0001047469-11-007869.txt : 20111103 0001047469-11-007869.hdr.sgml : 20111103 20110907173321 ACCESSION NUMBER: 0001047469-11-007869 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSBC Finance Corp CENTRAL INDEX KEY: 0000354964 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 861052062 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 224-544-2000 STREET 2: 26525 N. RIVERWOODS BLVD. CITY: METTAWA STATE: IL ZIP: 60045 BUSINESS PHONE: 224-544-2000 MAIL ADDRESS: STREET 1: 26525 N. RIVERWOODS BLVD. CITY: METTAWA STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: HSBC Finance CORP DATE OF NAME CHANGE: 20041215 FORMER COMPANY: FORMER CONFORMED NAME: HOUSEHOLD INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.htm

 

HSBC FINANCE CORPORATION

26525 North Riverwoods Boulevard

Mettawa, Illinois 60045

(224) 544-2000

 

September 7, 2011

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance
100 F Street, N.E.

Washington, D.C.  20549

 

Re:

HSBC Finance Corporation

 

Registration Statement on Form S-4 (SEC File No. 333-174628),

 

Filed on June 1, 2011

 

Ladies and Gentlemen:

 

In connection with the Registration Statement on Form S-4 (the “Registration Statement”) of HSBC Finance Corporation (the “Company” or “Registrant”), relating to the Company’s offer to exchange (the “Exchange Offer”) registered 6.676% Senior Subordinated Notes due 2021 (“New Notes”) for any and all of the Company’s outstanding, unregistered 6.676% Senior Subordinated Notes due 2021 (“Old Notes”), the Registrant hereby makes the following representations:

 

(1)           The Registrant is registering the New Notes and making the Exchange Offer in reliance on the position of the staff of the United States Securities and Exchange Commission (the “Commission”) enunciated in the Exxon Capital Holdings Corporation (available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Incorporated (available June 5, 1991) (the “Morgan Stanley Letter”) as interpreted in the Commission’s letter to Shearman & Sterling (available July 2, 1993) (the “Shearman & Sterling Letter” and, collectively, with the Exxon Capital Letter and the Morgan Stanley Letter, the “Letters”) no-action letters;

 

(2)           The Registrant has not entered into any arrangement or understanding with any person to distribute the New Notes and, to the best of the Registrant’s knowledge and belief without independent investigation, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of New Notes.  In this regard, the Registrant will disclose to each person participating in the Exchange Offer (through the Exchange Offer prospectus) that if such person is participating in the Exchange Offer for the purpose of distributing the New Notes, such person (i) cannot rely on the staff position enunciated in the Exxon Capital Letter or interpretive letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction.  The Registrant acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

 


 

(3)           No broker-dealer who participates in the Exchange Offer with respect to Old Notes acquired for its own account as a result of market making or other trading activities has entered into any arrangement or understanding with the Registrant or an affiliate of the Registrant to distribute the New Notes. The Registrant will disclose to each person participating in the Exchange Offer (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes as a result of market making or other trading activities and who receives New Notes for its own account pursuant to the Exchange Offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those New Notes. The Registrant will also include in the letter of transmittal to be executed by each holder participating in the Exchange Offer that each broker-dealer who holds Old Notes as a result of market making or other trading activities and who receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those New Notes and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 

 

Very truly yours,

 

 

 

 

 

HSBC Finance Corporation

 

 

 

 

 

By:

/s/ Mike A. Reeves

 

Name:

Mike A. Reeves

 

Title:

Executive Vice President and Chief Financial Officer

 

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