Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-202524
August 4, 2015
Pricing Term Sheet
August 4, 2015
$850,000,000 2.000% Notes due 2018
$1,600,000,000 2.750% Notes due 2020
| Final Term Sheet: | ||
|
Issuer: |
HSBC USA Inc. | |
| Sole Bookrunner: | HSBC Securities (USA) Inc. | |
| Structure: |
3-year Senior Notes due 2018 (the “2018 Notes”) 5-year Senior Notes due 2020 (the “2020 Notes”) | |
| Ratings:* | A2 /A (stable/ stable) (Moody’s/S&P) | |
| Pricing Date: | August 4, 2015 | |
| Settlement Date: | August 7, 2015 (T+3) | |
| Use of Proceeds: | General corporate purposes, which may include investments in and advances to our affiliates or subsidiaries, including HSBC Bank USA, National Association. | |
| Maturity Date: |
2018 Notes: August 7, 2018 2020 Notes: August 7, 2020 | |
| Form of Note: | Senior Notes | |
| Form of Offering: | SEC Registered | |
| CUSIP / ISIN: |
2018 Notes: 40428H PU0 / US40428HPU04 2020 Notes: 40428H PV8 / US40428HPV86 | |
| Co-Managers: |
Academy Securities, Inc. BBVA Securities Inc. BMO Capital Markets Corp. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Danske Markets Inc Deutsche Bank Securities Inc. Emirates NBD Capital Limited | |
| Transaction Details: | ||
| Principal Amount: |
2018 Notes: $850,000,000 2020 Notes: $1,600,000,000 |
| Benchmark Treasury: |
2018 Notes: UST 0.875% due July 15, 2018 2020 Notes: UST 1.625% due July 31, 2020 |
| Treasury Yield: |
2018 Notes: 1.059% 2020 Notes: 1.599% |
| Treasury Price: |
2018 Notes: 99-15 2020 Notes: 100-04 |
| Re-offer Spread: |
2018 Notes: UST + 100 basis points 2020 Notes: UST + 117 basis points |
| Coupon: |
2018 Notes: 2.000% 2020 Notes: 2.750% |
| Re-offer Yield: |
2018 Notes: 2.059% 2020 Notes: 2.769% |
| Issue Price: |
2018 Notes: 99.829% 2020 Notes: 99.912% |
| Gross Fees: |
2018 Notes: 0.250% 2020 Notes: 0.325% |
| Net Price: |
2018 Notes: 99.579% 2020 Notes: 99.587% |
| Net Proceeds to Issuer: |
2018 Notes: $846,421,500 2020 Notes: $1,593,392,000 |
| Interest Payment Dates: | Semi-annual on each February 7 and August 7, commencing February 7, 2016 |
| Call Features: | NCL |
| Day Count Convention: | 30/360 |
| Minimum Denominations: | $100,000 and integral multiples of $1,000 thereafter |
| Principal Paying Agent: | HSBC Bank USA, N.A. |
$250,000,000 Floating Notes due 2018
| Final Term Sheet: | |
| Issuer: | HSBC USA Inc. |
| Sole Bookrunner: | HSBC Securities (USA) Inc. |
| Structure: | 3-year Floating Rate Notes due 2018 (the “Floating Rate Notes” and, together with the 2018 Notes and the 2020 Notes, the “Senior Notes”) |
| Ratings:* | A2 /A (stable/ stable) |
| Pricing Date: | August 4, 2015 |
| Settlement Date: | August 7, 2015 (T+3) |
| Use of Proceeds: | General corporate purposes, which may include investments in and advances to our affiliates or subsidiaries, including HSBC Bank USA, National Association. |
| Maturity Date: | August 7, 2018 |
| Form of Note: | Floating Rate Notes |
| Form of Offering: | SEC Registered |
| CUSIP / ISIN: | 40428H PW6 / US40428HPW69 |
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| Co-Managers: |
Academy Securities, Inc. BBVA Securities Inc. BMO Capital Markets Corp. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Danske Markets Inc Deutsche Bank Securities Inc. Emirates NBD Capital Limited |
| Transaction Details: | |
| Principal Amount: | $250,000,000 |
| Coupon: | Three-month USD LIBOR plus 77 basis points |
| Issue Price: | 100.000% |
| Gross Fees: | 0.250% |
| Net Price: | 99.750% |
| Net Proceeds to Issuer: | $249,375,000 |
| Interest Payment Dates: | Quarterly on the 7th of each of February, May, August and November, commencing November 7, 2015 |
| Call Features: | NCL |
| Day Count: | Actual/360 |
| Day Count Convention: | Modified Following, Adjusted |
| Payment Days: | New York & London |
| Interest Determination Date: | Two London Business Days. The initial interest rate will be the three-month USD LIBOR plus 77 basis points as determined on August 5, 2015. |
| Minimum Denominations: | $100,000 and integral multiples of $1,000 thereafter |
| Principal Paying Agent: | HSBC Bank USA, N.A. |
*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
It is expected that delivery of the Senior Notes will be made against payment therefor on or about August 7, 2015, which will be the third business day following the date of pricing of the Senior Notes.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement, the prospectus in the registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling HSBC Securities (USA) Inc. toll-free at 1-866-811-8049.
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