initial investment.
|
|
¨
|
There is no affiliation between the underlying asset issuer and UBS, and UBS is not responsible for any disclosure
by such issuer —
We are not affiliated with the underlying asset issuer. However, we and our affiliates may currently,
or from time to time in the future engage in business with the underlying asset issuer. However, we are not affiliated with the
underlying asset issuer and are not responsible for such issuer’s public disclosure of information, whether contained in
SEC filings or otherwise. You, as an investor in the Notes, should conduct your own investigation into the underlying asset and
the underlying asset issuer for your Notes. The underlying asset issuer is not involved in the Notes offered hereby in any way
and has no obligation of any sort with respect to your Notes. The underlying asset issuer has no obligation to take your interests
into consideration for any reason, including when taking any corporate actions that might affect the value of your Notes.
|
|
¨
|
The calculation agent can make antidilution and reorganization adjustments that affect the payment to you at maturity
—
For
antidilution and reorganization events affecting the underlying asset, the calculation agent may make adjustments to the initial
level, coupon barrier, downside threshold and/or final level, as applicable, and any other term of the Notes. However, the calculation
agent will not make an adjustment in response to every corporate event that could affect the underlying asset. If an event occurs
that does not require the calculation agent to make an adjustment, the market value of the Notes and the payment at maturity may
be materially and adversely affected. In addition, all determinations and calculations concerning any such adjustments will be
made by the calculation agent. You should be aware that the calculation agent may make any such adjustment, determination or calculation
in a manner that differs from that discussed in the TACYN product supplement or this document as necessary
to achieve an equitable result. Following certain reorganization events relating to the underlying asset issuer where such issuer
is not the surviving entity, the determination as to whether the contingent coupon is payable to you on any coupon payment date,
whether the Notes are subject to an automatic call or the amount you receive at maturity may be based on the equity security of
a successor to the underlying asset issuer in combination with any cash or any other assets distributed to holders of the underlying
asset in such reorganization event. If the underlying asset issuer becomes subject to (i) a reorganization event whereby the underlying
asset is exchanged solely for cash, (ii) a merger or consolidation with UBS or any of its affiliates, or (iii) the underlying asset
is delisted or otherwise suspended from trading, the determination as to whether the contingent coupon is payable to you on any
coupon payment date, whether the Notes are subject to an automatic call or the amount you receive at maturity may be based on a
substitute security. The occurrence of any antidilution or reorganization event and the consequent adjustments may materially and
adversely affect the value of the Notes and your payment at maturity, if any. For more information, see the sections “General
Terms of the Notes — Antidilution Adjustments for Notes Linked to an Underlying Equity or Equity Basket Asset” and
“—Reorganization Events for Notes Linked to an Underlying Equity or Equity Basket Asset” in the TACYN product
supplement.
|
|
¨
|
Potential UBS impact on the underlying asset —
Trading or transactions by UBS or its affiliates in the underlying
asset, listed and/or over-the-counter options, futures, exchange-traded funds or other instruments with returns linked to the performance
of the underlying asset, may adversely affect the market price of that underlying asset on any observation date (including the
final valuation date) and, therefore, the market value of the Notes and any payment of any contingent coupons or at maturity.
|
|
¨
|
Potential conflict of interest —
UBS and its affiliates may engage in business with an underlying asset
issuer, which may present a conflict between the obligations of UBS and you, as a holder of the Notes. There are also
potential conflicts of interest between you and the calculation agent, which will be an affiliate of UBS and which will make
potentially subjective judgments. The calculation agent will determine whether the contingent coupon is payable to you on
any coupon payment date,
whether the Notes are subject to an automatic call and the payment at maturity of the Notes, if any,
based on observed levels of the underlying asset. The calculation agent can postpone the determination of the terms of the
Notes on
the trade date, any
observation date or final valuation date, respectively. As UBS determines the economic terms of the
Notes, including the contingent coupon rate, downside threshold and coupon barrier, and such terms include the underwriting
discount, hedging costs,
issuance costs and
projected profits, the Notes represent a package of economic terms. There are other potential conflicts
of interest insofar as
an investor could
potentially get better economic terms if that investor entered into exchange-traded
and/or OTC derivatives or other instruments with third parties, assuming that such instruments were available and the
investor had the ability to assemble and enter into such instruments.
|
|
|
|
|
¨
|
Potentially inconsistent research, opinions or recommendations by UBS —
UBS and its affiliates publish research
from time to time on financial markets and other matters that may influence the value of the Notes, or express opinions or provide
recommendations that are inconsistent with purchasing or holding the Notes. Any research, opinions or recommendations expressed
by UBS or its affiliates may not be consistent with each other and may be modified from time to time without notice. Investors
should make their own independent investigation of the merits of investing in the Notes and the underlying asset to which the Notes
are linked.
|
|
¨
|
The Notes are not bank deposits —
An investment in the Notes carries risks which are very different from the
risk profile of a bank deposit placed with UBS or its affiliates. The Notes have different yield and/or return, liquidity and risk
profiles and would not benefit from any protection provided to deposits.
|
|
¨
|
Under certain circumstances, the Swiss Financial Market Supervisory Authority (“FINMA”) has the power to take
actions that may adversely affect the Notes —
Pursuant to article 25 et seq. of the Swiss Banking Act, FINMA has broad
statutory powers to take measures and actions in relation to UBS if it (i) is overindebted, (ii) has serious liquidity problems
or (iii) fails to fulfill the applicable capital adequacy provisions after expiration of a deadline set by FINMA. If one of these
prerequisites is met, the Swiss Banking Act grants significant discretion to FINMA to open restructuring proceedings or liquidation
(bankruptcy) proceedings in respect of, and/or impose protective measures in relation to, UBS. In particular, a broad variety of
protective measures may be imposed by FINMA, including a bank moratorium or a maturity postponement, which measures may be ordered
by FINMA either on a stand-alone basis or in connection with restructuring or liquidation proceedings. In a restructuring proceeding,
the resolution plan may, among other things, (a) provide for the transfer of UBS’s assets or a portion thereof, together
with debts and other liabilities, and contracts of UBS, to another entity, (b) provide for the conversion of UBS’s debt and/or
other obligations, including its obligations under the Notes, into equity and/or (c) potentially provide for haircuts on obligations
of UBS, including its obligations under the Notes. Although no precedent exists, if one or more measures under the revised regime
were imposed, such measures may have a material adverse effect on the terms and market value of the Notes and/or the ability of
UBS to make payments thereunder.
|
|
¨
|
Dealer incentives —
UBS and its affiliates act in various capacities with respect to the Notes. We and our affiliates
may act as a principal, agent or dealer in connection with the sale of the Notes. Such affiliates, including the sales representatives,
will derive compensation from the distribution of the Notes and such compensation may serve as an incentive to sell these Notes
instead of other investments. We will pay total underwriting compensation in an amount equal to the underwriting discount listed
on the cover hereof per Note to any of our affiliates acting as agents or dealers in connection with the distribution of the Notes.
Given that UBS Securities LLC and its affiliates temporarily maintain a market making premium, it may have the effect of discouraging
UBS Securities LLC and its affiliates from recommending sale of your Notes in the secondary market.
|
|
¨
|
Uncertain tax treatment —
Significant aspects of the tax treatment of the Notes are uncertain. You should consult
your tax advisor about your tax situation.
|
Hypothetical
Examples of How the Notes Might Perform
The below examples are based on hypothetical terms. The actual terms
will be set on the trade date and will be indicated on the cover of the applicable pricing supplement.
The examples below illustrate the payment upon a call or at maturity for a $10 Note on a hypothetical offering of the Notes, with the following assumptions (amounts may have been rounded for ease of reference):
Principal Amount:
|
$10.00
|
Term:
|
Approximately 3 years
|
Initial Level:
|
$100.00
|
Contingent Coupon Rate:
|
6.00% per annum (or 1.50% per quarter)
|
Contingent Coupon:
|
$0.15 per quarter
|
Observation Dates:
|
Quarterly (callable after 6 months)
|
Downside Threshold:
|
$80.00 (which is 80.00% of the Initial Level)
|
Coupon Barrier:
|
$80.00 (which is 80.00% of the Initial Level)
|
Example 1 — The Closing Level of the Underlying
Asset is equal to or greater than the Initial Level on the Observation Date corresponding to the first Potential Call
Settlement Date.
Date
|
|
Closing Level
|
|
Payment (per Note)
|
First Observation Date
|
|
$107.50 (equal to or greater than Initial Level)
|
|
$0.15 (Contingent Coupon – Not Callable)
|
Second Observation Date
|
|
$104.00 (equal to or greater than Initial Level)
|
|
$10.15 (Call Settlement Amount)
|
|
|
Total Payment:
|
|
$10.30 (a 3.00% total return)
|
Because the Notes are subject to an automatic call following the second observation
date (which is approximately 6 months after the trade date and is the first observation date on which they are callable), UBS will
pay you on the call settlement date a total of $10.15 per Note, reflecting your principal amount plus the applicable contingent
coupon. When added to the contingent coupon of $0.15 received in respect of the prior observation date, UBS will have paid you
a total of $10.30 per Note for a 3.00% total return on the Notes. No further amount will be owed to you under the Notes.
Example 2 — The Notes are NOT Subject to an Automatic Call and
the Final Level of the Underlying Asset is equal to or greater than the Downside Threshold and Coupon Barrier.
Date
|
|
Closing Level
|
|
Payment (per Note)
|
First Observation Date
|
|
$95.00 (equal to or greater than Coupon Barrier; less than Initial Level)
|
|
$0.15 (Contingent Coupon)
|
Second Observation Date
|
|
$75.00 (less than Coupon Barrier)
|
|
$0
|
Third to Eleventh Observation Dates
|
|
Various (all less than Coupon Barrier)
|
|
$0
|
Final Valuation Date
|
|
$94.00 (equal to or greater than Downside Threshold and Coupon Barrier)
|
|
$10.15 (Payment at Maturity)
|
|
|
Total Payment:
|
|
$10.30 (a 3.00% total return)
|
Because the Notes are not subject to an automatic call and the final level
of the underlying asset is equal to or greater than the downside threshold and coupon barrier, at maturity, UBS will pay you a
total of $10.15 per Note, reflecting your principal amount plus the applicable contingent coupon. When added to the contingent
coupon of $0.15 received in respect of the prior observation dates, UBS will have paid you a total of $10.30 per Note for a 3.00%
total return on the Notes.
Example 3 — The Notes are NOT Subject to an Automatic Call and
the Final Level of the Underlying Asset is less than the Downside Threshold and Coupon Barrier.
Date
|
|
Closing Level
|
|
Payment (per Note)
|
First Observation Date
|
|
$92.50 (equal to or greater than Coupon Barrier; less than Initial Level)
|
|
$0.15 (Contingent Coupon)
|
Second Observation Date
|
|
$90.00 (equal to or greater than Coupon Barrier; less than Initial Level)
|
|
$0.15 (Contingent Coupon)
|
Third to Eleventh Observation Dates
|
|
Various (all less than Coupon Barrier)
|
|
$0
|
Final Valuation Date
|
|
$40.00 (less than Downside Threshold and Coupon Barrier)
|
|
$10 x (1 + Underlying Return) =
|
|
|
|
|
$10 × [1 + (-60%)] =
|
|
|
|
|
$10 x 0.40 =
|
|
|
|
|
$4 (Payment at Maturity)
|
|
|
Total Payment
|
|
$4.30 (a 57.00% loss)
|
Because the Notes are not subject to an automatic call and the final level
of the underlying asset is less than the downside threshold, at maturity, UBS will pay you $4 per Note. When added to the contingent
coupons of $0.30 received in respect of the prior observation dates, UBS will have paid you $4.30 per Note for a loss on the Notes
of 57.00%.
Investing in the Notes involves significant risks. The Notes differ
from ordinary debt securities in that UBS is not necessarily obligated to repay the full amount of your initial investment. If
the Notes are not subject to an automatic call, you may lose a significant portion or all of your initial investment. Specifically,
if the Notes are not subject to an automatic call and the final level is less than the downside threshold, you will lose a percentage
of your principal amount equal to the underlying return and, in extreme situations, you could lose all of your initial investment.
Any payment on the Notes, including any payments in respect of an automatic
call, contingent coupon or any repayment of principal, is subject to the creditworthiness of UBS. If UBS were to default on its
payment obligations, you may not receive any amounts owed to you under the Notes and you could lose all of your initial investment.
Information
about the Underlying Asset
All disclosures contained in this document regarding the underlying asset
for the Notes are derived from publicly available information. UBS has not conducted any independent review or due diligence of
any publicly available information with respect to the underlying assets.
You should make your own investigation into each underlying
asset.
Included on the following pages is a brief description of each underlying
asset issuer for the Notes. This information has been obtained from publicly available sources. Set forth below is a table that
provides the quarterly closing high and quarterly closing low for each underlying asset. The information given below is for the
specified calendar quarters. We obtained the closing level information set forth below from the Bloomberg Professional
®
service (“Bloomberg”) without independent verification. You should not take the historical prices of each underlying
asset as an indication of future performance.
Each underlying asset is registered under
the Securities Act of 1933, the Securities Exchange Act of 1934 and/or the Investment Company Act of 1940, each as
amended. Companies with securities registered with the SEC are required to file
financial and other information specified by the SEC periodically. Information filed by each underlying asset issuer with the
SEC can be reviewed electronically through a website maintained by the SEC. The address of the SEC’s website is
http://www.sec.gov. Information filed with the SEC by each underlying asset issuer can be located by
reference to its SEC file number provided below. In addition, information filed with the SEC can be inspected and copied at
the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material can
also be obtained from the Public Reference Section, at prescribed rates.
Bank of America Corporation
According to publicly available information, Bank of America Corporation
(“Bank of America”) is a bank holding company and a financial holding company. Through Bank of America’s banking
subsidiaries and various nonbanking subsidiaries throughout the United States and in international markets, it provides banking
and nonbanking financial services and products through four operating segments: Consumer Banking, Global Wealth & Investment
Management, Global Banking and Global Markets, with the remaining operations recorded in All Other. The Consumer Banking segment
offers credit, banking and investment products and services to consumers and small businesses. The Global Wealth & Investment
Management segment consists of two primary businesses: Merrill Lynch Global Wealth Management, an advisory business providing investment
management, brokerage, banking and retirement products, and U.S. Trust, Bank of America Private Wealth Management, which provides
wealth management services targeted to high net worth and ultra high net worth clients and wealth, wealth structuring, investment
management, trust and banking services. Global Banking includes Global Corporate Banking, Global Commercial Banking, Business Banking
and Global Investment Banking and provides a range of lending-related products and services, integrated working capital management
and treasury services, and underwriting and advisory services. Global Markets offers sales and trading services, including research,
to institutional clients across fixed-income, credit, currency, commodity and equity businesses. The All Other segment includes
asset-liability management activities, equity investments, the non-U.S. consumer credit card business, non-core mortgage loans
and servicing activities, the net impact of periodic revisions to the mortgage servicing rights (MSR) valuation model for both
core and non-core MSRs, other liquidating businesses, residual expense allocations and other. Information filed by Bank of America
with the SEC can be located by reference to its SEC file number: 001-06523, or its CIK Code: 0000070858. Bank of America’s
website is bankofamerica.com. Bank of America’s common stock is listed on the New York Stock Exchange under the ticker symbol
“BAC.”
Information from outside sources is not incorporated by reference in, and
should not be considered part of, this document or any document incorporated herein by reference. UBS has not conducted any independent
review or due diligence of any publicly available information with respect to the underlying asset.
Historical Information
The following table sets forth the quarterly closing high and quarterly
closing low for Bank of America’s common stock, based on the daily closing levels on the primary exchange for Bank of America.
We obtained the closing levels below from Bloomberg, without independent verification. The closing levels may be adjusted by Bloomberg
for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, extraordinary dividends, delistings
and bankruptcy. UBS has not undertaken an independent review or due diligence of any publicly available information obtained from
Bloomberg. The closing level of Bank of America’s common stock on May 15, 2018 was $31.22 (its “hypothetical initial
level”). The actual initial level will be the closing level of Bank of America’s common stock on the trade date.
Past
performance of the underlying asset is not indicative of the future performance of the underlying asset.
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Quarterly Close
|
1/1/2014
|
3/31/2014
|
$17.92
|
$16.10
|
$17.20
|
4/1/2014
|
6/30/2014
|
$17.34
|
$14.51
|
$15.37
|
7/1/2014
|
9/30/2014
|
$17.18
|
$14.98
|
$17.05
|
10/1/2014
|
12/31/2014
|
$18.13
|
$15.76
|
$17.89
|
1/1/2015
|
3/31/2015
|
$17.90
|
$15.15
|
$15.39
|
4/1/2015
|
6/30/2015
|
$17.67
|
$15.41
|
$17.02
|
7/1/2015
|
9/30/2015
|
$18.45
|
$15.26
|
$15.58
|
10/1/2015
|
12/31/2015
|
$17.95
|
$15.38
|
$16.83
|
1/1/2016
|
3/31/2016
|
$16.43
|
$11.16
|
$13.52
|
4/1/2016
|
6/30/2016
|
$15.11
|
$12.18
|
$13.27
|
7/1/2016
|
9/30/2016
|
$16.19
|
$12.74
|
$15.65
|
10/1/2016
|
12/31/2016
|
$23.16
|
$15.63
|
$22.10
|
1/1/2017
|
3/31/2017
|
$25.50
|
$22.05
|
$23.59
|
4/1/2017
|
6/30/2017
|
$24.32
|
$22.23
|
$24.26
|
7/1/2017
|
9/30/2017
|
$25.45
|
$22.89
|
$25.34
|
10/1/2017
|
12/31/2017
|
$29.88
|
$25.45
|
$29.52
|
1/1/2018
|
3/31/2018
|
$32.84
|
$29.17
|
$29.99
|
4/1/2018
|
5/15/2018*
|
$31.22
|
$29.20
|
$31.22
|
|
*
|
The above table only includes data
through this date. Accordingly, the “Quarterly Closing High”, “Quarterly Closing Low” and “Quarterly
Close” data indicated are for this shortened period only and do not reflect complete data for this calendar quarter.
|
The graph below illustrates the performance of Bank of America’s
common stock from January 1, 2008 through May 15, 2018, based on information from Bloomberg. The dotted line represents the hypothetical
coupon barrier and the hypothetical downside threshold of $23.73, which is equal to 76.00% (the highest of the expected range as
specified on the cover) of the hypothetical initial level. The actual coupon barrier and downside threshold will be set on the
trade date.
Past performance of the underlying asset is not indicative of the future performance of the underlying asset.
Kansas City Southern
According to publically available information, Kansas City Southern (“KCS”)
is a holding company with domestic and international rail operations in North America that are focused on the north/south freight
corridor connecting commercial and industrial markets in the central United States with major industrial cities in Mexico. KCS
controls and owns all of the stock of The Kansas City Southern Railway Company (“KCSR”), a U.S. Class I railroad that
serves a ten-state region in the midwest and southeast regions of the United States. KCS controls and owns all of the stock of
Kansas City Southern de México, S.A. de C.V. (“KCSM”). KCSM operates a commercial corridor of the Mexican railroad
system and has as its core route a rail passageway between Mexico City and Laredo, Texas. KCS wholly owns Mexrail, Inc. which,
in turn, wholly owns The Texas Mexican Railway Company (“Tex-Mex”). Tex-Mex owns a rail line extending from Laredo,
Texas to the port city of Corpus Christi, Texas, which connects the operations of KCSR with KCSM. The KCS coordinated rail network
(KCSR, KCSM and Tex-Mex) comprises approximately 6,600 route miles extending from the midwest and southeast portions of the United
States south into Mexico and connects with all other Class I railroads. KCS also partially owns and has equity investments in various
other rail transportation companies. Information filed by KCS with the SEC can be located by reference to its SEC file number:
001-04717, or its CIK Code: 0000054480. KCS’s website is kcsouthern.com. KCS’s common stock is listed on the New York
Stock Exchange under the ticker symbol “KSU.”
Information from outside sources is not incorporated by reference in, and
should not be considered part of, this document or any document incorporated herein by reference. UBS has not conducted any independent
review or due diligence of any publicly available information with respect to the underlying asset.
Historical Information
The following table sets forth the quarterly closing high and quarterly
closing low for KCS’ common stock, based on the daily closing levels on the primary exchange for KCS. We obtained the closing
levels below from Bloomberg, without independent verification. The closing levels may be adjusted by Bloomberg for corporate actions
such as stock splits, public offerings, mergers and acquisitions, spin-offs, extraordinary dividends, delistings and bankruptcy.
UBS has not undertaken an independent review or due diligence of any publicly available information obtained from Bloomberg. The
closing level of KCS’ common stock on May 15, 2018 was $108.62 (its “hypothetical initial level”). The actual
initial level will be the closing level of KCS’ common stock on the trade date.
Past performance of the underlying
asset is not indicative of the future performance of the underlying asset.
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Quarterly Close
|
1/1/2014
|
3/31/2014
|
$120.00
|
$91.12
|
$102.06
|
4/1/2014
|
6/30/2014
|
$107.91
|
$95.54
|
$107.51
|
7/1/2014
|
9/30/2014
|
$121.86
|
$107.20
|
$121.20
|
10/1/2014
|
12/31/2014
|
$125.88
|
$109.62
|
$122.03
|
1/1/2015
|
3/31/2015
|
$120.42
|
$102.96
|
$102.08
|
4/1/2015
|
6/30/2015
|
$107.37
|
$90.50
|
$91.20
|
7/1/2015
|
9/30/2015
|
$101.09
|
$86.53
|
$90.88
|
10/1/2015
|
12/31/2015
|
$98.46
|
$70.01
|
$74.67
|
1/1/2016
|
3/31/2016
|
$87.51
|
$64.35
|
$85.45
|
4/1/2016
|
6/30/2016
|
$98.22
|
$84.53
|
$90.09
|
7/1/2016
|
9/30/2016
|
$99.47
|
$87.49
|
$93.32
|
10/1/2016
|
12/31/2016
|
$95.62
|
$81.11
|
$84.85
|
1/1/2017
|
3/31/2017
|
$90.38
|
$80.82
|
$85.76
|
4/1/2017
|
6/30/2017
|
$104.65
|
$86.00
|
$104.65
|
7/1/2017
|
9/30/2017
|
$108.68
|
$101.31
|
$108.68
|
10/1/2017
|
12/31/2017
|
$113.44
|
$101.47
|
$105.22
|
1/1/2018
|
3/31/2018
|
$113.70
|
$103.04
|
$109.85
|
4/1/2018
|
5/15/2018*
|
$112.22
|
$106.26
|
$108.62
|
|
*
|
The above table only includes data
through this date. Accordingly, the “Quarterly Closing High”, “Quarterly Closing Low” and “Quarterly
Close” data indicated are for this shortened period only and do not reflect complete data for this calendar quarter.
|
The graph below illustrates the performance of KCS’ common stock
from January 1, 2008 through May 15, 2018, based on information from Bloomberg. The dotted line represents the hypothetical coupon
barrier and the hypothetical downside threshold of $77.12, which is equal to 71.00% (the highest of the expected range as specified
on the cover) of the hypothetical initial level. The actual coupon barrier and downside threshold will be set on the trade date.
Past performance of the underlying asset is not indicative of the future performance of the underlying asset.
Pfizer Inc.
According to publicly available information, Pfizer Inc. (“Pfizer”)
is a research-based, global biopharmaceutical company engaged in the discovery, development and manufacture of healthcare products.
Pfizer's portfolio includes medications, vaccines and medical devices, as well as consumer healthcare products, biopharmaceutical
products and biotechnology products. The commercial operations consist of two segments: the Global Innovative Products segment
and the Vaccines, Oncology and Consumer Healthcare segment. On Septemer 28, 2016, Pfizer acquired Medivation, Inc., (“Medivation”)
for approximately $14.3 billion in cash ($13.9 billion, net of cash acquired). Medivation is now a wholly-owned subsidiary of Pfizer.
Information filed by Pfizer with the SEC can be located by reference to its SEC file number: 001-03619, or its CIK Code: 0000078003.
Pfizer’s website is pfizer.com. Pfizer’s common stock is listed on the New York Stock Exchange under the ticker symbol
“PFE.”
Information from outside sources is not incorporated by reference in, and
should not be considered part of, this document or any document incorporated herein by reference. UBS has not conducted any independent
review or due diligence of any publicly available information with respect to the underlying asset.
Historical Information
The following table sets forth the quarterly closing high and quarterly
closing low for Pfizer’s common stock, based on the daily closing levels on the primary exchange for Pfizer. We obtained
the closing levels below from Bloomberg, without independent verification. The closing levels may be adjusted by Bloomberg for
corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, extraordinary dividends, delistings
and bankruptcy. UBS has not undertaken an independent review or due diligence of any publicly available information obtained from
Bloomberg. The closing level of Pfizer’s common stock on May 15, 2018 was $35.69 (its “hypothetical initial level”).
The actual initial level will be the closing level of Pfizer’s common stock on the trade date.
Past performance of
the underlying asset is not indicative of the future performance of the underlying asset.
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Quarterly Close
|
1/1/2014
|
3/31/2014
|
$32.75
|
$29.66
|
$32.12
|
4/1/2014
|
6/30/2014
|
$32.40
|
$29.02
|
$29.68
|
7/1/2014
|
9/30/2014
|
$30.96
|
$28.04
|
$29.57
|
10/1/2014
|
12/31/2014
|
$32.09
|
$27.70
|
$31.15
|
1/1/2015
|
3/31/2015
|
$35.05
|
$31.16
|
$34.79
|
4/1/2015
|
6/30/2015
|
$35.44
|
$33.46
|
$33.53
|
7/1/2015
|
9/30/2015
|
$36.15
|
$30.82
|
$31.41
|
10/1/2015
|
12/31/2015
|
$35.45
|
$31.33
|
$32.28
|
1/1/2016
|
3/31/2016
|
$32.18
|
$28.56
|
$29.64
|
4/1/2016
|
6/30/2016
|
$35.31
|
$30.04
|
$35.21
|
7/1/2016
|
9/30/2016
|
$37.31
|
$33.32
|
$33.87
|
10/1/2016
|
12/31/2016
|
$33.90
|
$29.89
|
$32.48
|
1/1/2017
|
3/31/2017
|
$34.63
|
$31.15
|
$34.21
|
4/1/2017
|
6/30/2017
|
$34.34
|
$31.75
|
$33.59
|
7/1/2017
|
9/30/2017
|
$35.99
|
$32.67
|
$35.70
|
10/1/2017
|
12/31/2017
|
$37.20
|
$35.06
|
$36.22
|
1/1/2018
|
3/31/2018
|
$39.02
|
$33.63
|
$35.49
|
4/1/2018
|
5/15/2018*
|
$37.06
|
$34.76
|
$35.69
|
|
*
|
The above table only includes data
through this date. Accordingly, the “Quarterly Closing High”, “Quarterly Closing Low” and “Quarterly
Close” data indicated are for this shortened period only and do not reflect complete data for this calendar quarter.
|
The graph below illustrates the performance of Pfizer’s common stock
from January 1, 2008 through May 15, 2018, based on information from Bloomberg. The dotted line represents the hypothetical coupon
barrier and the hypothetical downside threshold of $28.55, which is equal to 80.00% (the highest of the expected range as specified
on the cover) of the hypothetical initial level. The actual coupon barrier and downside threshold will be set on the trade date.
Past performance of the underlying asset is not indicative of the future performance of the underlying asset.
PayPal Holdings, Inc.
According to publicly available information, PayPal Holdings, Inc. (“PayPal”)
is a technology platform company that enables digital and mobile payments on behalf of consumers and merchants. PayPal facilitates
person to person payments through PayPal, Venmo and Xoom (acquired in November 2015). PayPal provides a platform for businesses
to accept payments from merchant websites, mobile devices and applications, and at offline retail locations through a range of
payment solutions. PayPal’s payments platform includes PayPal, PayPal Credit, Braintree, Venmo and Xoom products. Customers
use their account to both purchase and be paid for goods, as well as transfer and withdraw funds. A consumer can typically fund
a purchase using a bank account, a PayPal account balance, a PayPal Credit account, a credit or debit card or other stored value
products such as coupons and gift cards. PayPal generates revenues by charging fees for providing transaction processing and other
payment-related services, primarily based on the volume of activity or total payment volume, processed through their payments platform.
PayPal operates in one segment. PayPal’s common stock commenced trading on the NASDAQ Global Select Market on July 6, 2015
and therefore has a limited historical performance. For this reason, available historical information includes data only from this
date. Information filed by PayPal with the SEC can be located by reference to its SEC file number: 001-36859, or its CIK Code:
0001633917. PayPal’s website is paypal.com. PayPal’s common stock is listed on the NASDAQ Global Select Market under
the ticker symbol “PYPL.”
Information from outside sources is not incorporated by reference in, and
should not be considered part of, this document or any document incorporated herein by reference. UBS has not conducted any independent
review or due diligence of any publicly available information with respect to the underlying asset.
Historical Information
The following table sets forth the quarterly closing high and quarterly
closing low for PayPal’s common stock, based on the daily closing levels on the primary exchange for PayPal. We obtained
the closing levels below from Bloomberg, without independent verification. The closing levels may be adjusted by Bloomberg for
corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, extraordinary dividends, delistings
and bankruptcy. UBS has not undertaken an independent review or due diligence of any publicly available information obtained from
Bloomberg. The closing level of PayPal’s common stock on May 15, 2018 was $77.79 (its “hypothetical initial level”).
The actual initial level will be the closing level of PayPal’s common stock on the trade date.
Past performance of
the underlying asset is not indicative of the future performance of the underlying asset.
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Quarterly Close
|
7/6/2015
|
9/30/2015
|
$40.47
|
$30.63
|
$31.04
|
10/1/2015
|
12/31/2015
|
$37.90
|
$31.48
|
$36.20
|
1/1/2016
|
3/31/2016
|
$41.32
|
$31.20
|
$38.60
|
4/1/2016
|
6/30/2016
|
$40.31
|
$34.20
|
$36.51
|
7/1/2016
|
9/30/2016
|
$41.06
|
$35.93
|
$40.97
|
10/1/2016
|
12/31/2016
|
$44.15
|
$38.34
|
$39.47
|
1/1/2017
|
3/31/2017
|
$43.54
|
$39.31
|
$43.02
|
4/1/2017
|
6/30/2017
|
$54.39
|
$42.49
|
$53.67
|
7/1/2017
|
9/30/2017
|
$65.08
|
$52.87
|
$64.03
|
10/1/2017
|
12/31/2017
|
$78.57
|
$64.01
|
$73.62
|
1/1/2018
|
3/31/2018
|
$85.45
|
$72.32
|
$75.87
|
4/1/2018
|
5/15/2018*
|
$80.34
|
$71.73
|
$77.79
|
|
*
|
The above table only includes data
through this date. Accordingly, the “Quarterly Closing High”, “Quarterly Closing Low” and “Quarterly
Close” data indicated are for this shortened period only and do not reflect complete data for this calendar quarter.
|
The graph below illustrates the performance of PayPal’s common stock
from July 6, 2015 through May 15, 2018, based on information from Bloomberg. The dotted line represents the hypothetical coupon
barrier and the hypothetical downside threshold of $54.45, which is equal to 70.00% (the highest of the expected range as specified
on the cover) of the hypothetical initial level. The actual coupon barrier and downside threshold will be set on the trade date.
Past performance of the underlying asset is not indicative of the future performance of the underlying asset.
What Are the Tax Consequences of the Notes?
The U.S. federal income tax consequences of your investment in the Notes are
uncertain. There are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization
for U.S. federal income tax purposes of securities with terms that are substantially the same as the Notes. Some of
these tax consequences are summarized below, but we urge you to read the more detailed discussion in “Supplemental U.S. Tax
Considerations” in the TACYN product supplement and to discuss the tax consequences of your particular situation with your
tax advisor. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), final, temporary
and proposed U.S. Treasury Department (the “Treasury”) regulations, rulings and decisions, in each case, as available
and in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under
state, local and non-U.S. laws are not addressed herein. No ruling from the U.S. Internal Revenue Service (the “IRS”)
has been sought as to the U.S. federal income tax consequences of your investment in the Securities, and the following discussion
is not binding on the IRS.
U.S. Tax Treatment.
Pursuant to the terms of
the Notes, UBS and you agree, in the absence of a statutory or regulatory change or administrative or judicial ruling to the
contrary, to characterize the Notes as pre-paid derivative contracts with respect to the underlying asset. If your Notes are
so treated, any contingent coupon that is paid by UBS (including on the maturity date or call settlement date) should be
included in your income as ordinary income in accordance with your regular method of accounting for U.S. federal income tax
purposes.
In addition, excluding amounts attributable to any contingent coupon, you should generally recognize capital
gain or loss upon the taxable disposition of your Notes in an amount equal to the difference between the amount you receive at
such time (other than amounts or proceeds attributable to a contingent coupon or any amount attributable to any accrued but unpaid
contingent coupon) and the amount you paid for your Notes. Such gain or loss should generally be long-term capital gain or loss
if you have held your Notes for more than one year (otherwise such gain or loss would be short-term capital gain or loss if held
for one year or less). The deductibility of capital losses is subject to limitations. Although uncertain, it is possible that proceeds
received from the sale or exchange of your Notes prior to a coupon payment date, but that could be attributed to an expected contingent
coupon, could be treated as ordinary income. You should consult your tax advisor regarding this risk.
In the opinion of our counsel, Cadwalader, Wickersham & Taft LLP,
it would be reasonable to treat your Notes in the manner described above. However, because there is no authority that specifically
addresses the tax treatment of the Notes, it is possible that your Notes could alternatively be treated for tax purposes as a single
contingent payment debt instrument, or pursuant to some other characterization, such that the timing and character of your income
from the Notes could differ materially and adversely from the treatment described above, as described further under “Supplemental
U.S. Tax Considerations — Alternative Treatments” in the TACYN product supplement.
Except to the extent otherwise required by law, UBS intends to treat
your Notes for U.S. federal income tax purposes in accordance with the treatment described above and under “Supplemental
U.S. Tax Considerations” in the TACYN product supplement unless and until such time as the IRS and the Treasury determine
that some other treatment is more appropriate.
Notice 2008-2
. In 2007, the IRS released a notice that may affect
the taxation of holders of the Notes. According to Notice 2008-2, the IRS and the Treasury are actively considering whether the
holder of an instrument such as the Notes should be required to accrue ordinary income on a current basis. It is not possible to
determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the Notes
will ultimately be required to accrue income currently in excess of any receipt of contingent coupons and this could be applied
on a retroactive basis. The IRS and the Treasury are also considering other relevant issues, including whether additional gain
or loss from such instruments should be treated as ordinary or capital, whether non-U.S. holders of such instruments should be
subject to withholding tax on any deemed income accruals, and whether the special “constructive ownership rules” of
Section 1260 of the Code should be applied to such instruments. Both U.S. and non-U.S. holders are urged to consult their tax advisors
concerning the significance and potential impact of the above considerations.
Medicare Tax on Net Investment Income.
U.S. holders that are individuals,
estates, and certain trusts are subject to an additional 3.8% tax on all or a portion of their “net investment income,”
which may include any income or gain realized with respect to the Notes, to the extent of their net investment income that when
added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer
filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. The 3.8% Medicare
tax is determined in a different manner than the income tax. You should consult your tax advisor as to the consequences of the
3.8% Medicare tax.
Specified Foreign Financial Assets
. Certain U.S. holders that own
“specified foreign financial assets” in excess of an applicable threshold may be subject to reporting obligations with
respect to such assets with their tax returns, especially if such assets are held outside the custody of a U.S. financial institution.
You are urged to consult your tax advisor as to the application of this legislation to your ownership of the Notes.
Non-U.S. Holders
. The U.S. federal income tax treatment of the contingent
coupons is unclear. Subject to Section 871(m) of the Code and FATCA, as discussed below, our counsel is of the opinion that contingent
coupons paid to a non-U.S. holder that provides us (and/or the applicable withholding agent) with a fully completed and validly
executed applicable IRS Form W-8 should not be subject to U.S. withholding tax and we do not intend to withhold any tax on contingent
coupons. However, it is possible that the IRS could assert that such payments are subject to U.S. withholding tax, or that another
withholding agent may otherwise determine that withholding is required, in which case such other withholding agent may withhold
up to 30% on such payments (subject to reduction or elimination of such withholding tax pursuant to an applicable income tax treaty).
We will not pay any additional amounts in respect of such withholding. Subject to Section 897 of the Code and Section 871(m) of
the Code, discussed below, gain from the taxable disposition of the Notes generally should not be subject to U.S. tax unless (i)
such gain is effectively connected with a trade or business conducted by the non-U.S. holder in the U.S., (ii) the non-U.S. holder
is a non-resident alien individual and is present in the U.S. for 183 days or more during the taxable
year of such taxable disposition and certain other conditions are
satisfied or (iii) the non-U.S. holder has certain other present or former connections with the U.S.
Section 897
. We will not attempt to ascertain whether the underlying
asset issuer would be treated as a “United States real property holding corporation” (“USRPHC”) within
the meaning of Section 897 of the Code. We also have not attempted to determine whether the Notes should be treated as “United
States real property interests” (“USRPI”) as defined in Section 897 of the Code. If the underlying asset issuer
and the Notes were so treated, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting
any gain to a non-U.S. holder in respect of a Note upon a taxable disposition of the Note to the U.S. federal income tax on a net
basis, and the proceeds from such a taxable disposition to a 15% withholding tax. Non-U.S. holders should consult their tax advisor
regarding the potential treatment of the underlying asset issuer for their Notes as a USRPHC and the Notes as USRPI.
Section 871(m)
. A 30% withholding tax (which may be reduced by
an applicable income tax treaty) is imposed under Section 871(m) of the Code on certain “dividend equivalents” paid
or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more
dividend-paying U.S. equity securities. The withholding tax can apply even if the instrument does not provide for payments that
reference dividends. Treasury regulations provide that the withholding tax applies to all dividend equivalents paid or deemed
paid on specified equity-linked instruments that have a delta of one (“delta one specified equity-linked instruments”)
issued after 2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments issued
after 2018.
Based on our determination that the Notes are not “delta-one”
with respect to the underlying asset, our counsel is of the opinion that the Notes should not be delta one specified equity-linked
instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS,
and the IRS may disagree with this determination. Furthermore, the application of Section 871(m) of the Code will depend on our
determinations made upon issuance of the Notes. If withholding is required, we will not make payments of any additional amounts.
Nevertheless, after issuance, it is possible that your Notes could be deemed
to be reissued for tax purposes upon the occurrence of certain events affecting the underlying asset or your Notes, and following
such occurrence your Notes could be treated as delta one specified equity-linked instruments that are subject to withholding on
dividend equivalents. It is also possible that withholding tax or other tax under Section 871(m) of the Code could apply to the
Notes under these rules if you enter, or have entered, into certain other transactions in respect of the underlying asset or the
Notes. If you enter, or have entered, into other transactions in respect of the underlying asset or the Notes should consult your
tax advisor regarding the application of Section 871(m) of the Code to your Notes in the context of your other transactions.
Because of the uncertainty regarding the application of
the 30% withholding tax on dividend equivalents to the Notes, you are urged to consult your tax advisor regarding the potential
application of Section 871(m) of the Code and the 30% withholding tax to an investment in the Notes.
Foreign Account Tax Compliance Act
. The
Foreign Account Tax Compliance Act (“FATCA”) was enacted on March 18, 2010, and imposes a 30% U.S. withholding
tax on “withholdable payments” (i.e., certain U.S.-source payments, including interest (and original issue discount),
dividends, other fixed or determinable annual or periodical gain, profits, and income, and on the gross proceeds from a
disposition of property of a type which can produce U.S.-source interest or dividends) and “passthru payments”
(i.e, certain payments attributable to withholdable payments) made to certain foreign financial institutions (and certain of
their affiliates) unless the payee foreign financial institution agrees (or is required), among other things, to disclose
the identity of any U.S. individual with an account of the institution (or the relevant affiliate) and to annually report
certain information about such account. FATCA also requires withholding agents making withholdable payments to certain
foreign entities that do not disclose the name, address, and taxpayer identification number of any substantial U.S. owners
(or do not certify that they do not have any substantial U.S. owners) to withhold tax at a rate of 30%. Under certain
circumstances, a holder may be eligible for refunds or credits of such taxes.
Pursuant to final and temporary Treasury regulations and other IRS guidance,
the withholding and reporting requirements under FATCA will generally apply to certain “withholdable payments” made
on or after July 1, 2014, certain gross proceeds on a taxable disposition occurring after December 31, 2018, and certain foreign
passthru payments made after December 31, 2018 (or, if later, the date that final regulations defining the term “foreign
passthru payment” are published). If withholding is required, we (and/or the applicable paying
agent) will not be required to pay additional amounts with respect to the amounts so withheld. Foreign financial institutions and
non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA
may be subject to different rules.
Investors should consult their tax advisors about the
application of FATCA, in particular if they may be classified as financial institutions (or if they hold their Notes through
a foreign entity) under the FATCA rules.
Proposed Legislation
. In 2007, legislation
was introduced in Congress that, if it had been enacted, would have required holders of Notes purchased after the bill was
enacted to accrue interest income over the term of the Notes despite the fact that there may not be interest payments over
the entire term of the Notes.
Furthermore, in 2013, the House Ways and Means
Committee released in draft form certain proposed legislation relating to financial instruments. If it had been enacted, the
effect of this legislation generally would have been to require instruments such as the Notes to be marked to market on an
annual basis with all gains and losses to be treated as ordinary, subject to certain exceptions.
It is not possible to predict whether any similar or identical bills will
be enacted in the future, or whether any such bill would affect the tax treatment of your Notes. You are urged to consult your
tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your Notes.
Both U.S. and non-U.S. holders are urged to consult their tax advisors
concerning the application of U.S. federal income tax laws to their particular situations, as well as any tax consequences of the
purchase, beneficial ownership and disposition of the Notes arising under the laws of any state, local, non-U.S. or other taxing
jurisdiction.
Supplemental
Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)
We will agree to sell to UBS Securities LLC and UBS Securities LLC will
agree to purchase, all of the Notes at the issue price to the public less the underwriting discount indicated on the cover hereof.
UBS Securities LLC will agree to resell all of the Notes to UBS Financial Services Inc. at a discount from the issue price to the
public equal to the underwriting discount indicated on the cover hereof.
Conflicts of Interest —
Each of UBS Securities LLC and UBS
Financial Services Inc. is an affiliate of UBS and, as such, has a “conflict of interest” in this offering within the
meaning of Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5121. In addition, UBS will receive the net
proceeds (excluding the underwriting discount) from the initial public offering of the Notes, thus creating an additional conflict
of interest within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in compliance with the provisions
of FINRA Rule 5121. Neither UBS Securities LLC nor UBS Financial Services Inc. is permitted to sell Notes in this offering to an
account over which it exercises discretionary authority without the prior specific written approval of the account holder.
UBS Securities LLC and its affiliates may offer to buy or
sell the Notes in the secondary market (if any) at prices greater than UBS’ internal valuation —
The value of
the Notes at any time will vary based on many factors that cannot be predicted. However, the price (not including UBS
Securities LLC’s or any affiliate’s customary bid-ask spreads) at which UBS Securities LLC or any affiliate would
offer to buy or sell the Notes immediately after the trade date in the secondary market is expected to exceed the estimated
initial value of the Notes as determined by reference to our internal pricing models. The amount of the excess will decline
to zero on a straight line basis over a period ending no later than 7 months after the trade date, provided that UBS
Securities LLC may shorten the period based on various factors, including the magnitude of purchases and other negotiated
provisions with selling agents. Notwithstanding the foregoing, UBS Securities LLC and its affiliates are not required to make
a market for the Notes and may stop making a market at any time. For more information about secondary market offers and the
estimated initial value of the Notes, see “Key Risks — Fair value considerations” and “Key Risks
— Limited or no secondary market and secondary market price considerations” herein.
Prohibition of Sales to EEA Retail Investors —
The Notes are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID
II”); (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive
2003/71/EC, as amended. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs
Regulation”), for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
You should rely only on the information incorporated
by reference or provided in this preliminary pricing supplement, the TACYN product supplement or the accompanying prospectus. We
have not authorized anyone to provide you with different information. We are not making an offer of these Notes in any state
where the offer is not permitted. You should not assume that the information in this preliminary pricing supplement is accurate
as of any date other than the date on the front of the document.
TABLE OF CONTENTS
Preliminary Pricing Supplement
Investment Description
|
i
|
Features
|
i
|
Key Dates
|
i
|
Note Offerings
|
i
|
Additional Information about UBS and the Notes
|
ii
|
Investor Suitability
|
1
|
Preliminary Terms for Each Offering of the Notes
|
2
|
Investment Timeline
|
3
|
Observation Dates and Coupon Payment Dates
|
4
|
Key Risks
|
5
|
Hypothetical Examples of How the Notes Might Perform
|
9
|
Information about the Underlying Asset
|
11
|
What Are the Tax Consequences of the Notes?
|
20
|
Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)
|
22
|
Product Supplement
Product Supplement Summary
|
PS-1
|
Hypothetical Examples of How the Notes Perform
|
PS-11
|
Risk Factors
|
PS-17
|
General Terms of the Notes
|
PS-32
|
Use of Proceeds and Hedging
|
PS-48
|
Supplemental U.S. Tax Considerations
|
PS-49
|
Certain ERISA Considerations
|
PS-56
|
Supplemental Plan of Distribution (Conflict
of Interest)
|
PS-57
|
Prospectus
Introduction
|
1
|
Cautionary Note Regarding Forward-Looking Statements
|
3
|
Incorporation of Information About UBS AG
|
5
|
Where You Can Find More Information
|
6
|
Presentation of Financial Information
|
7
|
Limitations on Enforcement of U.S. Laws Against UBS, Its Management and Others
|
7
|
UBS
|
8
|
Swiss Regulatory Powers
|
11
|
Use of Proceeds
|
12
|
Description of Debt Securities We May Offer
|
13
|
Description of Warrants We May Offer
|
33
|
Legal Ownership and Book-Entry Issuance
|
48
|
Considerations Relating to Indexed Securities
|
53
|
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency
|
56
|
U.S. Tax Considerations
|
59
|
Tax Considerations Under the Laws of Switzerland
|
70
|
Benefit Plan Investor Considerations
|
72
|
Plan of Distribution
|
74
|
Conflicts of Interest
|
75
|
Validity of the Securities
|
76
|
Experts
|
76
|
$•
UBS AG Trigger Autocallable Contingent Yield Notes
due on or about May 21, 2021
Preliminary Pricing Supplement dated May 16, 2018
(To Product Supplement dated May 2, 2016
and Prospectus dated April 29, 2016)
UBS Investment Bank
UBS Financial Services Inc.