8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2018

__________________________________

Commission File Number 001-08198

HSBC FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	86-1052062
(State of incorporation)	(I.R.S. Employer Identification No.)
1421 West Shure Drive, Suite 100, Arlington Heights, Illinois	60004
(Address of principal executive offices)	(Zip Code)

(224) 880-7000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 406 of the Securities Act of 1933 (17 CFR 230.405 or Rule 12b-2 of the Securities Exchange act of 1934 (17 CFR 240.12b-2.

Emerging growth company ¨

If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

HSBC Finance Corporation

Item 8.01. Other Events.

This filing contains inside information for the purposes of Article 7 of Regulation (EU) No. 596/2014, and constitutes "regulated information" for the purposes of Article 2(1)(k) of Directive 2004/109/EC, as amended.

On January 8, 2018, HSBC Finance Corporation ("HSBC Finance") announced that it has commenced tender offers (the "Offers") to purchase for cash any or all of the $1.4 billion aggregate outstanding principal balance of various long-term debt issuances (the "Notes") as described in the table below which were issued by either HSBC Finance or Beneficial Company LLC:

Long-term Debt Issuance	Outstanding Principal Balance
	(in millions)
6.250 percent Senior Notes due 2019	$	169
6.676 percent Senior Subordinated Notes due January 15, 2021	1,104
7.190 percent Senior Notes due August 18, 2023	5
7.160 percent Senior Notes due September 1, 2023	5
7.625 percent Senior Notes due May 17, 2032	97
7.350 percent Senior Notes due November 27, 2032	27
Total	$	1,407

As a result of the Offers, HSBC Finance expects to record a one-time charge reflecting a loss on early extinguishment of debt. The actual charge recorded will depend upon the aggregate principal amount of the Notes purchased in the Offers and final pricing of the Offers. However, assuming that 50 percent of the aggregate outstanding principal balance of each series of Notes are purchased by HSBC Finance in the Offers, the charge is currently estimated to be approximately $100 million, which HSBC Finance would record during the first quarter of 2018.

HSBC Finance previously disclosed in its 2016 Form 10-K that any reduction in the corporate tax rate would result in a decrease in the carrying value of HSBC Finance’s net deferred tax asset, and a reduction to its net income and total equity during the period in which any tax rate change is enacted. On December 22, 2017, new U.S. tax legislation (“Tax Legislation”) was enacted, which reduced the federal corporate income tax rate from 35 percent to 21 percent, effective January 1, 2018. HSBC Finance currently estimates that net income for the quarter ending December 31, 2017 will include a reduction of approximately $700 million, with a corresponding reduction in total equity, as a result of the federal corporate tax rate change primarily due to a lower carrying value of its net deferred tax asset.

The Tax Legislation also contained other provisions, such as the base erosion and anti-abuse tax (“BEAT”), which may have a material impact on the value of HSBC Finance’s net deferred tax asset. The comprehensive impact of the BEAT on HSBC Finance is not yet clear, and will depend on future tax regulatory guidance, actions HSBC Finance or its affiliates may take as a result of the Tax Legislation and future earnings of other subsidiaries of HSBC North America Holdings Inc. ("HNAH"), as HSBC Finance is part of the HNAH consolidated Federal income tax return.

Consistent with its announced strategy to run-off and sell its real estate secured receivable portfolio and to wind down the portion of its business related thereto, HSBC Finance has reduced its portfolio balance to zero as of December 31, 2017. HSBC Finance intends to file a Form 15 to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including with respect to periodic reports. Once HSBC Finance is no longer a reporting company under the Exchange Act, holders of the Notes will have access to limited or no future information about HSBC Finance. In addition, HSBC Finance currently intends to apply to have the Notes that are listed on the Luxembourg Stock Exchange delisted from the Luxembourg Stock Exchange and expects to review rating agency coverage and may reduce or eliminate coverage in the future.

A copy of the press release announcing the commencement of the Offers is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	January 8, 2018 Press Release

HSBC Finance Corporation

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    January 8, 2018

HSBC FINANCE CORPORATION
By:	/s/ MICHAEL A. REEVES
	Michael A. Reeves
	Executive Vice President and
	Chief Financial Officer

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EX-99.1

HSBC Finance Corporation

EXHIBIT 99.1

January 8, 2018

HSBC Finance Corporation Offers to Purchase for Cash

Approximately $1.4 Billion in Outstanding Notes

Tender offer for any and all of the outstanding

Ÿ6.25% Notes due 2019 issued by HSBC Finance Corporation

(ISIN: XS0100863298; Common Code: 10086329);

Ÿ6.676% Senior Subordinated Notes

due January 15, 2021 issued by HSBC Finance Corporation

(CUSIP: 40429CGD8, 40429CGB2 and U4428DCD4;

ISIN: US40429CGD83, US40429CGB28 and USU4428DCD40);

Ÿ7.190% Notes due August 18, 2023 issued by Beneficial Company LLC

(CUSIP: 08172LU63; ISIN: US08172LU632);

Ÿ7.160% Notes due September 1, 2023 issued by Beneficial Company LLC

(CUSIP: 08172LV54; ISIN: US08172LV549);

Ÿ7.625% Notes due May 17, 2032 issued by HSBC Finance Corporation

(CUSIP: 441812JZ8; ISIN: US441812JZ87); and

Ÿ7.35% Notes due November 27, 2032 issued by HSBC Finance Corporation

(CUSIP: 441812KB9; ISIN: US441812KB90)

New York, NY -- 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

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HSBC Finance Corporation

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 Price Notes
Title of Security	CUSIP/ISIN	Outstanding Principal Amount	Issuer	Reference Benchmark Security	Fixed Spread (basis points)	Bloomberg Reference Page	Hypothetical Total Consideration(1)(2)	Fixed Price(1)
6.25% Notes due 2019	ISIN: XS0100863298 Common Code: 10086329	£125,000,000	HSBC Finance Corporation	--	--	--	--	£1,090.37
6.676% Senior Subordinated Notes due January 15, 2021	Registered Notes: CUSIP: 40429CGD8 ISIN: US40429CGD83 Rule 144A Notes: CUSIP: 40429CGB2 ISIN: US40429CGB28 Regulation S Notes: CUSIP: U4428DCD4 ISIN: USU4428DCD40	US$1,103,669,000	HSBC Finance Corporation	1.875% US Treasury due December 15, 2020	20	PX1	$1,127.21	--
7.190% Notes due August 18, 2023	CUSIP: 08172LU63 ISIN: US08172LU632	US$5,000,000	Beneficial Company LLC	--	--	--	--	$1,241.71
7.160% Notes due September 1, 2023	CUSIP: 08172LV54 ISIN: US08172LV549	US$5,000,000	Beneficial Company LLC	--	--	--	--	$1,241.61
7.625% Notes due May 17, 2032	CUSIP: 441812JZ8 ISIN: US441812JZ87	US$96,875,000	HSBC Finance Corporation	2.25% US Treasury due November 15, 2027	195	PX1	$1,338.96	--
7.35% Notes due November 27, 2032	CUSIP: 441812KB9 ISIN: US441812KB90	US$27,262,000	HSBC Finance Corporation	2.25% US Treasury due November 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.

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HSBC Finance Corporation

Media enquiries to:

Rob Sherman

+1 212 525 6901

robert.a.sherman@us.hsbc.com

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.

ends/all

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