 |
April 2017 |
| Free Writing Prospectus |
| Registration Statement No. 333-202524 |
| Dated March 30, 2017 |
| Filed Pursuant to Rule 433 |
Structured
Investments
Opportunities in U.S. Equities
Dual Directional Trigger Jump Securities Based
on the Level of the S&P 500® Index due May 4, 2022
Principal at Risk Securities
The Dual Directional Trigger Jump Securities,
which we refer to as the securities, offered are senior unsecured debt securities of HSBC USA Inc. (“HSBC”), will not
pay interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying Equity Index
Underlying Supplement, prospectus supplement and prospectus, as supplemented or modified by this free writing prospectus. All references
to “Reference Asset” in the prospectus supplement and the Equity Index Underlying Supplement shall refer to the “underlying
index” herein. At maturity, if the level of the underlying index has stayed the same or appreciated by any amount, investors
will receive a positive return on the securities equal to the greater of (1) the digital return and (2) the index performance factor
(as each term is defined below). If the level of the underlying index has depreciated by no more than 30%, the investor will receive
the stated principal amount plus an unleveraged positive return equal to the absolute value of the percentage decline, which will
effectively be limited to a positive return of 30%. However, if the level of the underlying index has depreciated by more than
30%, investors will be negatively exposed to the full amount of the percentage decline in the underlying index and will lose 1%
of the stated principal amount for every 1% decline in the underlying index from the pricing date to the valuation date. These
securities are for investors who seek an equity-based return and who are willing to risk their principal and forgo current income
in exchange for the potential benefit of the digital return, and the unleveraged absolute return feature, which applies to a limited
range of negative performance of the underlying index. Investors may lose up to 100% of the stated principal amount of the securities.
All payments on the securities are subject to the credit risk of HSBC.
| Issuer: |
HSBC USA Inc. (“HSBC”) |
| Maturity date*: |
May 4, 2022, subject to adjustment as described under “Additional Terms of the Notes—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Equity Index Underlying Supplement |
| Underlying Index: |
S&P 500® Index (Bloomberg symbol: SPX) |
| Aggregate principal amount: |
$ |
| Payment at maturity: |
· If
the final level is greater than or equal to the initial level: $10 + the greater of (1) the digital return and (2) the product
of (a) $10 and (b) the index performance factor
· If
the final level is less than the initial level but is greater than or equal to the trigger level:
$10 + ($10 x absolute index return)
In this scenario, you will receive
a 1% positive return on the securities for each 1% negative return on the underlying index. In no event will this amount exceed
the stated principal amount plus $3.00 for each security.
· If
the final level is less than the trigger level:
$10 x the index performance factor
This amount will be less than $7.00. You will lose
at least 30% of the stated principal amount if the final level is less than the trigger level. All payments on the securities are
subject to the credit risk of HSBC. |
| Digital return: |
At least 28% (to be determined on the pricing date) |
| Index performance factor: |
(final level – initial level) / initial level |
| Absolute index return: |
The absolute value of the index performance factor. For example, a -5% Index performance factor will result in a +5% absolute index return. |
| Trigger level: |
, which is 70% of the initial level |
| Initial level: |
The closing level of the underlying index on the pricing date |
| Final level: |
The closing level of the underlying index on the valuation date |
| Valuation date*: |
April 29, 2022, subject to adjustment as described in “Additional Terms of the Notes—Valuation Dates” in the accompanying Equity Index Underlying Supplement |
| Index performance factor: |
final level / initial level |
| Stated principal amount: |
$10 per security |
| Issue price: |
$10 per security |
| Pricing date*: |
On or about April 28, 2017 |
| Original issue date*: |
On or about May 3, 2017 (3 business days after the pricing date) |
| Estimated initial value: |
The estimated initial value of the securities will be less than the price you pay to purchase the securities. The estimated initial value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your securities in the secondary market, if any, at any time. The estimated initial value will be calculated on the pricing date and will be set forth in the pricing supplement to which this free writing prospectus relates. See “Risk Factors—The estimated initial value of the securities, which will be determined by us on the pricing date, will be less than the price to public and may differ from the market value of the securities in the secondary market, if any.” |
| CUSIP / ISIN: |
40435D847 / US40435D8478 |
| Listing: |
The securities will not be listed on any securities exchange. |
| Agent: |
HSBC Securities (USA) Inc., an affiliate of HSBC. See “Supplemental plan of distribution (conflicts of interest)”. |
| Commissions and issue price: |
Price to public |
Fees and commissions |
Proceeds to issuer |
| Per security |
$10.00 |
$0.30(1) |
$9.65 |
| |
|
$0.05(2) |
|
| Total |
$ |
$ |
$ |
| (1) | HSBC Securities (USA) Inc., acting as agent for HSBC, will receive a fee of $0.35 per $10 stated principal amount and will
pay Morgan Stanley Wealth Management a fixed sales commission of $0.30 for each security they sell. See “Supplemental plan
of distribution (conflicts of interest).” |
| (2) | Of the amount per $10 stated principal amount received by HSBC Securities (USA) Inc., acting as agent for HSBC, HSBC Securities
(USA) Inc. will pay Morgan Stanley Wealth Management a structuring fee of $0.05 for each security. |
* The pricing date, original issue date and the other dates
set forth above are subject to change, and will be set forth in the pricing supplement relating to the securities.
The estimated initial value of the securities on the pricing date is expected to be between $9.25 and $9.65 per security, which
will be less than the price to public. The market value of the securities at any time will reflect many factors and cannot be predicted
with accuracy. See “Estimated initial value” above and “Risk Factors” beginning on page 4 of this document
for additional information.
An investment in the securities involves certain risks. See “Risk
Factors” beginning on page 4 of this free writing prospectus, page S-2 of the Equity Index Underlying Supplement and page
S-1 of the prospectus supplement.
Neither the U.S. Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved the securities, or determined that this free writing prospectus
or the accompanying Equity Index Underlying Supplement, prospectus supplement or prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
HSBC has filed a registration statement (including a prospectus,
a prospectus supplement and Equity Index Underlying Supplement) with the SEC for the offering to which this free writing prospectus
relates. Before you invest, you should read the prospectus, prospectus supplement, and Equity Index Underlying Supplement in that
registration statement and other documents HSBC has filed with the SEC for more complete information about HSBC and this offering.
You may get these documents for free by visiting EDGAR on the SEC’s web site at www.sec.gov. Alternatively, HSBC Securities
(USA) Inc. or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement and Equity
Index Underlying Supplement if you request them by calling toll-free 1-866-811-8049.
You should read this document together with the related Equity
Index Underlying Supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below.
The
Equity Index Underlying Supplement dated March 5, 2015 at: http://www.sec.gov/Archives/edgar/data/83246/000114420415014327/v403626_424b2.htm
The prospectus supplement dated
March 5, 2015 at: http://www.sec.gov/Archives/edgar/data/83246/000114420415014311/v403645_424b2.htm
The prospectus dated March 5, 2015
at: http://www.sec.gov/Archives/edgar/data/83246/000119312515078931/d884345d424b3.htm
The securities are not deposit liabilities or other obligations
of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency of the
United States or any other jurisdiction, and involve investment risks including possible loss of the stated principal amount invested
due to the credit risk of HSBC.
| |
| Dual Directional Trigger Jump Securities Based on the Level of the
S&P 500® Index due May 4, 2022 |
| Trigger Jump SecuritiesSM |
| Principal at Risk Securities |
| |
Investment Summary
Dual Directional Trigger Jump Securities
Principal at Risk
Securities
The Dual Directional Trigger Jump Securities Based on the Level
of the S&P® 500 Index due April 5, 2022 (the “securities”) can be used:
| § | As an alternative to direct exposure to the underlying index that provides for the minimum positive return of at least 28%
(to be determined on the pricing date) for any positive performance of the underlying index, and offers an uncapped 1 to 1 participation
in any increase in the level of the underlying index if the final level is greater than the initial level by more than 28%. |
| § | To obtain an unleveraged positive return for a limited range of negative performance of the underlying index |
| § | To enhance returns and potentially outperform the underlying index in a moderately bullish or moderately bearish scenario |
| Maturity: |
Approximately 5 years |
| |
|
| Digital return: |
At least 28% (to be determined on the pricing date) |
| |
|
| Trigger level: |
70% of the initial level |
| |
|
| Minimum payment at maturity: |
None. You may lose your entire initial investment in the securities. |
| |
|
| Coupon: |
None |
Key Investment Rationale
The securities offer a positive return of at least 28% (to be determined
on the pricing date) if the value of the underlying index increases or remains unchanged, and an unleveraged positive return on
the absolute value of a limited range of negative performance of the underlying index. At maturity, if the level of the underlying
index has stayed the same or appreciated, investors will receive the greater of (1) the digital return and (2) the product of (a)
$10 and (b) the index performance factor. If the level of the underlying index has depreciated by no more than 30%, investors will
receive the stated principal amount plus an unleveraged positive return equal to the absolute value of the percentage decline,
which will effectively be limited to a positive return of 30%. However, if the level of the underlying index has decreased by more
than 30%, investors will lose 1% of the principal amount for every 1% that the level has declined in the final level from the initial
level. Investors may lose up to 100% of the stated principal amount of the securities.
These securities are for investors who seek an equity-based return
and who are willing to risk their principal and forgo current income in order to potentially receive the digital return, and the
unleveraged absolute return feature, which applies to a limited range of negative performance of the underlying index. All payments
on the securities are subject to the credit risk of HSBC.
|
Digital Return |
The securities offer investors an opportunity to receive the digital return if the value of the underlying index remains the same or increases up to 28%. |
| Absolute Return Feature |
The securities enable investors to obtain an unleveraged positive return if the final level is less than the initial level but is greater than or equal to the trigger level. |
| Upside Scenario Above the Digital Return |
The securities offer 1 to 1 uncapped participation in any increase in the level of the underlying index above the digital return. |
| Absolute Return Scenario |
The final level is less than the initial level but is greater than or equal to the trigger level, which is 70% of the initial level. In this case, investors receive a 1% positive return on the securities for each 1% decline in the level of the underlying index. For example, if the final level is 10% less than the initial level, the securities will provide a total positive return of 10% at maturity. The maximum return you may receive in this scenario is a positive 30% return at maturity. |
| Downside Scenario |
The final level is less than the trigger level, at maturity for each security, we will pay less than the stated principal amount in an amount that is proportionate to the decline in the final level from the initial level. This amount will be less than $7.00 per security. For example, if the final level is 80% less than the initial level, the payment on the securities will result in a loss of 80% of principal at $2.00, or 20% of the stated principal amount. There is no minimum payment at maturity on the securities. |
| |
| Dual Directional Trigger Jump Securities Based on
the Level of the S&P 500® Index due May 4, 2022 |
| Trigger Jump SecuritiesSM |
| Principal at Risk Securities |
| |
How the Trigger Jump
Securities Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity on
the securities assuming the following terms:
| Stated principal amount: |
$10 per security |
| |
|
| Hypothetical digital return: |
At least 28% (to be determined on the pricing date) |
| |
|
| Trigger level: |
70% of the initial level |
| Trigger Jump Securities Payoff Diagram |
How it works
| § | Upside Scenario: If the final level is greater than or equal to the initial level, the payment
at maturity per security is $10 plus the greater of (1) the digital return and (2) the product of (a) $10 and (b) the index performance
factor. |
| § | For example, if the level of the underlying index appreciates 3%, investors would receive a 28% return, or $12.80 per security. |
| § | For example, if the level of the underlying index appreciates 70%, investors would receive $17.00 per security, or 170% of
the stated principal amount. |
| § | Absolute Return Scenario: If the final level is less than the initial level but is greater than
or equal to the trigger level, investors would receive a 1% positive return on the securities for each 1% decline in the underlying
index. |
| § | For example, if the level of the underlying index declines by 10%, investors would receive a 10%
return, or $11.00 per security. |
| § | The maximum return under this scenario is a positive 30% return at maturity, or $13.00 per security. |
| § | Downside Scenario: If the final level is less than the trigger level, investors would receive an
amount that is less than the stated principal amount, based on a 1% loss of principal for each 1% decline in the level of the underlying
index. This amount will be less than $7.00 per security. There is no minimum payment at maturity on the securities. |
| § | For example, if the underlying index decline by 40%, investors would lose 40% of their principal and receive only $6.00 per
security at maturity, or 60% of the stated principal amount. |
| |
| Dual Directional Trigger Jump Securities Based on the Level of the S&P 500® Index due May 4, 2022 |
| Trigger Jump SecuritiesSM |
| Principal at Risk Securities |
| |
Investor Suitability
| The securities may be suitable for you if: |
|
The securities may not be suitable for you if: |
| |
|
|
|
§ You
seek an investment with a return linked to the performance of the Underlying Index and you believe the final level will be positive
or will be moderately negative.
§ You
are willing to make an investment that is exposed to any negative performance of the final level on a 1-to-1 basis if the final
level is less than the trigger level.
§ You
are willing to accept the risk and return profile of the securities versus a conventional debt security with a comparable maturity
issued by HSBC or another issuer with a similar credit rating.
§ You
are willing to forgo dividends or other distributions paid to holders of the stocks included in the underlying index.
§ You
do not seek current income from your investment.
§ You
do not seek an investment for which there is an active secondary market.
§ You
are willing to hold the securities to maturity.
§ You
are comfortable with the creditworthiness of HSBC, as Issuer of the securities. |
|
§ You
believe the final level will be less than the trigger level.
§ You
are unwilling to make an investment that is exposed to any negative final level on a 1-to-1 basis if the final level is less than
the trigger level.
§ You
seek an investment that provides full return of principal.
§ You
prefer the lower risk, and therefore accept the potentially lower returns, of conventional debt securities with comparable maturities
issued by HSBC or another issuer with a similar credit rating.
§ You
prefer to receive the dividends or other distributions paid on the stocks included in the underlying index.
§ You
seek current income from your investment.
§ You
seek an investment for which there will be an active secondary market.
§ You
are unable or unwilling to hold the securities to maturity.
§ You
are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of the securities. |
| |
| Dual Directional Trigger Jump Securities Based on the Level of the
S&P 500® Index due May 4, 2022 |
| Trigger Jump SecuritiesSM |
| Principal at Risk Securities |
| |
Risk Factors
We urge you to read the section “Risk
Factors” on page S-2 of the accompanying Equity Index Underlying Supplement and page S-1 of the accompanying prospectus supplement.
Investing in the securities is not equivalent to investing directly in the components of the underlying index. You should understand
the risks of investing in the securities and should reach an investment decision only after careful consideration, with your advisors,
of the suitability of the securities in light of your particular financial circumstances and the information set forth in this
free writing prospectus and the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus.
In addition to the risks discussed below, you
should review “Risk Factors” in the accompanying prospectus supplement and Equity Index Underlying Supplement, including
the explanation of risks relating to the securities described in the following sections of the Equity Index Underlying Supplement:
“— Risks Relating to
All Note Issuances” in the prospectus supplement; and
“— General Risks Related
to Indices” in the Equity Index Underlying Supplement.
You will be subject to significant risks not
associated with conventional fixed-rate or floating-rate debt securities.
| § | The securities do not pay interest or guarantee any return of principal. The terms of the
securities differ from those of ordinary debt securities in that the securities do not pay interest or guarantee payment of any
of the principal amount at maturity. If the final level is less than the trigger level (which is 70% of the initial level), the
absolute return feature will no longer be available and you will receive for each security that you hold a payment at maturity
that is at least 30% less than the stated principal amount of each security. If the final level is less than the trigger level,
you will receive a payment at maturity that is less than the stated principal amount by an amount proportionate to the decrease
in the closing level of the underlying index from the initial level. In this scenario, you will lose a significant portion or all
of your investment. You may lose up to 100% of the stated principal amount of the securities. |
| § | The market price of the securities will be influenced by many unpredictable factors. Many factors will influence the
value of the securities in the secondary market and the price at which HSBC Securities (USA) Inc. may be willing to purchase or
sell the securities in the secondary market, including: the value, volatility and dividend yield, as applicable, of the underlying
index and the its component securities, interest and yield rates, time remaining to maturity, geopolitical conditions and economic,
financial, political and regulatory or judicial events, the composition of the underlying index and changes in the constituent
securities of the underlying index and any actual or anticipated changes in our credit ratings or credit spreads. Generally, the
longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described
above. The level of the underlying index may be, and has recently been, volatile, and we can give you no assurance that the volatility
will lessen. You may receive less, and possibly significantly less, than the stated principal
amount per security if you sell your securities prior to maturity. |
| § | Investing in the securities is not equivalent to investing in components of the underlying index. Investing in the securities
is not equivalent to investing in the component securities of the underlying index. Investors in the securities will not have voting
rights or rights to receive dividends or other distributions or any other rights with respect to the securities comprising the
underlying index. |
| § | The amount payable on the securities is not linked to the level of the underlying index at any time other than the valuation
date. The final level will be based on the closing level of the underlying index on the valuation date, subject to postponement
for non-trading days and certain market disruption events. Even if the level of the underlying index increases prior to the valuation
date (or does not decrease below the trigger level) but then decreases by the valuation date, the payment at maturity will be less,
and may be significantly less, than it would have been had the payment at maturity been linked to the level of the underlying index
prior to the valuation date. Although the actual level of the underlying index on the stated maturity date or at other times during
the term of the securities may be higher than the final level, the payment at maturity will be based solely on the closing level
of the underlying index on the valuation date. |
| § | Adjustments to the underlying index could adversely affect the value of the securities. S&P Dow Jones Indices LLC,
the sponsor of the underlying index, may add, delete or substitute the stocks comprising the underlying index. In addition, the
sponsor of the underlying index may make other methodological changes that could change the level of the underlying index. Further,
the sponsor of the underlying index may discontinue or suspend calculation or publication of the underlying index at any time.
Any such actions could affect the value of and the return on the securities. |
| § | Credit risk of HSBC USA Inc. The securities are senior unsecured debt obligations of the Issuer, HSBC, and are not,
either directly or indirectly, an obligation of any third party. As further described in the accompanying prospectus supplement
and prospectus, the securities will rank on par with all of the other unsecured and unsubordinated debt obligations of HSBC, except
such obligations as may be preferred by operation of law. Any payment to be made on the securities depends on the ability of HSBC
to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of HSBC may affect the market
value of the securities and, in the event HSBC were to default on its obligations, you may not receive the amounts owed to you
under the terms of the securities and could lose your entire investment. |
| |
| Dual Directional Trigger Jump Securities Based on the Level of the
S&P 500® Index due May 4, 2022 |
| Trigger Jump SecuritiesSM |
| Principal at Risk Securities |
| |
| § | The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will
not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. HSBC Securities
(USA) Inc. may, but is not obligated to, make a market in the securities. Even if there is a secondary market, it may not provide
enough liquidity to allow you to trade or sell the securities easily. Because we do not expect that other broker dealers will participate
significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely
to depend on the price, if any, at which HSBC Securities (USA) Inc. is willing to transact. If, at any time, HSBC Securities (USA)
Inc. were to cease making a market in the securities, it is likely that there would be no secondary market for the securities.
Accordingly, you should be willing to hold your securities to maturity. |
| § | The estimated initial value of the securities, which will be determined by us on the pricing date, will be less than the
price to public and may differ from the market value of the securities in the secondary market, if any. The estimated initial
value of the securities will be calculated by us on the pricing date and will be less than the price to public. The estimated initial
value will reflect our internal funding rate, which is the borrowing rate we pay to issue market-linked securities, as well as
the mid-market value of the embedded derivatives in the securities. This internal funding rate is typically lower than the rate
we would pay when we issue conventional fixed or floating rate debt securities. As a result of the difference between our internal
funding rate and the rate we would use when we issue conventional fixed or floating rate debt securities, the estimated initial
value of the securities may be lower if it were based on the prices at which our fixed or floating rate debt securities trade in
the secondary market. In addition, if we were to use the rate we use for our conventional fixed or floating rate debt issuances,
we would expect the economic terms of the securities to be more favorable to you. We will determine the value of the embedded derivatives
in the securities by reference to our or our affiliates’ internal pricing models. These pricing models consider certain assumptions
and variables, which can include volatility and interest rates. Different pricing models and assumptions could provide valuations
for the securities that are different from our estimated initial value. These pricing models rely in part on certain forecasts
about future events, which may prove to be incorrect. The estimated initial value does not represent a minimum price at which we
or any of our affiliates would be willing to purchase your securities in the secondary market (if any exists) at any time. |
| § | The price of your securities in the secondary market, if any, immediately after the pricing date will be less than the price
to public. The price to public takes into account certain costs. These costs will include the underwriting discount, our affiliates’
projected hedging profits (which may or may not be realized) for assuming risks inherent in hedging our obligations under the securities,
and the costs associated with structuring and hedging our obligations under the securities. These costs, except for the underwriting
discount, will be used or retained by us or one of our affiliates. If you were to sell your securities in the secondary market,
if any, the price you would receive for your securities may be less than the price you paid for them because secondary market prices
will not take into account these costs. The price of your securities in the secondary market, if any, at any time after issuance
will vary based on many factors, including the level of the underlying index and changes in market conditions, and cannot be predicted
with accuracy. The securities are not designed to be short-term trading instruments, and you should, therefore, be able and willing
to hold the securities to maturity. Any sale of the securities prior to maturity could result in a loss to you. |
| § | If HSBC Securities (USA) Inc. were to repurchase your securities immediately after the original issue date, the price you
receive may be higher than the estimated initial value of the securities. Assuming that all relevant factors remain constant
after the original issue date, the price at which HSBC Securities (USA) Inc. may initially buy or sell the securities in the secondary
market, if any, and the value that we may initially use for customer account statements, if we provide any customer account statements
at all, may exceed the estimated initial value on the pricing date for a temporary period expected to be approximately 15 months
after the original issue date. This temporary price difference may exist because, in our discretion, we may elect to effectively
reimburse to investors a portion of the estimated cost of hedging our obligations under the securities and other costs in connection
with the securities that we will no longer expect to incur over the term of the securities. We will make such discretionary election
and determine this temporary reimbursement period on the basis of a number of factors, including the tenor of the securities and
any agreement we may have with the distributors of the securities. The amount of our estimated costs which we effectively reimburse
to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement
at any time or revise the duration of the reimbursement period after the original issue date of the securities based on changes
in market conditions and other factors that cannot be predicted. |
| |
| Dual Directional Trigger Jump Securities Based on the Level of the
S&P 500® Index due May 4, 2022 |
| Trigger Jump SecuritiesSM |
| Principal at Risk Securities |
| |
| § | Hedging and trading activity by our affiliates could potentially affect the value of the securities. One or more of
our affiliates and/or third party dealers expect to carry out hedging activities related to the securities (and possibly to other
instruments linked to the underlying index or its component securities), including trading in the component securities as well
as in other instruments related to the underlying index. As a result, these entities may be unwinding or adjusting hedge positions
during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge
as the valuation date approaches. Some of our affiliates also trade the component securities and other financial instruments related
to the underlying index on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or
trading activities on or prior to the pricing date could potentially increase the initial level of the underlying index, and, therefore,
the level at or above which the underlying index must close on the valuation date so that investors do not suffer a significant
loss on their initial investment in the securities. Such hedging or trading activities during the term of the securities, including
on the valuation date, could adversely affect the level of the underlying index during the term of the securities, including on
the valuation date and, accordingly, the amount of cash an investor will receive at maturity, if any. |
| § | The calculation agent, which is HSBC or one of its affiliates, will make determinations with respect to the securities.
As calculation agent, HSBC or one of its affiliates will determine the initial level, the trigger level and the final level, including
whether the level of the underlying index has decreased to below the trigger level, and will calculate the amount of cash, if any,
you will receive at maturity. Moreover, certain determinations made by HSBC or one of its affiliates in its capacity as calculation
agent, may require it to exercise discretion and make subjective judgments such as with respect to the occurrence or non-occurrence
of market disruption events and the selection of a successor index or the calculation of the final level in the event of a discontinuance
of the underlying index. These determinations, which may be subjective, may adversely affect the payout to you at maturity, if
any. Although the calculation agent will make all determinations and take all action in relation to the securities in good faith,
it should be noted that such discretion could have an impact (positive or negative) on the value of your securities. The calculation
agent is under no obligation to consider your interests as a holder of the securities in taking any actions, including the determination
of the initial level, that might affect the value of your securities. |
| § | The securities are not insured or guaranteed by any governmental agency of the United States or any other jurisdiction.
The securities are not deposit liabilities or other obligations of a bank and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency or program of the United States or any other jurisdiction. An investment
in the securities is subject to the credit risk of HSBC, and in the event that HSBC is unable to pay its obligations as they become
due, you may not receive the full payment at maturity of the securities. |
| § | The U.S. federal income tax consequences of an investment in the securities are uncertain. For a discussion of certain
of the U.S. federal income tax consequences of your investment in the securities, please see the discussion under “Additional
Information About the Trigger Jump Securities – Additional Provisions – Tax considerations” herein, and the discussion
under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement. |
| |
| Dual Directional Trigger Jump Securities Based on the Level of the
S&P 500® Index due May 4, 2022 |
| Trigger Jump SecuritiesSM |
| Principal at Risk Securities |
| |
The S&P 500®
Index
The S&P 500® Index is a
capitalization-weighted index of stocks of 500 component companies. It is designed to measure performance of the broad domestic
economy through changes in the aggregate market value of stocks of 500 component companies representing all major industries in
the U.S. The top 5 industry groups by market capitalization as of January 31, 2017 were: Information Technology, Financials, Health
Care, Consumer Discretionary and Industrials.
For more information about the S&P 500® Index,
see “The S&P 500® Index” beginning on page S-44 of the accompanying Equity Index Underlying Supplement.
The following graph sets forth the historical performance of the
S&P 500® Index based on the daily historical closing levels from January 1, 2008 through March 24, 2017. We
obtained the closing levels below from the Bloomberg Professional® service. We have not independently verified the
accuracy or completeness of the information obtained from the Bloomberg Professional® service. The historical levels
of the S&P 500® Index should not be taken as an indication of future performance, and no assurance can be given
as to the level of the S&P 500® Index on the valuation date.
S&P 500® Index
Daily Closing Levels
January 1, 2008 to March 24, 2017 |
| |
| Dual Directional Trigger Jump Securities Based on the Level of the
S&P 500® Index due May 4, 2022 |
| Trigger Jump SecuritiesSM |
| Principal at Risk Securities |
| |
Additional Information
About the Trigger Jump Securities
Please read this information in conjunction with the summary terms
on the cover page of this document.
| General Information |
|
| Listing: |
The securities will not be listed on any securities exchange. |
| CUSIP: |
40435D847 |
| ISIN: |
US40435D8478 |
| Minimum ticketing size: |
$1,000 / 100 securities |
| Denominations: |
$10 per security and integral multiples thereof |
| Interest: |
None |
|
Tax considerations:
|
There is no direct legal authority as to the proper tax treatment
of the securities, and therefore significant aspects of the tax treatment of the securities are uncertain as to both the timing
and character of any inclusion in income in respect of the securities. Under one approach, the securities could be treated as pre-paid
executory contracts with respect to the underlying index. We intend to treat the securities consistent with this approach. Pursuant
to the terms of the securities, you agree to treat the securities under this approach for all U.S. federal income tax purposes.
Subject to the limitations described therein, and based on certain factual representations received from us, in the opinion of
our special U.S. tax counsel, Morrison & Foerster LLP, it is reasonable to treat the securities as pre-paid executory contracts
with respect to the underlying index. Pursuant to this approach we do not intend to report any income or gain with respect to the
securities prior to maturity or an earlier sale or exchange, and we intend to treat any gain or loss upon maturity or an earlier
sale or exchange as long-term capital gain or loss, provided that you have held the securities for more than one year at such time
for U.S. federal income tax purposes.
In Notice 2008-2, the Internal Revenue Service (“IRS”)
and the Treasury Department requested comments as to whether the purchaser of certain securities (which may include the securities)
should be required to accrue income during its term under a mark-to-market, accrual or other methodology, whether income and gain
on such a security or contract should be ordinary or capital and whether foreign holders should be subject to withholding tax on
any deemed income accrual. Accordingly, it is possible that regulations or other guidance could provide that a U.S. holder (as
defined in the accompanying prospectus supplement) of a security is required to accrue income in respect of the security prior
to the receipt of payments under the security or its earlier sale or exchange. Moreover, it is possible that any such regulations
or other guidance could treat all income and gain of a U.S. holder in respect of a security as ordinary income (including gain
on a sale or exchange). Finally, it is possible that a non-U.S. holder (as defined in the accompanying prospectus supplement) of
a security could be subject to U.S. withholding tax in respect of a security. It is unclear whether any regulations or other guidance
would apply to the securities (possibly on a retroactive basis). Prospective investors are urged to consult with their tax advisors
regarding Notice 2008-2 and the possible effect to them of the issuance of regulations or other guidance that affects the U.S.
federal income tax treatment of the securities.
We will not attempt to ascertain whether any of the entities whose
stock is included in the underlying index would be treated as a passive foreign investment company (“PFIC”) or United
States real property holding corporation (“USRPHC”), both as defined for U.S. federal income tax purposes. If one or
more of the entities whose stock is included in the underlying index were so treated, certain adverse U.S. federal income tax consequences
might apply. You should refer to information filed with the SEC and other authorities by the entities whose stock is included in
the underlying index and consult your tax advisor regarding the possible consequences to you if one or more of the entities whose
stock is included in the underlying index is or becomes a PFIC or a USRPHC.
Under current law, while the matter is not entirely clear, individual
non-U.S. holders, and entities whose property is potentially includible in those individuals’ gross estates for U.S. federal
estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain
interests or powers), should note that, absent an applicable treaty benefit, the securities are likely to be treated as U.S. situs
property, subject to U.S. federal estate tax. These individuals and entities should consult their tax advisors regarding the U.S.
federal estate tax consequences of investing in the securities.
A
“dividend equivalent” payment is treated as a dividend from sources within the United States and such payments generally
would be subject to a 30% U.S. withholding tax if paid to a non-U.S. holder. Under U.S. Treasury Department regulations, payments
(including deemed payments) with respect to equity-linked instruments (“ELIs”) that are “specified ELIs”
may be treated as dividend equivalents if such specified ELIs reference an interest in an “underlying security,” which
is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with respect
to such interest could give rise to a U.S. source dividend. However, U.S. Treasury regulations provide that withholding on dividend
equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1,
2018. Based on the Issuer’s determination
that the securities are not “delta-one” instruments, non-U.S. holders should not be subject to withholding on dividend
equivalent payments, if any, under the securities. However, it is possible that the securities could be treated as deemed reissued
for U.S. federal income tax purposes upon the occurrence of certain events affecting the underlying index or the securities, and
following such occurrence the securities could be treated as subject to withholding on dividend equivalent payments. Non-U.S.
holders that enter, or have entered, into other transactions in respect of the underlying index or the securities should consult
their tax advisors as to the application of the dividend equivalent withholding tax in the context of the securities and their
other transactions. If any payments are treated as dividend equivalents |
| |
| Dual Directional Trigger Jump Securities Based on the Level of the
S&P 500® Index due May 4, 2022 |
| Trigger Jump SecuritiesSM |
| Principal at Risk Securities |
| |
| |
subject to withholding, we (or the applicable paying agent) would
be entitled to withhold taxes without being required to pay any additional amounts with respect to amounts so withheld.
Additionally, the IRS has announced that withholding under the Foreign
Account Tax Compliance Act (as discussed in the accompanying prospectus supplement) on payments of gross proceeds from a sale,
exchange, redemption or other disposition of the securities will only apply to dispositions after December 31, 2018.
For a further discussion of U.S. federal income tax consequences
related to the securities, see the section “U.S. Federal Income Tax Considerations” in the accompanying prospectus
supplement.
|
| Calculation agent: |
HSBC USA Inc., or one of its affiliates. |
| Supplemental
plan of distribution (conflicts of interest): |
Pursuant to the terms of a distribution agreement, HSBC Securities
(USA) Inc., an affiliate of HSBC, will purchase the securities from HSBC for distribution to Morgan Stanley Wealth Management.
HSBC Securities (USA) Inc. will act as agent for the securities, will receive a fee of $0.35 per $10 stated principal amount, and
will pay Morgan Stanley Wealth Management a fixed sales commission of $0.30 for each security they sell. Of the amount per $10
stated principal amount received by HSBC Securities (USA) Inc., acting as agent for HSBC, HSBC Securities (USA) Inc. will pay Morgan
Stanley Wealth Management a structuring fee of $0.05 for each security.
In addition, HSBC Securities (USA) Inc. or another of its affiliates
or agents may use the pricing supplement to which this free writing prospectus relates in market-making transactions after the
initial sale of the securities, but is under no obligation to make a market in the securities and may discontinue any market-making
activities at any time without notice.
See “Supplemental Plan of Distribution (Conflicts of Interest)”
on page S-59 in the prospectus supplement.
|
| Events of default and acceleration: |
If the securities have become immediately due and payable following
an event of default (as defined in the accompanying prospectus) with respect to the securities, the calculation agent will determine
the accelerated payment at maturity due and payable in the same general manner as described in “payment at maturity”
in this free writing prospectus. In such a case, the third scheduled trading day for the underlying index immediately preceding
the date of acceleration will be used as the valuation date for purposes of determining the accelerated final level. If a market
disruption event exists on that scheduled trading day, then the accelerated valuation date will be postponed for up to five scheduled
trading days (in the same general manner used for postponing the originally scheduled valuation date). The accelerated maturity
date will be the fifth business day following such accelerated postponed valuation date.
For more information, see “Description of Debt Securities
— Senior Debt Securities — Events of Default” in the accompanying prospectus.
|
| Where you can find more information: |
This free writing prospectus relates to an offering of the securities
linked to the underlying index. The purchaser of a security will acquire a senior unsecured debt security of HSBC USA Inc. We reserve
the right to withdraw, cancel or modify any offering and to reject orders in whole or in part. Although the offering of securities
relates to the underlying index, you should not construe that fact as a recommendation as to the merits of acquiring an investment
linked to the underlying index or any security included in the underlying index or as to the suitability of an investment in the
securities.
HSBC has filed a registration statement (including a prospectus,
a prospectus supplement and Equity Index Underlying Supplement) with the SEC for the offering to which this free writing prospectus
relates. Before you invest, you should read the prospectus, prospectus supplement and Equity Index Underlying Supplement in that
registration statement and other documents HSBC has filed with the SEC for more complete information about HSBC and this offering.
You may get these documents for free by visiting EDGAR on the SEC’s web site at www.sec.gov. Alternatively, HSBC Securities
(USA) Inc. or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement and Equity
Index Underlying Supplement if you request them by calling toll-free 1-866-811-8049.
You should read this document together with the prospectus dated
March 5, 2015, the prospectus supplement dated March 5, 2015 and Equity Index Underlying Supplement dated March 5, 2015. If the
terms of the securities offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus,
or Equity Index Underlying Supplement, the terms described in this free writing prospectus shall control. You should carefully
consider, among other things, the matters set forth in “Risk Factors” herein, on page S-2 of the accompanying Equity
Index Underlying Supplement and page S-1 of the accompanying prospectus supplement, as the securities involve risks not
associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors
before you invest in the securities. As used herein, references to the “Issuer”, “HSBC”, “we”,
“us” and “our” are to HSBC USA Inc.
You may access these documents on the SEC web site at www.sec.gov
as follows:
The Equity Index Underlying Supplement at:
http://www.sec.gov/Archives/edgar/data/83246/000114420415014327/v403626_424b2.htm
The prospectus supplement at:
http://www.sec.gov/Archives/edgar/data/83246/000114420415014311/v403645_424b2.htm
The prospectus at:
http://www.sec.gov/Archives/edgar/data/83246/000119312515078931/d884345d424b3.htm |
This document provides a summary
of the terms and conditions of the securities. We encourage you to read the accompanying Equity Index Underlying Supplement, prospectus
supplement and prospectus for this offering, which can be accessed via the hyperlinks above.
This regulatory filing also includes additional resources:
v463019_fwp.pdf