Tender offers for any and all of the
outstanding
- 6.25% Notes due 2019 issued by HSBC
Finance Corporation(ISIN: XS0100863298; Common Code:
10086329);
- 6.676% Senior Subordinated Notesdue
January 15, 2021 issued by HSBC Finance Corporation(CUSIP:
40429CGD8, 40429CGB2 and U4428DCD4;ISIN: US40429CGD83, US40429CGB28
and USU4428DCD40);
- 7.190% Notes due August 18, 2023 issued
by Beneficial Company LLC(CUSIP: 08172LU63; ISIN:
US08172LU632);
- 7.160% Notes due September 1, 2023
issued by Beneficial Company LLC(CUSIP: 08172LV54; ISIN:
US08172LV549);
- 7.625% Notes due May 17, 2032 issued by
HSBC Finance Corporation(CUSIP: 441812JZ8; ISIN: US441812JZ87);
and
- 7.35% Notes due November 27, 2032
issued by HSBC Finance Corporation(CUSIP: 441812KB9; ISIN:
US441812KB90)
HSBC Finance Corporation (“HSBC Finance”) hereby announces the
pricing and expiration of its previously announced offers (each an
“Offer” and collectively the “Offers”) to purchase for cash any and
all of the outstanding 6.25% Notes due 2019 issued by HSBC Finance
(ISIN: XS0100863298; Common Code: 10086329) (“2019 Notes”), 6.676%
Senior Subordinated Notes due 2021 issued by HSBC Finance (CUSIP:
40429CGD8, 40429CGB2 and U4428DCD4; ISIN: US40429CGD83,
US40429CGB28 and USU4428DCD40) (the “2021 Notes”); 7.190% Notes due
August 18, 2023 issued by Beneficial Company LLC (f/k/a Beneficial
Corporation) (“Beneficial”) (CUSIP: 08172LU63; ISIN: US08172LU632)
(“August 2023 Notes”), 7.160% Notes due September 1, 2023 issued by
Beneficial (CUSIP: 08172LV54; ISIN: US08172LV549) (“September 2023
Notes”), 7.625% Notes due May 17, 2032 issued by HSBC Finance
(CUSIP: 441812JZ8; ISIN: US441812JZ87) (“May 2032 Notes”), 7.35%
Notes due November 27, 2032 issued by HSBC Finance (CUSIP:
441812KB9; ISIN: US441812KB90) (“November 2032 Notes” and together
with the 2021 Notes, the 2019 Notes, the August 2023 Notes, the
September 2023 Notes and the May 2032 Notes, the “Notes”) upon the
terms and subject to the conditions set forth in the Offer to
Purchase dated January 8, 2018 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”) and in the
related Letter of Transmittal dated January 8, 2018 (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”). The Offers expired as of 5:00 p.m., New York City
time, on January 16, 2018 (such time and date, the “Expiration
Time”) and were made to all registered holders of Notes (each, a
“Holder” and collectively, the “Holders”).
The 2019 Notes, the August 2023 Notes and the September 2023
Notes are collectively referred to herein as the “Fixed Price
Notes.” The 2021 Notes, the May 2032 Notes and the November 2032
Notes are collectively referred to herein as the “Fixed Spread
Notes.” Capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Offer to Purchase.
Approximately $738 million aggregate principal amount of Notes
were validly tendered and accepted for purchase in the Offers, as
more fully set forth below:
Title of Security CUSIP/ISIN
Principal Amount Tendered
Percent of Amount Outstanding
Tendered
6.25% Notes due 2019
ISIN: XS0100863298 CommonCode:
10086329
£93,397,000 74.72%
6.676% Senior Subordinated Notesdue
January 15, 2021
Registered Notes:CUSIP: 40429CGD8ISIN:
US40429CGD83
Rule 144A Notes:CUSIP: 40429CGB2ISIN:
US40429CGB28
Regulation S Notes:CUSIP: U4428DCD4ISIN:
USU4428DCD40
US$594,558,000(1) 53.87% 7.190% Notes due August 18, 2023
CUSIP: 08172LU63ISIN: US08172LU632
US$3,500,000 70.00% 7.160% Notes due September 1, 2023
CUSIP: 08172LV54ISIN: US08172LV549
US$3,089,000 61.78% 7.625% Notes due May 17, 2032
CUSIP: 441812JZ8ISIN: US441812JZ87
US$6,863,000 7.08% 7.35% Notes due November 27, 2032
CUSIP: 441812KB9ISIN: US441812KB90
US$2,553,000 9.36%
(1) Does not include $509,000 aggregate principal amount of 2021
Notes tendered using the guaranteed delivery procedures that will
be accepted for purchase if delivered no later than 5:00 p.m., New
York City time, on January 18, 2018.
The conditions to the Offers described under the heading
“Conditions to the Offers” in the Offer to Purchase have been
satisfied. Payment of the Total Consideration to Holders of Notes
that were accepted for purchase will be made on the Notes
Settlement Date, other than the Notes tendered using the guaranteed
delivery procedures and delivered after the Expiration Time for
which payment will be made on the Guaranteed Delivery Settlement
Date (each of the Notes Settlement Date and the Guaranteed Delivery
Settlement Date, a “Settlement Date”). Both the Notes Settlement
Date and the Guaranteed Delivery Settlement Date are expected to be
January 19, 2018. Holders who validly tendered and did not validly
withdraw their Notes and whose Notes were accepted for purchase in
the Offers will also be paid on the applicable Settlement Date
accrued and unpaid interest from the last interest payment date on
such series of Notes up to, but excluding, the Notes Settlement
Date.
The “Total Consideration” per each $1,000 principal amount of
the Fixed Spread Notes validly tendered and accepted for payment
pursuant to the applicable Offer was determined in the manner
described in the Offer to Purchase by reference to the fixed spread
specified below for such series of the Fixed Spread Notes (the
“Fixed Spread”) over the yield (the “Reference Yield”) based on the
bid side price of the US Treasury Security specified below for such
series of the Fixed Spread Notes (the “Reference Benchmark
Security”), as calculated by HSBC Securities (USA) Inc. at 10:00
a.m., New York City time, on January 16, 2018 (such time and date,
the “Price Determination Time”). The “Total Consideration” per each
$1,000 or £1,000, as applicable, principal amount of the Fixed
Price Notes validly tendered and accepted for payment pursuant to
the applicable Offer will be the amount set forth under the heading
“Fixed Price Notes” below.
The following table summarizes the material pricing terms for
the Offers:
Fixed Spread Notes
Fixed PriceNotes
Title ofSecurity
CUSIP/ISIN
OutstandingPrincipal
Amount
Issuer
Reference
BenchmarkSecurity
FixedSpread(basispoints)
BloombergReferencePage
TotalConsideration(1)(2)
Fixed Price(1)
6.25% Notes due 2019
ISIN: XS0100863298Common Code:
10086329
£125,000,000 HSBC Finance Corporation -- -- -- -- £1,090.37
6.676% Senior Subordinated Notes due January 15, 2021 Registered
Notes:CUSIP: 40429CGD8ISIN: US40429CGD83
Rule 144A Notes:CUSIP: 40429CGB2ISIN:
US40429CGB28
Regulation S Notes:CUSIP: U4428DCD4ISIN:
USU4428DCD40
US$1,103,669,000 HSBC Finance Corporation 1.875% US Treasury due
December 15, 2020 20 PX1 $1,125.17 -- 7.190% Notes due
August 18, 2023
CUSIP: 08172LU63ISIN: US08172LU632
US$5,000,000 Beneficial Company LLC -- -- -- -- $1,241.71
7.160% Notes due September 1, 2023
CUSIP: 08172LV54ISIN: US08172LV549
US$5,000,000 Beneficial Company LLC -- -- -- -- $1,241.61
7.625% Notes due May 17, 2032
CUSIP: 441812JZ8ISIN: US441812JZ87
US$96,875,000 HSBC Finance Corporation 2.25% US Treasury due
November 15, 2027 195 PX1 $1,328.94 -- 7.35% Notes due
November 27, 2032
CUSIP: 441812KB9ISIN: US441812KB90
US$27,262,000 HSBC Finance Corporation 2.25% US Treasury due
November 15, 2027 155 PX1 $1,360.60 --
(1) Per each U.S.$1,000 or £1,000, as applicable, principal
amount of Notes accepted for purchase.(2) The Total Consideration
is based on the Fixed Spread added to the Reference Yield as of the
Price Determination Time.
Global Bondholder Services Corporation acted as the depositary
and as the information agent for the Offers. HSBC Securities (USA)
Inc. acted as Dealer Manager for the Offers. Persons with questions
about the Offers 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)
470-4200 (all others toll free) or by email at
contact@gbsc-usa.com.
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 Offers were made pursuant to the
Offer Documents, which HSBC Finance distributed to Holders of
Notes. The Offers were not 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.
Notes to editors
HSBC Finance is a subsidiary of HSBC North America
Holdings Inc.
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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180116006942/en/
For HSBC Finance CorporationRob Sherman,
+1-212-525-6901robert.a.sherman@us.hsbc.com
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