Tender offer 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 Notes due 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)
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”), HSBC Finance Corporation (“HSBC Finance”) hereby
announces its 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”). The Offers are being
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.
The Offers will expire at 5:00 p.m., New York City time, on
January 16, 2018, unless extended or earlier terminated (such time
and date, as the same may be extended, the “Expiration Time”).
Holders of Notes must validly tender and not validly withdraw their
Notes before the Expiration Time to receive the Total Consideration
(as defined below). Notes validly tendered may be withdrawn at any
time prior to the Expiration Time, but not thereafter.
Unless the Offers are extended, reopened or earlier terminated,
payment of the Total Consideration to Holders of Notes that are
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 tender and do not validly
withdraw their Notes and whose Notes are 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 will be 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 (subject to certain
exceptions set forth in the Offer to Purchase, such time and date,
as the same may be extended, 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 of Security CUSIP/ISIN
OutstandingPrincipalAmount
Issuer
ReferenceBenchmarkSecurity
FixedSpread(basispoints)
BloombergReferencePage
Hypothetical
TotalConsideration(1)(2)
Fixed Price(1)
6.25% Notesdue 2019
ISIN:XS0100863298Common Code:10086329
£125,000,000
HSBCFinanceCorporation
-- -- -- -- £1,090.37
6.676%SeniorSubordinatedNotes dueJanuary
15,2021
Registered Notes:CUSIP: 40429CGD8ISIN:
US40429CGD83
Rule 144A Notes:CUSIP: 40429CGB2ISIN:
US40429CGB28
Regulation S Notes:CUSIP: U4428DCD4ISIN:
USU4428DCD40
US$1,103,669,000
HSBCFinanceCorporation
1.875% USTreasury dueDecember 15, 2020
20 PX1 $1,127.21 --
7.190% Notesdue August18, 2023
CUSIP: 08172LU63
ISIN: US08172LU632
US$5,000,000
BeneficialCompanyLLC
-- -- -- -- $1,241.71
7.160% NotesdueSeptember 1,2023
CUSIP: 08172LV54
ISIN: US08172LV549
US$5,000,000
BeneficialCompanyLLC
-- -- -- -- $1,241.61
7.625% Notesdue May 17,2032
CUSIP: 441812JZ8
ISIN: US441812JZ87
US$96,875,000
HSBCFinanceCorporation
2.25% USTreasury dueNovember 15, 2027
195 PX1 $1,338.96 --
7.35% NotesdueNovember 27,2032
CUSIP: 441812KB9
ISIN: US441812KB90
US$27,262,000
HSBCFinanceCorporation
2.25% USTreasury dueNovember 15, 2027
155 PX1 $1,371.32 --
(1) Per each U.S.$1,000 or £1,000, as applicable, principal
amount of Notes accepted for purchase.
(2) The Hypothetical Total Consideration is based on the Fixed
Spread added to the Reference Yield as of 10:00 a.m., New York City
time, on January 5, 2018. The information provided in the above
table is for illustrative purposes only. HSBC Finance does not make
any representation with respect to the actual consideration that
may be paid, and such amounts may be greater or less than those
shown in the above table depending on the Reference Yield as of the
Price Determination Time. The actual Total Consideration will be
based on the Fixed Spread added to the Reference Yield as of the
Price Determination Time. The hypothetical Total Consideration
excludes accrued and unpaid interest.
The obligation of HSBC Finance to accept for payment and to pay
the Total Consideration for, and accrued and unpaid interest on,
Notes validly tendered and not validly withdrawn pursuant to the
applicable Offers are subject to, and conditioned upon, the
satisfaction or waiver of the conditions described under the
heading “Conditions to the Offers” in the Offer to Purchase.
Global Bondholder Services Corporation is acting as the
depositary and as the information agent for the Offers. HSBC
Securities (USA) Inc. is acting 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. The
Offer Documents will be available online at
http://www.gbsc-usa.com/HSBC/ until the Expiration Date or earlier
termination of the Offers.
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 are being made pursuant to
the Offer Documents, which HSBC Finance is distributing to Holders
of Notes. The Offers are 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.
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/20180108006092/en/
Media enquiries to:HSBC FinanceRob Sherman, +1
212-525-6901robert.a.sherman@us.hsbc.com
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