|
Filed Pursuant
to Rule 433
Registration No. 333-180289
March 26, 2013
FREE WRITING PROSPECTUS
(To Prospectus dated March 22, 2012,
Prospectus Supplement dated March 22, 2012
and Equity Index Underlying Supplement dated
March 22, 2012)
|
Structured
Investments
|
|
HSBC USA Inc.
$
Return Enhanced Notes Linked to the S&P 500
®
Index
due April 3, 2018 (the “Notes”)
|
General
|
·
|
Terms used in this free writing prospectus are described or defined herein and in the accompanying
Equity Index Underlying Supplement, prospectus supplement and prospectus. The Notes will have the terms described herein and in
the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus.
The Notes do not guarantee any return
of principal, and you may lose up to 100% of your initial investment. The Notes will not bear interest.
|
|
·
|
This free writing prospectus relates to a single note offering. The purchaser of a Note will acquire
a security linked to the Reference Asset described below.
|
|
·
|
Although the offering relates to a Reference Asset, you should not construe that fact as a recommendation
as to the merits of acquiring an investment linked to the Reference Asset or any component security included in the Reference Asset
or as to the suitability of an investment in the Notes.
|
|
·
|
Senior unsecured debt obligations of HSBC USA Inc. maturing April 3, 2018.
|
|
·
|
Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof.
|
|
·
|
If the terms of the Notes set forth below are inconsistent with those described in the accompanying
Equity Index Underlying Supplement, prospectus supplement and prospectus, the terms set forth below will supersede.
|
|
·
|
Any payment on the Notes is subject to the Issuer’s credit risk.
|
Key Terms
|
|
Issuer:
|
HSBC USA Inc.
|
Reference Asset:
|
The S&P 500
®
Index (“SPX”)
|
Principal Amount:
|
$1,000 per Note
|
Trade Date:
|
March 28, 2013
|
Pricing Date:
|
March 28, 2013
|
Original Issue Date:
|
April 3, 2013
|
Final Valuation Date:
|
March 28, 2018, subject to adjustment as described in “Additional Terms of the Notes — Valuation Dates” in the accompanying Equity Index Underlying Supplement.
|
Ending Averaging Dates:
|
March 22, 2018, March 23, 2018, March 26, 2018, March 27, 2018 and March 28, 2018 (the Final Valuation Date), subject to adjustment as described in “Additional Terms of the Notes — Valuation Dates” in the accompanying Equity Index Underlying Supplement.
|
Maturity Date:
|
3 business days after the Final Valuation Date, and expected to be April 3, 2018. The Maturity Date is subject to further 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.
|
Payment at Maturity:
|
For each Note, the Cash Settlement Value.
|
Cash Settlement Value:
|
For each Note, you will receive a cash payment on the Maturity Date that is based on the Reference Return (as described below):
|
|
If the Reference Return is greater than or equal to 0.00%
, you will receive an amount equal to the Principal Amount plus the product of (i) the Principal Amount multiplied by (ii) the Reference Return multiplied by the Upside Participation Rate.
|
|
If the Reference Return is less than 0.00%
, at maturity you will receive an amount equal to the Principal Amount plus the product of (a) the Principal Amount multiplied by (b) the Reference Return. You will lose 1.00% of the Principal Amount for each percentage point that the Reference Return is below zero.
This means that if the Reference Return is -100.00%, you will lose your entire investment.
|
Upside Participation Rate:
|
172.00%
|
Reference Return:
|
The quotient, expressed as a percentage, calculated as follows:
|
|
Final Level – Initial Level
|
|
Initial Level
|
Initial Level:
|
The Official Closing Level of the Reference Asset on the Pricing Date.
|
Final Level:
|
The arithmetic average of the Official Closing Levels of the Reference Asset determined by the Calculation Agent on each of the Ending Averaging Dates.
|
Official Closing Level:
|
The Official Closing Level of the Reference Asset on any scheduled trading day as determined by the Calculation Agent based upon the level displayed on Bloomberg Professional
®
service page “SPX <INDEX>” or any successor page on the Bloomberg Professional
®
service or any successor service, as applicable.
|
Calculation Agent:
|
HSBC USA Inc. or one of its affiliates
|
CUSIP/ISIN:
|
40432XD73/US40432XD730
|
Form of Notes:
|
Book-Entry
|
Listing:
|
The Notes will not be listed on any U.S. securities exchange or quotation system.
|
Investment in the
Notes involves certain risks. You should refer to “Selected Risk Considerations” beginning on page 4 of this document
and “Risk Factors” beginning on page S-1 of the Equity Index Underlying Supplement and page S-3 of the prospectus supplement.
Neither the U.S. Securities
and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notes or
determined that this free writing prospectus, or the accompanying Equity Index Underlying Supplement, prospectus supplement and
prospectus, is truthful or complete. Any representation to the contrary is a criminal offense.
HSBC Securities (USA)
Inc. or another of our affiliates or agents may use the pricing supplement to which this free writing prospectus relates in market-making
transactions in any Notes after their initial sale.
Unless we or our agent informs you otherwise in the confirmation of sale,
the pricing supplement to which this free writing prospectus relates will be used in a market-making transaction.
HSBC Securities
(USA) Inc., an affiliate of ours, will purchase the Notes from us for distribution to the placement agent. See “Supplemental
Plan of Distribution (Conflicts of Interest)” on the last page of this free writing prospectus.
J.P. Morgan Securities
LLC and certain of its registered broker-dealer affiliates are purchasing the Notes for resale. JPMorgan Chase Bank N.A. may purchase
the Notes on behalf of certain fiduciary accounts. J.P. Morgan Securities LLC, certain of its registered broker-dealer affiliates
and JPMorgan Chase Bank N.A. will not receive fees from us for sales to fiduciary accounts.
|
Price to Public
(1)
|
Fees and Commissions
|
Proceeds to Issuer
|
Per Note
|
$1,000
|
$30
|
$970
|
Total
|
$
|
$
|
$
|
(1)
Certain fiduciary accounts purchasing the Notes
will pay a purchase price of $970 per Note, and the placement agents with respect to sales made to such accounts will forgo any
fees.
The
Notes:
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
JPMorgan
Placement Agent
March [●], 2013
Additional Terms Specific to the Notes
This free writing
prospectus relates to a single note offering linked to the Reference Asset identified on the cover page. The purchaser of a Note
will acquire a senior unsecured debt security linked to the Reference Asset. We reserve the right to withdraw, cancel or modify
this offering and to reject orders in whole or in part. Although the Note offering relates only to the Reference Asset identified
on the cover page, you should not construe that fact as a recommendation as to the merits of acquiring an investment linked to
the Reference Asset or any securities comprising the Reference Asset or as to the suitability of an investment in the Notes.
You
should read this document together with the prospectus dated March 22, 2012, the prospectus supplement dated March 22, 2012 and
the Equity Index Underlying Supplement dated March 22, 2012.
If the
terms of the Notes offered hereby are inconsistent with those described in the accompanying Equity Index Underlying Supplement,
prospectus supplement or prospectus, the terms described in this free writing prospectus shall control. You should carefully consider,
among other things, the matters set forth in “Selected Risk Considerations” beginning on page 4 of this free writing
prospectus and “Risk Factors” beginning on page S-1 of the accompanying Equity Index Underlying Supplement and page
S-3 of the prospectus 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 you invest in the Notes. As used herein, references to the “Issuer”,
“HSBC”, “we”, “us” and “our” are to HSBC USA Inc.
HSBC has filed a registration
statement (including a prospectus, a prospectus supplement and the 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 may also obtain:
We are using this free writing prospectus
to solicit from you an offer to purchase the Notes. You may revoke your offer to purchase the Notes at any time prior to the time
at which we accept your offer by notifying HSBC Securities (USA) Inc. We reserve the right to change the terms of, or reject any
offer to purchase, the Notes prior to their issuance. The Trade Date, the Pricing Date and the other terms of the Notes are subject
to change, and will be set forth in the final pricing supplement relating to the Notes. In the event of any material changes to
the terms of the Notes, we will notify you.
Summary
The four charts below provide a summary
of the Notes, including Note characteristics and risk considerations as well as an illustrative diagram and table reflecting hypothetical
returns at maturity. These charts should be reviewed together with the disclosure regarding the Notes contained in this free
writing prospectus as well as in the accompanying Equity Index Underlying Supplement, prospectus and prospectus supplement.
The following charts illustrate the hypothetical
total return at maturity on the Notes. The “total return” as used in this free writing prospectus is the number, expressed
as a percentage, that results from comparing the Payment at Maturity per $1,000 Principal Amount of the Notes to $1,000. The hypothetical
total returns set forth below reflect a hypothetical Initial Level of 1,500.00 and the Upside Participation Rate of 172.00%. The
actual Initial Level will be determined on the Pricing Date. The hypothetical total returns set forth below are for illustrative
purposes only and may not be the actual total returns applicable to a purchaser of the Notes. The numbers appearing in the following
table and examples have been rounded for ease of analysis.
Selected Purchase Considerations
|
·
|
APPRECIATION POTENTIAL
— The Notes provide the opportunity for enhanced returns at
maturity by multiplying a positive Reference Return by the Upside Participation Rate of 172.00%. Because the Notes are our senior
unsecured obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due.
|
|
·
|
Full Participation in the Decline of the Reference Asset
— Payment at Maturity of the Principal Amount of the Notes is fully exposed to a decline in the Final Level, as compared
to the Initial Level. If the level of the Reference Asset declines, you will lose 1.00% of the Principal Amount for every 1.00%
that the Reference Return is less than zero.
If the Reference Return is -100.00%, you will lose your entire investment.
|
|
·
|
DIVERSIFICATION OF THE S&P 500
®
INDEX
— The return on the Notes
is linked to the S&P 500
®
Index. The S&P 500
®
Index consists of 500 component stocks selected
to provide a performance benchmark for the U.S. equity markets. For additional information about the Reference Asset, see the information
set forth under “The S&P 500
®
Index” in the Equity Index Underlying Supplement.
|
|
·
|
TAX TREATMENT
—
There
is no direct legal authority as to the proper tax treatment of the Notes, and therefore significant aspects of the tax treatment
of the Notes are uncertain as to both the timing and character of any inclusion in income in respect of the Notes. Under one approach,
the Notes should be treated as pre-paid executory contracts with respect to the Reference Asset. We intend to treat the Notes consistent
with this approach. Pursuant to the terms of the Notes, you agree to treat the Notes 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 Notes as pre-paid executory
contracts with respect to the Reference Asset. Pursuant to this approach, we do not intend to report any income or gain with respect
to the Notes prior to their maturity or an earlier sale or exchange and we generally 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 Note for more than one year at
such time for U.S. federal income tax purposes.
|
We will not
attempt to ascertain whether any of the entities whose stock is included in, or owned by, the Reference Asset, as the case may
be, 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, or owned by, the Reference Asset, as the case may be, 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,
or owned by, the Reference Asset, as the case may be, and consult your tax advisor regarding the possible consequences to you if
one or more of the entities whose stock is included in, or owned by, the Reference Asset, as the case may be, is or becomes a PFIC
or a USRPHC.
Withholding
and reporting requirements under the legislation enacted on March 18, 2010 (as discussed beginning on page S-48 of the prospectus
supplement) will generally apply to payments made after December 31, 2013. However, this withholding tax will not be imposed on
payments pursuant to obligations outstanding on January 1, 2014. Additionally, withholding due to any payment being treated as
a “dividend equivalent” (as discussed beginning on page S-47 of the prospectus supplement) will begin no earlier than
January 1, 2014. Holders are urged to consult with their own tax advisors regarding the possible implications of this recently
enacted legislation on their investment in the Notes.
For a further
discussion of the U.S. federal income tax consequences related to the Notes, see the section “U.S. Federal Income Tax Considerations”
in the accompanying prospectus supplement.
Selected Risk Considerations
An investment in the Notes involves
significant risks. Investing in the Notes is not equivalent to investing directly in any of the component securities of the Reference
Asset. These risks are explained in more detail in the “Risk Factors” sections of the accompanying Equity Index Underlying
Supplement and prospectus supplement.
|
·
|
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS
— The Notes do not guarantee any
return of principal. The return on the Notes at maturity is linked to the performance of the Reference Asset and will depend on
whether, and the extent to which, the Reference Return is positive or negative. Your investment will be exposed on a 1-to-1 basis
to any decline in the Final Level of the Reference Asset as compared to the Initial Level.
You may lose up to 100.00% of your
investment
.
|
|
·
|
THE AMOUNT PAYABLE ON THE NOTES IS NOT LINKED TO THE LEVEL OF THE REFERENCE ASSET AT ANY TIME
OTHER THAN ON THE ENDING AVERAGING DATES, INCLUDING THE FINAL VALUATION DATE
— The Final Level will be based on the Official
Closing Level of the Reference Asset on each of the Ending Averaging
|
Dates, subject
to postponement for non-trading days and certain market disruption events. Even if the level of the Reference Asset appreciates
during the term of the Notes other than on the Ending Averaging Dates but then drops on one or more of the Ending Averaging Dates
to a level that is less than the Initial Level, the Payment at Maturity may be less, and may be significantly less, than it would
have been had the Payment at Maturity been linked to the level of the Reference Asset prior to such decrease. Although the actual
level of the Reference Asset on the Maturity Date or at other times during the term of the Notes may be higher than the Final Level,
the Payment at Maturity will be based solely on the Official Closing Level of the Reference Asset on each of the Ending Averaging
Dates.
|
·
|
THE NOTES ARE SUBJECT TO THE CREDIT RISK OF HSBC USA INC.
— The Notes 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 Notes 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 Notes, including any return of principal at maturity, 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 Notes 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 Notes.
|
|
·
|
SUITABILITY OF THE NOTES FOR INVESTMENT
– You should only reach a decision to invest
in the Notes after carefully considering, with your advisors, the suitability of the Notes in light of your investment objectives
and the information set out in this free writing prospectus. Neither HSBC nor any dealer participating in the offering makes any
recommendation as to the suitability of the Notes for investment.
|
|
·
|
CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE NOTES PRIOR TO MATURITY
— While the Payment at Maturity described in this free writing prospectus is based on the full Principal Amount of your Notes,
the original issue price of the Notes includes the placement agent’s commission and the estimated cost of hedging our obligations
under the Notes through one or more of our affiliates. As a result, the price, if any, at which HSBC Securities (USA) Inc. will
be willing to purchase Notes from you in secondary market transactions, if at all, will likely be lower than the original issue
price, and any sale of Notes by you prior to the Maturity Date could result in a substantial loss to you. The Notes are not designed
to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
|
|
·
|
NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS
— As a holder of the Notes, you
will not receive interest payments, and you will not have voting rights or rights to receive cash dividends or other distributions
or other rights that holders of securities composing the Reference Asset would have.
|
|
·
|
POTENTIALLY INCONSISTENT RESEARCH, OPINIONS OR RECOMMENDATIONS BY HSBC AND JPMORGAN
—
HSBC, JPMorgan, or their respective affiliates may publish research, express opinions or provide recommendations that are inconsistent
with investing in or holding the Notes and which may be revised at any time. Any such research, opinions or recommendations could
affect the level of the Reference Asset.
|
|
·
|
THE NOTES LACK LIQUIDITY
— The Notes will not be listed on any securities exchange.
HSBC Securities (USA) Inc. may offer to purchase the Notes in the secondary market. However, it is not required to do so and may
cease making such offers at any time if at all. Because other dealers are not likely to make a secondary market for the Notes,
the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which HSBC Securities (USA)
Inc. is willing to buy the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade
or sell the Notes easily.
|
|
·
|
POTENTIAL CONFLICTS
— HSBC and its affiliates play a
variety of roles in connection with the issuance of the Notes, including acting as
Calculation Agent
and hedging
its
obligations under the Notes. In performing these duties, the economic interests
of the
Calculation Agent
and other affiliates of HSBC are potentially adverse to your interests
as an investor in the Notes.
HSBC and the Calculation Agent are
under no obligation to consider
your interests as a holder of the Notes in taking any
corporate actions or other actions that might affect the level of
the Reference Asset and the value of the Notes.
|
|
·
|
The Notes are Not Insured or guaranteed by any Governmental
Agency of the United States or any Other Jurisdiction
— The Notes 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 Notes 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 Notes.
|
|
·
|
HISTORICAL PERFORMANCE OF THE REFERENCE ASSET SHOULD
NOT BE TAKEN AS AN INDICATION OF THE FUTURE PERFORMANCE OF THE REFERENCE asset DURING THE TERM OF THE NOTES —
It
is impossible to predict whether the level of the Reference Asset will rise or fall. The Reference Asset will be influenced by
complex and interrelated political, economic, financial and other factors.
|
|
·
|
MARKET DISRUPTIONS MAY ADVERSELY AFFECT YOUR RETURN —
The Calculation Agent may, in
its sole discretion, determine that the markets have been affected in a manner that prevents it from determining the Reference
Asset in the manner described herein, and calculating the amount that we are required to pay you upon maturity, or from properly
hedging its obligations under the Notes. These events may include disruptions or suspensions of trading in the markets as a whole
or general inconvertibility or non-transferability of one or more currencies. If the Calculation Agent, in its sole discretion,
determines that any of these events prevents us or any of our affiliates from properly hedging our obligations under the Notes
or prevents the Calculation Agent from determining the Reference Asset Return or Payment at Maturity in the ordinary manner, the
Calculation Agent will determine the Reference Asset Return or Payment at Maturity in good faith and in a commercially reasonable
manner, and it is possible that the Ending Averaging Dates and the Maturity Date will be postponed, which may adversely affect
the return on your Notes. For example, if the source for an exchange rate is not available on the Final Valuation Date, the Calculation
Agent may determine the exchange rate for such date, and such determination may adversely affect the return on your Notes.
|
|
·
|
MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES
— In addition
to the level of the Reference Asset on any day, the value of the Notes will be affected by a number of economic and market factors
that may either offset or magnify each other, including:
|
|
·
|
the expected volatility of the Reference Asset;
|
|
·
|
the time to maturity of the Notes;
|
|
·
|
the dividend rate on the equity securities underlying the Reference Asset;
|
|
·
|
interest and yield rates in the market generally;
|
|
·
|
a variety of economic, financial, political, regulatory or judicial events that affect the Reference
Asset or the stock markets generally; and
|
|
·
|
our creditworthiness, including actual or anticipated downgrades
in our credit ratings.
|
What Is the Total Return on the Notes at Maturity
Assuming a Range of Performances for the Reference Asset?
The following table illustrates the
hypothetical total return at maturity on the Notes. The “total return” as used in this free writing prospectus is the
number, expressed as a percentage, that results from comparing the Payment at Maturity per $1,000 Principal Amount of the Notes
to $1,000. The hypothetical total returns set forth below reflect the Upside Participation Rate of 172.00%, and assume an Initial
Level of 1,500.00. The actual Initial Level will be determined on the Pricing Date. The hypothetical total returns set forth below
are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the Notes. The numbers
appearing in the following table and examples have been rounded for ease of analysis.
Hypothetical
Final Level
|
Hypothetical
Reference Return
|
Hypothetical Total
Return on the Notes
|
3,000.00
|
100.00%
|
172.00%
|
2,700.00
|
80.00%
|
137.60%
|
2,550.00
|
70.00%
|
120.40%
|
2,400.00
|
60.00%
|
103.20%
|
2,250.00
|
50.00%
|
86.00%
|
2,100.00
|
40.00%
|
68.80%
|
1,950.00
|
30.00%
|
51.60%
|
1,800.00
|
20.00%
|
34.40%
|
1,650.00
|
10.00%
|
17.20%
|
1,575.00
|
5.00%
|
8.60%
|
1,537.50
|
2.50%
|
4.30%
|
1,515.00
|
1.00%
|
1.72%
|
1,500.00
|
0.00%
|
0.00%
|
1,485.00
|
-1.00%
|
-1.00%
|
1,425.00
|
-5.00%
|
-5.00%
|
1,350.00
|
-10.00%
|
-10.00%
|
1,200.00
|
-20.00%
|
-20.00%
|
1,050.00
|
-30.00%
|
-30.00%
|
900.00
|
-40.00%
|
-40.00%
|
750.00
|
-50.00%
|
-50.00%
|
600.00
|
-60.00%
|
-60.00%
|
450.00
|
-70.00%
|
-70.00%
|
300.00
|
-80.00%
|
-80.00%
|
150.00
|
-90.00%
|
-90.00%
|
0.00
|
-100.00%
|
-100.00%
|
Hypothetical Examples of Amounts Payable at Maturity
The following examples illustrate how
the total returns set forth in the table above are calculated.
Example 1: The level of the Reference
Asset increases from the hypothetical Initial Level of 1,500.00 to a hypothetical Final Level of 1,575.00.
Because the hypothetical
Final Level of 1,575.00 is greater than the hypothetical Initial Level of 1,500.00, the investor receives a Payment at Maturity
of $1,086.00 per $1,000 Principal Amount of the Notes, calculated as follows:
$1,000 + [$1,000 × (5.00% ×
172.00%)] = $1,086.00
Example 2: The level of the Reference
Asset decreases from the hypothetical Initial Level of 1,500.00 to a hypothetical Final Level of 1,050.00.
Because the hypothetical
Final Level of 1,050.00 is less than the hypothetical Initial Level of 1,500.00 and the Reference Return is -30.00%, the investor
receives a Payment at Maturity of $700.00 per $1,000 Principal Amount of the Notes, calculated as follows:
$1,000
+ ($1,000
×
-30.00%) = $700.00
Description of the Reference Asset
General
This free writing
prospectus is not an offer to sell and it is not an offer to buy interests in the Reference Asset or any of the securities comprising
the Reference Asset. All disclosures contained in this free writing prospectus regarding the Reference Asset, including its make-up,
performance, method of calculation and changes in its components, where applicable, are derived from publicly available information.
Neither HSBC nor any of its affiliates has made any independent investigation as to the information about the Reference Asset that
is contained in this free writing prospectus. You should make your own investigation into the Reference Asset.
The
S&P 500
®
Index
The SPX is a capitalization-weighted
index of 500 U.S. stocks. It is designed to measure performance of the broad domestic economy through changes in the aggregate
market value of 500 stocks representing all major industries.
The top five industry groups
by market capitalization as of March 22, 2013 were: Information Technology, Financials, Health Care, Consumer Discretionary and
Energy.
In September 2012, S&P
Dow Jones Indices LLC updated its index methodology so that, subject to several exceptions, shareholdings by specified types of
insiders that represent more than 5% of the outstanding shares of a security are removed from the float for purposes of calculating
the SPX.
For
more information about the SPX, see “The S&P 500
Ò
Index” on page S-6 of the accompanying Equity Index Underlying Supplement.
Historical Performance of Reference Asset
The following graph sets forth the historical
performance of the Reference Asset based on the daily historical closing levels from March 22, 2008 through March 22, 2013. The
closing level for the Reference Asset on March 22, 2013 was 1,556.89. We obtained the closing levels below from the Bloomberg Professional
®
service. We make no representation or warranty as to the accuracy or completeness of the information obtained from the Bloomberg
Professional
®
service.
The historical levels of the Reference
Asset should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing Level
on the Ending Averaging Dates. We cannot give you assurance that the performance of the Reference Asset will result in the return
of any of your initial investment.
Source: Bloomberg
Professional
®
service
License Agreement
Standard & Poor’s
®
and S&P
®
are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”);
Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks
have been licensed for use by S&P Dow Jones Indices LLC. “Standard & Poor’s
®
”, “S&P
500
®
” and “S&P
®
” are trademarks of S&P and have been licensed for use by
S&P Dow Jones Indices LLC and its affiliates and sublicensed for certain purposes by HSBC. The S&P 500
®
Index (the “Index”) is a product of S&P Dow Jones Indices LLC, and has been licensed for use by HSBC.
The Notes are not sponsored, endorsed,
sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their respective affiliates (collectively, “S&P
Dow Jones Indices”). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the holders
of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly
or the ability of the Index to track general market performance. S&P Dow Jones Indices’ only relationship to HSBC
with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow
Jones Indices. The Index is determined, composed and calculated by S&P Dow Jones Indices without regard to HSBC or the
Notes. S&P Dow Jones Indices has no obligation to take the needs of HSBC or the holders of the Notes into consideration
in determining, composing or calculating the Index. S&P Dow Jones Indices is not responsible for and has not participated
in the determination of the prices, and amount of the Notes or the timing of the issuance or sale of the Notes or in the determination
or calculation of the equation by which the Notes are to be converted into cash. S&P Dow Jones Indices has no obligation
or liability in connection with the administration, marketing or trading of the Notes. There is no assurance that investment products
based on the Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices
LLC is not an investment advisor. Inclusion of a security within the Index is not a recommendation by S&P Dow Jones Indices
to buy, sell, or hold such security, nor is it considered to be investment advice. Notwithstanding the foregoing, CME
Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to the Notes currently being
issued by HSBC, but which may be similar to and competitive with the Notes. In addition, CME Group Inc. and its affiliates
may trade financial products which are linked to the performance of the Index. It is possible that this trading activity
will affect the value of the Index and the Notes.
S&P DOW JONES INDICES DOES NOT GUARANTEE
THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING
BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW
JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW
JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY HSBC, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER
SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING,
BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF
SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS
OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND HSBC, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
Events of Default and Acceleration
If the Notes have become
immediately due and payable following an event of default (as defined in the accompanying prospectus) with respect to the Notes,
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 that case, the five business days preceding the date of
acceleration will be used as the Ending Averaging Dates for purposes of determining the accelerated Reference Return (including
the Final Level). The accelerated Maturity Date will be the third business day following the postponed accelerated Final Valuation
Date.
If the Notes have become immediately due and payable following
an event of default, you will not be entitled to any additional payments with respect to the Notes. For more information, see “Description
of Debt Securities — Senior Debt Securities — Events of Default” in the accompanying prospectus.
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 Notes from HSBC for distribution to J.P. Morgan Securities LLC and certain
of its registered broker-dealer affiliates, acting as placement agent, at the price indicated on the cover of the pricing supplement,
the document that will be filed pursuant to Rule 424(b)(2) containing the final pricing terms of the Notes. The placement agents
for the Notes will receive a fee that will not exceed $30 per $1,000 Principal Amount of Notes. Certain fiduciary accounts purchasing
the Notes will pay a purchase price of $970 per Note, and the placement agents with respect to sales made to such accounts will
forgo any fees.
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 Notes, but is under no obligation to make a market in the Notes and may discontinue any market-making
activities at any time without notice.
See “Supplemental Plan of Distribution (Conflicts of
Interest)” on page S-49 in the prospectus supplement.
Francescas (NASDAQ:FRAN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Francescas (NASDAQ:FRAN)
Historical Stock Chart
From Jul 2023 to Jul 2024