HSBC Finance Corp. Announces Early Tender Results of its Offer to Purchase for Cash Up to $1.1 Billion of Outstanding 6.676% ...
September 19 2017 - 8:00AM
Business Wire
HSBC Finance Corporation (“HSBC Finance”) hereby announces the
early tender results of its previously announced offer to purchase
for cash up to $1,104,230,000 (the “Tender Cap”) of its outstanding
6.676% Senior Subordinated Notes due January 15, 2021 (CUSIP:
40429CGD8, 40429CGB2 and U4428DCD4; ISIN: US40429CGD83,
US40429CGB28 and USU4428DCD40) (the “Notes”), from holders thereof
(each, a “Holder” and collectively, the “Holders”), at the price
set forth below, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated September 5, 2017 (as it may
be amended or supplemented from time to time, the “Offer to
Purchase”) and in the related Letter of Transmittal dated September
5, 2017 (as it may be amended or supplemented from time to time,
the “Letter of Transmittal” and, together with the Offer to
Purchase, the “Offer Documents”), which together constitute the
Offer (the “Offer”).
On September 18, 2017, at 5:00 p.m., New York City time (the
Early Tender Date”), HSBC Finance had received valid tenders (which
tenders were not validly withdrawn or revoked) from Holders of an
aggregate of $1,555 million in principal amount of the Notes (the
“Early Tender Notes”). Withdrawal rights for the Notes expired at
5:00 p.m., New York City time, on September 18, 2017.
Pursuant to the Offer Documents, because the aggregate principal
amount of Early Tender Notes validly tendered and not validly
withdrawn or revoked exceeds the Tender Cap, HSBC Finance will
accept for purchase the Early Tender Notes on a prorated basis in
the proportion of approximately 71 percent of the principal amount
of the Early Tender Notes (the “Accepted Notes”). HSBC Finance will
accept for purchase the aggregate principal amount of Early Tender
Notes tendered by a Holder multiplied by the proration rate and
then rounded down to the nearest $1,000 increment.
The aggregate consideration payable under the Offer for the
Accepted Notes is approximately $1,268 million, which represents a
total consideration of $1,148.41 per $1,000 principal amount of the
Accepted Notes, in each case, excluding any accrued and unpaid
interest on the Accepted Notes. The Accepted Notes represent
approximately 38 percent of the principal amount outstanding of
Notes as of September 18, 2017.
The Early Settlement Date will be on September 20, 2017. Because
the Offer was fully subscribed as of the Early Tender Date, HSBC
Finance will not accept for purchase any Notes not already
purchased on the Early Settlement Date. Any Notes tendered pursuant
to the Offer but not accepted for purchase by HSBC Finance on the
Early Settlement Date will be promptly returned to Holders.
Global Bondholder Services Corporation is acting as the
depositary and as the information agent for the Offer. HSBC
Securities (USA) Inc. is acting as Dealer Manager for the Offer.
Persons with questions about the Offer should contact HSBC
Securities (USA) Inc. at +1 (888) HSBC-4LM (toll free) or +1 (212)
525-5552 (collect). Requests for documents should be directed to
Global Bondholder Services Corporation at +1 (212) 430-3774 (banks
and brokers) or +1 (866) 470-3800 (all others toll free) or by
email at contact@gbsc-usa.com. The Offer Documents will be
available online at http://www.gbsc-usa.com/HSBC/ until the
consummation of the Offer.
As previously disclosed, in connection with the Offer, on
September 5, 2017, HSBC Finance entered into a definitive agreement
with its ultimate parent, HSBC Holdings plc (“HSBC Holdings”)
pursuant to which HSBC Finance has agreed to repurchase (the
“Repurchase”), subject to the terms and conditions contained
therein, $730,770,000 of Notes (the “Repurchase Notes”),
representing all of the outstanding Notes held by HSBC Holdings.
The Notes purchased by HSBC Finance in the Repurchase will be in
addition to those accepted for purchase in the Offer and will not
count toward the Tender Cap. The purchase price payable for the
Repurchase Notes will be approximately $839 million, excluding any
accrued and unpaid interest on the Repurchase Notes. HSBC Finance
expects to pay the purchase price for the Repurchase Notes on
September 20, 2017.
As a result of the Offer and the Repurchase, HSBC Finance
expects to record during the third quarter of 2017 a one-time
charge reflecting a loss on early extinguishment of debt that is
estimated to be approximately $260 million. After the purchase of
the Accepted Notes and the Repurchase Notes on September 20, 2017,
the aggregate principal amount of Notes outstanding will be
approximately $1,104 million.
This press release is for information purposes only and is not
an offer to purchase or a solicitation of acceptance of an offer to
purchase any of the Notes. The Offer is being made pursuant to the
Offer Documents, which HSBC Finance is distributing to Holders of
Notes. The Offer is not being made to Holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, “blue sky” or other laws of such
jurisdiction.
Forward-looking statements
Certain statements in this press release are “forward-looking
statements” within the meaning of the rules and regulations of the
U.S. Securities and Exchange Commission. These statements are based
on management’s current expectations and are subject to uncertainty
and changes in circumstances. Actual results and other financial
conditions may differ materially from those included in these
statements due to a variety of factors including those contained in
HSBC Finance’s filings with the U.S. Securities and Exchange
Commission, including without limitation the “Risk Factors” section
of HSBC Finance’s 2016 Annual Report on Form 10-K. Precautionary
statements included in such filings should be read in conjunction
with this press release.
About HSBC Finance
HSBC Finance Corporation, through its subsidiaries, owns and
services a portfolio of residential real estate loans. HSBC Finance
Corporation is a subsidiary of HSBC North America Holdings Inc.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170919005825/en/
Media enquiries:HSBC Finance CorporationRob Sherman, +1
212-525-6901robert.a.sherman@us.hsbc.com
HSBC (NYSE:HSBC)
Historical Stock Chart
From Aug 2024 to Sep 2024
HSBC (NYSE:HSBC)
Historical Stock Chart
From Sep 2023 to Sep 2024