SUBJECT TO COMPLETION DATED
SEPTEMBER 15, 2020
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-223191
PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated February 23, 2018)
HSBC Holdings plc
$ % Fixed Rate/Floating Rate Senior Unsecured Notes due
We are offering $ principal amount of % Fixed Rate/Floating Rate Senior Unsecured Notes due
(the Notes). The Notes will be issued pursuant to the indenture dated as of August 26, 2009 (as amended or supplemented from time to
time, the Base Indenture), as amended and supplemented by an eighteenth supplemental indenture, which is expected to be entered into on September , 2020 (the Base Indenture, together with the eighteenth
supplemental indenture, the Indenture).
From (and including) September , 2020 (the Issue
Date) to (but excluding) , we will pay interest semi-annually in arrear on the Notes on
and of each year, beginning
on , at a rate of % per annum.
Thereafter, we will pay interest quarterly in arrear on the Notes on ,
, ,
, ,
and ,
at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each Floating Rate
Interest Period, plus % per annum. The Notes will mature
on , .
We may, in our sole discretion, redeem the Notes (a) during the Make-Whole Redemption Period (as defined below), in whole at any time during
such period or in part from time to time during such period, at a redemption price equal to the greater of (i) 100% of their principal amount or (ii) a make-whole price calculated as set forth under Description of the
NotesRedemption (in each case plus any accrued and unpaid interest on the Notes to be redeemed to (but excluding) the applicable redemption date) or (b) subsequently, pursuant to a Par Redemption (as defined below), in whole
but not in part, on , (the Par Redemption
Date) at a redemption price equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the Par Redemption Date, in each case on the terms and subject to the provisions set forth under Description
of the NotesRedemption. The Make-Whole Redemption Period means the period beginning on (and including) ,
2021 (six months following the Issue Date) to (but excluding) the Par Redemption Date; provided that if any additional notes of the same
series are issued after the Issue Date, the Make-Whole Redemption Period for such additional notes shall begin on (and include) the date that is six months following the issue date for such additional notes.
We may also, in our sole discretion, redeem the Notes upon the occurrence of certain tax events as described in this prospectus supplement and
the accompanying prospectus.
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial
owner) will acknowledge, accept, consent and agree, notwithstanding any other term of the Notes, the Indenture or any other agreements, arrangements or understandings between us and any noteholder, to be bound by (a) the effect of the exercise
of any UK bail-in power (as defined herein) by the relevant UK resolution authority (as defined herein); and (b) the variation of the terms of the Notes or the Indenture, if necessary, to give effect to
the exercise of any UK bail-in power by the relevant UK resolution authority. No repayment or payment of Amounts Due will become due and payable or be paid after the exercise of any UK bail-in power by the relevant UK resolution authority if and to the extent such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise. For these purposes, Amounts
Due are the principal amount of, and any accrued but unpaid interest, including any Additional Amounts, on, the Notes. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the
exercise of any UK bail-in power by the relevant UK resolution authority. See Description of the NotesAgreement with Respect to the Exercise of UK
Bail-in Power. Moreover, each noteholder (which, for these purposes, includes each beneficial owner) will consent to the exercise of any UK bail-in
power as it may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Notes.
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept,
consent and agree to be bound by our or our designees determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment, and any Benchmark Replacement Conforming
Changes, including as may occur without any prior notice from us and without the need for us to obtain any further consent from such noteholder.
The remedies under the Notes are more limited than those that may be available to some of our other unsubordinated creditors. There is no
right of acceleration in the case of non-payment of principal and/or interest on the Notes or of our failure to perform any of our obligations under or in respect of the Notes. Payment of the principal amount
of the Notes may be accelerated only upon certain events of a winding-up, as described under Description of the NotesEvents of Default and Defaults.
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner), to the extent permitted by
the Trust Indenture Act of 1939, as amended, will waive any and all claims, in law and/or in equity, against The Bank of New York Mellon, London Branch, as trustee, for, agree not to initiate a suit against the trustee in respect of, and agree that
the trustee will not be liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of (i) the UK bail-in power by the relevant UK resolution
authority with respect to the Notes or (ii) the limited remedies available under the Indenture and the Notes for a non-payment of principal and/or interest on the Notes.
Application will be made to list the Notes on the New York Stock Exchange. Trading on the New York Stock Exchange is expected to begin within
30 days of the initial delivery of the Notes.
The Notes are not deposit liabilities of HSBC Holdings plc and are not covered by the
United Kingdom Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United Kingdom, the United States or any other jurisdiction.
Investing in the Notes involves certain risks. See Risk Factors beginning
on Page S-19.
Unless otherwise defined, terms that are defined in Description of the
Notes beginning on page S-39 have the same meaning when used on this cover page.
Neither the
Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a
criminal offense.
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Per Note
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Total
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Public Offering Price(1)
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%
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$
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Underwriting Discount
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%
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$
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Proceeds to us (before expenses)
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%
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$
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(1)
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Plus accrued interest, if any, from the Issue Date.
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We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Notes. In addition, HSBC Securities (USA)
Inc. or another of our affiliates may use this prospectus supplement and the accompanying prospectus in a market-making transaction in any of the Notes after their initial sale. In connection with any use of this prospectus supplement and the
accompanying prospectus by HSBC Securities (USA) Inc. or another of our affiliates, unless we or our agent informs the purchaser otherwise in the confirmation of sale, you may assume this prospectus supplement and the accompanying prospectus are
being used in a market-making transaction.
The underwriters expect to deliver the Notes to purchasers in book-entry form only through the
facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV on or about
September , 2020.
Sole Book-Running
Manager
HSBC
The date of this prospectus supplement is September , 2020.