Filed Pursuant to Rule 424(b)(5)
Registration No. 333-253632
PROSPECTUS SUPPLEMENT
(To prospectus dated February 26, 2021)
HSBC Holdings plc
$2,250,000,000 5.210% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028
$2,500,000,000 5.402% Fixed Rate/Floating Rate Senior Unsecured Notes due 2033
We are offering $2,250,000,000 principal amount of 5.210% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028 (the 2028
Fixed/Floating Rate Notes), and $2,500,000,000 principal amount of 5.402% Fixed Rate/Floating Rate Senior Unsecured Notes due 2033 (the 2033 Fixed/Floating Rate Notes). The Notes (as defined below) 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 a twenty-sixth supplemental indenture, which is expected to be entered into on August 11, 2022
(the Base Indenture, together with the twenty-sixth supplemental indenture, the Indenture). The Notes means either the 2028 Fixed/Floating Rate Notes or the 2033 Fixed/Floating Rate Notes, as applicable.
From (and including) August 11, 2022 (the Issue Date) to (but excluding) August 11, 2027 we will pay interest semi-annually in
arrear on the 2028 Fixed/Floating Rate Notes on February 11 and August 11 of each year, beginning on February 11, 2023, at a rate of 5.210% per annum. Thereafter, we will pay interest quarterly in arrear on the 2028 Fixed/Floating Rate Notes on
November 11, 2027, February 11, 2028, May 11, 2028 and August 11, 2028 at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each 2028 Fixed/Floating Rate Notes Floating
Rate Interest Period, plus 2.610% per annum. The 2028 Fixed/Floating Rate Notes will mature on August 11, 2028.
From (and including) the
Issue Date to (but excluding), August 11, 2032 we will pay interest semi-annually in arrear on the 2033 Fixed/Floating Rate Notes on February 11 and August 11 of each year, beginning on February 11, 2023, at a rate of 5.402% per annum. Thereafter,
we will pay interest quarterly in arrear on the 2033 Fixed/Floating Rate Notes on November 11, 2032, February 11, 2033, May 11, 2033 and August 11, 2033 at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined
herein and compounding daily over each 2033 Fixed/Floating Rate Notes Floating Rate Interest Period, plus 2.870% per annum. The 2033 Fixed/Floating Rate Notes will mature on August 11, 2033.
We may, in our sole discretion, redeem the 2028 Fixed/Floating Rate Notes (a) during the 2028 Fixed/Floating Rate Notes 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 2028 Fixed/Floating Rate Notes to be redeemed to (but excluding) the applicable redemption date) or
(b) subsequently, pursuant to a 2028 Fixed/Floating Rate Notes Par Redemption (as defined herein), in whole but not in part, on August 11, 2027 (the 2028 Fixed/Floating Rate Notes Par Redemption Date) at a redemption price equal to
100% of their principal amount plus any accrued and unpaid interest to (but excluding) the 2028 Fixed/Floating Rate Notes Par Redemption Date, in each case on the terms and subject to the provisions set forth under Description of the
NotesRedemption. The 2028 Fixed/Floating Rate Notes Make-Whole Redemption Period means the period beginning on (and including) February 11, 2023 (six months following the Issue Date) to (but excluding) the 2028 Fixed/Floating
Rate Notes Par Redemption Date; provided that if any additional notes of the same series are issued after the Issue Date, the 2028 Fixed/Floating Rate Notes 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, in our sole discretion, redeem the 2033 Fixed/Floating
Rate Notes (a) during the 2033 Fixed/Floating Rate Notes 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 2033 Fixed/Floating Rate Notes to be
redeemed to (but excluding) the applicable redemption date) or (b) subsequently, pursuant to a 2033 Fixed/Floating Rate Notes Par Redemption (as defined herein), in whole but not in part, on August 11, 2032 (the 2033 Fixed/Floating Rate
Notes Par Redemption Date) at a redemption price equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the 2033 Fixed/Floating Rate Notes Par Redemption Date, in each case on the terms and subject to
the provisions set forth under Description of the NotesRedemption. The 2033 Fixed/Floating Rate Notes Make-Whole Redemption Period means the period beginning on (and including) February 11, 2023 (six months
following the Issue Date) to (but excluding) the 2033 Fixed/Floating Rate Notes Par Redemption Date; provided that if any additional notes of the same series are issued after the Issue Date, the 2033 Fixed/Floating Rate Notes 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 a Loss Absorption Disqualification Event, on the terms and subject
to the provisions set forth under Description of the NotesRedemption.
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. Any redemption of the Notes is subject to the restrictions described in this prospectus supplement under
Description of the NotesRedemption.
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-23. 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 2028 Fixed/Floating Rate Note |
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Total |
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Per 2033 Fixed/Floating Rate Note |
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Total |
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Public Offering Price(1) |
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100% |
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$ |
2,250,000,000 |
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100% |
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$ |
2,500,000,000 |
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Underwriting Discount |
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0.300% |
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$ |
6,750,000 |
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0.400% |
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$ |
10,000,000 |
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Proceeds to us (before expenses) |
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99.700% |
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$ |
2,243,250,000 |
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99.600% |
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$ |
2,490,000,000 |
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(1) |
Plus accrued interest, if any, from the Issue Date. |
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 August 11, 2022.
Sole Book-Running Manager
HSBC
The date of this
prospectus supplement is August 4, 2022.