5.875% Subordinated Notes due November 1,
2034 (CUSIP: 4042Q1AA5; ISIN: US4042Q1AA55); and
5.625% Subordinated Notes due August 15,
2035 (CUSIP: 4042Q1AB3; ISIN: US4042Q1AB39)
HSBC Bank USA, National Association (the “Bank”) 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 its outstanding 5.875% Subordinated Notes
due November 1, 2034 (CUSIP: 4042Q1AA5; ISIN: US4042Q1AA55) (the
“2034 Notes”) and 5.625% Subordinated Notes due August 15, 2035
(CUSIP: 4042Q1AB3 ISIN: US4042Q1AB39) (the “2035 Notes” and,
together with the 2034 Notes, the “Notes”) upon the terms and
subject to the conditions set forth in the Offer to Purchase dated
November 5, 2019 (as it may be amended or supplemented from time to
time, the “Offer to Purchase”) and in the related Letter of
Transmittal dated November 5, 2019 (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 November 12,
2019 (such time and date, the “Expiration Time”) and were made to
all registered holders of each series of Notes (each, a “Holder”
and collectively, the “Holders”). Capitalized terms used herein and
not defined herein shall have the meanings ascribed to them in the
Offer to Purchase.
Approximately $1,009 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
5.875% Subordinated Notes due
2034
CUSIP: 4042Q1AA5
ISIN: US4042Q1AA55
US $641,934,000(1)
64.19%
5.625% Subordinated Notes due
2035
CUSIP: 4042Q1AB3
ISIN: US4042Q1AB39
US $366,647,000
48.89%
(1) Does not include $650,000 aggregate principal amount of 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 November 14, 2019.
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 November 15, 2019
(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 November 15, 2019
(the “Guaranteed Delivery Settlement Date”; each of the Guaranteed
Delivery Settlement Date and the Notes Settlement Date, a
“Settlement Date”). 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, and including,
the last interest payment date on such Notes up to, but excluding,
the Notes Settlement Date.
The “Total Consideration” for each $1,000 principal amount of
the 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 on the
front cover of the Offer to Purchase for such series of the Notes
(the “Fixed Spread”) over the yield (the “Reference Yield”) based
on the bid side price of the U.S. Treasury Security specified on
the front cover of the Offer to Purchase for such series of the
Notes (the “Reference Benchmark Security”), as calculated by HSBC
Securities (USA) Inc. (the “Dealer Manager”) at 10:00 a.m., New
York City time, on November 12, 2019 (such time and date, the
“Price Determination Time”).
The following table summarizes the material pricing terms for
the Offers:
Title of Security
CUSIP/ISIN
Outstanding Principal
Amount
Reference Benchmark
Security
Fixed Spread (basis
points)
Bloomberg Reference
Page
Total Consideration
(1)(2)
5.875% Subordinated Notes due
2034
CUSIP: 4042Q1AA5 ISIN:
US4042Q1AA55
U.S. $1,000,000,000
1.625% US Treasury Notes Due
August 15, 2029
130
PX1
U.S. $1,310.03
5.625% Subordinated Notes due 2035
CUSIP: 4042Q1AB3 ISIN:
US4042Q1AB39
U.S. $750,000,000
2.875% US Treasury Notes Due May
15, 2049
105
PX1
U.S. $1,260.71
(1) Per each U.S.$1,000 principal amount
of Notes accepted for purchase, excluding accrued and unpaid
interest.
(2) The Total Consideration is based on
the applicable Fixed Spread added to the applicable 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 the Bank 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 Bank USA, National Association (HSBC Bank USA,
N.A.) serves customers through retail banking and wealth
management, commercial banking, private banking, and global banking
and markets segments. It operates bank branches in: California;
Connecticut; Washington, D.C.; Florida; Maryland; New Jersey; New
York; Pennsylvania; Virginia; and Washington. HSBC Bank USA, N.A.
is the principal subsidiary of HSBC USA Inc., a wholly-owned
subsidiary of HSBC North America Holdings Inc. HSBC Bank USA, N.A.
is a Member of FDIC. Investment and brokerage services are provided
through HSBC Securities (USA) Inc., (Member NYSE/FINRA/SIPC) and
insurance products are provided through HSBC Insurance Agency (USA)
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 (the “SEC”). 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 USA Inc.’s
filings with the SEC, including without limitation the “Risk
Factors” section of HSBC USA Inc.’s 2018 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: https://www.businesswire.com/news/home/20191113005222/en/
Media enquiries to: Rob Sherman (212) 525-6901
robert.a.sherman@us.hsbc.com US Head of Media Relations HSBC
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