FWP 1 tm203413d22_fwp.htm FREE WRITING PROSPECTUS

 

Filed Pursuant to Rule 433

Registration No. 333-223208

FREE WRITING PROSPECTUS

Dated January 21, 2020

(To Prospectus dated February 26, 2018,

Prospectus Supplement dated February 26, 2018 and

ETF Underlying Supplement dated February 26, 2018)

 

HSBC USA Inc.
Buffered Autocallable Yield

Notes

 

4Buffered Autocallable Yield Notes Linked to the Worst of the iShares® MSCI Emerging Markets ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF
4Three-year term
4Callable quarterly at the applicable call premium (equivalent to 16.50% per annum) on or after August 3, 2020 if the value of each underlying is at or above 95% of its initial value
4If the notes are not called, 1x exposure to any decrease in the value of the least performing underlying beyond -20%
4All payments on the notes are subject to the credit risk of HSBC USA Inc.

 

The Buffered Autocallable Yield Notes (each a “Note” and collectively the “Notes”) offered hereunder will not be listed on any U.S. securities exchange or automated quotation system. The Notes will not bear interest.

 

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notes or passed upon the accuracy or the adequacy of this document, the accompanying prospectus, prospectus supplement or ETF Underlying Supplement. Any representation to the contrary is a criminal offense.

 

We have appointed HSBC Securities (USA) Inc., an affiliate of ours, as the agent for the sale of the Notes. HSBC Securities (USA) Inc. will purchase the Notes from us for distribution to other registered broker-dealers or will offer the Notes directly to investors. HSBC Securities (USA) Inc. or another of its affiliates or agents may use the pricing supplement to which this free writing prospectus relates in market-making transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, the pricing supplement to which this free writing prospectus relates is being used in a market-making transaction. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page FWP-17 of this free writing prospectus.

 

Investment in the Notes involves certain risks. You should refer to “Risk Factors” beginning on page FWP-8 of this document, page S-1 of the accompanying prospectus supplement and page S-1 of the accompanying ETF Underlying Supplement.

 

The Estimated Initial Value of the Notes on the Pricing Date is expected to be between $931.40 and $971.40 per Note, which will be less than the price to public. The market value of the Notes at any time will reflect many factors and cannot be predicted with accuracy. See “Estimated Initial Value” on page FWP-5 and “Risk Factors” beginning on page FWP-8 of this document for additional information.

 

  Price to Public Underwriting Discount1 Proceeds to Issuer
Per Note $1,000 $5 $995
Total      

 

1HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 0.45% per $1,000 Principal Amount of Notes in connection with the distribution of the Notes to other registered broker-dealers. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page FWP-17 of this free writing prospectus.

 

The Notes: 

Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value

 

 

 

 

 

HSBC USA Inc.

 

Buffered Autocallable Yield Notes

Linked to the Worst of the iShares® MSCI Emerging Markets ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

 

Indicative Terms*

 

Principal Amount $1,000 per Note
Term 3 years
Reference Asset The iShares® MSCI Emerging Markets ETF (Ticker: “EEM”) and the SPDR® S&P® Oil & Gas Exploration & Production ETF (Ticker: “XOP”) (each an “Underlying” and together the “Underlyings”).
Call Feature The Notes will be automatically called if the Official Closing Price of each Underlying is at or above 95% of its Initial Value on any quarter Call Observation Date. In such a case, you will receive a cash payment, per $1,000 Principal Amount, equal to the applicable Call Price, reflecting a return equal to the applicable Call Premium.
Call Premiums At least 4.125% (equivalent to at least 16.50% per annum (to be determined on the Pricing Date) multiplied by the number of quarters elapsed from the Trade Date to the applicable Observation Date that the Notes are called).**
Payment at
Maturity
per Note

Unless the Notes are automatically called, for each $1,000 Principal Amount, you will receive a cash payment on the Maturity Date, calculated as follows:

n If the Final Return of the Least Performing Underlying is less than zero but greater than or equal to -20%:

$1,000

n If the Final Return of the Least Performing Underlying is less than -20%:

$1,000 + $1,000 × (Final Return of the Least Performing Underlying + 20%).
For example, if the Final Return of the Least Performing Underlying is -30%, you will suffer a 10.00% loss and receive 90.00% of the Principal Amount. If the Final Value of the Least Performing Underlying is less than the Buffer Value, you will lose some or a significant portion (up to 80%) of the Principal Amount.

Buffer Value For each Underlying, 80% of its Initial Value.
Final Return

For each Underlying:

Final Value – Initial Value

Initial Value

Least Performing Underlying The Underlying with the lowest Final Return.
Trade Date January 31, 2020
Pricing Date January 31, 2020
Original Issue Date Feburary 5, 2020
Final Valuation Date February 1, 2023
Maturity Date February 6, 2023
CUSIP / ISIN 40435U3J1 / US40435U3J13

* As more fully described beginning on page FWP-4.

†Subject to adjustment as described under “Additional Terms of the Notes” in the accompanying ETF Underlying Supplement.

** See page FWP-4 for quarterly Call Premiums, Call Prices, Observation Dates, and Call Payment Dates. 

 

 

The Notes

 

The Notes may be suitable for investors who believe the value of neither Underlying will decrease by more than 20% from the pricing date to the Final Valuation Date.

 

If both Underlyings are at or above 95% of their respective Initial Values on any Call Observation Date, your Notes will be automatically called and you will receive a return equal to the applicable Call Premium.

 

If the Notes are not automatically called and the Final Value of the Least Performing Underlying is greater than or equal to its Buffer Value, you will receive the Principal Amount.

 

If the Notes are not automatically called and the Final Value of the Least Performing Underlying is less than its Buffer Value, you will lose 1% of your principal for every 1% decline in the value of the Least Performing Underlying beyond -20%. You may lose up to 80% of the Principal Amount.

 

 

The offering period for the Notes is through January 31, 2020

 

 

 

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Illustration of Payment Scenarios    
     
Your payment on the Notes will depend on whether the Notes have been automatically called and, if they have not been called, whether the Final Value of the Least Performing Underlying is below its Buffer Value.  

 

Information about the Underlyings

 

The iShares® MSCI Emerging Markets ETF

 

The EEM seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets Index (the "Underlying Index"). The shares of the Reference Asset are listed and trade on the NYSE Arca under the ticker symbol “EEM.”

 

For more information about the Reference Asset, see “The iShares® MSCI Emerging Markets Index Fund” beginning on page S-26 of the accompanying ETF Underlying Supplement.

 
The SPDR® S&P® Oil & Gas Exploration & Production ETF

 

The XOP seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P® Oil & Gas Exploration & Production Select Industry® Index. The underlying index represents the oil and gas exploration and production sub-industry portion of the S&P Total Market Index, an index that measures the performance of the U.S. equity market. As of December 31, 2019, there were 59 oil and gas exploration and production sector companies included in the XOP. As of December 31, 2019, no single company represented more than 2.79% of the XOP’s holdings. The returns of the XOP may be affected by certain management fees and other expenses, which are detailed in its prospectus.

 

 

 

The graphs above illustrate the daily performance of each Underlying from January 17, 2010 through January 17, 2020. Past performance is not necessarily an indication of future results. For further information on the Underlyings, please see “Information Relating to the Underlyings” beginning on page FWP-14, “The iShares® MSCI Emerging Markets ETF” and “The SPDR® S&P® Oil & Gas Exploration & Production ETF” in the accompanying ETF Underlying Supplement. We have derived all disclosure regarding the Underlyings from publicly available information. Neither HSBC USA Inc. nor any of its affiliates have undertaken any independent review of, or made any due diligence inquiry with respect to, the publicly available information about the Underlyings.

 

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HSBC USA Inc.

Buffered Autocallable Yield Notes

 

This free writing prospectus relates to a single offering of Buffered Autocallable Yield Notes. The Notes will have the terms described in this free writing prospectus and the accompanying prospectus supplement, prospectus and ETF Underlying Supplement. If the terms of the Notes offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus or ETF Underlying Supplement, the terms described in this free writing prospectus shall control.

 

This free writing prospectus relates to an offering of Notes linked to the performance of two indices. The purchaser of a Note will acquire a senior unsecured debt security of HSBC USA Inc. as described below. The following key terms relate to the offering of Notes:

 

Issuer: HSBC USA Inc.
Principal Amount: $1,000 per Note
Reference Asset: The iShares® MSCI Emerging Markets ETF (Ticker: “EEM”) and the SPDR® S&P® Oil & Gas Exploration & Production ETF (Ticker: “XOP”) (each an “Underlying” and together the “Underlyings”)
Trade Date: January 31, 2020
Pricing Date: January 31, 2020
Original Issue Date: Feburary 5, 2020
Final Valuation Date: February 1, 2023, subject to adjustment as described under “Additional Terms of the Notes―Valuation Dates” in the accompanying ETF Underlying Supplement.
Maturity Date: 3 business days after the Final Valuation Date, expected to be February 6, 2023.  The Maturity Date is subject to adjustment as described under “Additional Terms of the Notes―Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying ETF Underlying Supplement.
Call Feature: If the Official Closing Price of each Underlying is at or above 95% of its Initial Value on any Call Observation Date, the Notes will be automatically called, and you will receive the applicable Call Price on the corresponding Call Payment Date.

 

Call Observation Dates, Call Payment Dates and Call Premiums:

The applicable Call Prices and Call Premiums are as follows:

 

  Expected Call
Observation Dates
Expected Call Payment
Dates
Call Prices*
(per $1,000
Principal
Amount)
Call Premiums
  August 3, 2020 August 6, 2020 $1,082.50 8.25%
  November 3, 2020 November 6, 2020 $1,123.75 12.38%
  February 3, 2021 February 8, 2021 $1,165.00 16.50%
  May 3, 2021 May 6, 2021 $1,206.25 20.63%
  August 3, 2021 August 6, 2021 $1,247.50 24.75%
  November 3, 2021 November 8, 2021 $1,288.75 28.88%
  February 2, 2022 February 7, 2022 $1,330.00 33.00%
  May 3, 2022 May 6, 2022 $1,371.25 37.13%
  August 3, 2022 August 8, 2022 $1,412.50 41.25%
  November 2, 2022 November 7, 2022 $1,453.75 45.38%
  February 1, 2023 (Final Valuation Date) February 6, 2023 (Maturity Date) $1,495.00 49.50%

 

  

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*Based on a Call Premium 4.125% per quarter (equivalent to at least 16.50% per annum) (to be determined on the Pricing Date)

 

The Call Observation Dates and Call Payment Dates are subject to postponement as described under “Additional Terms of the Notes—Valuation Dates” and “Additional Terms of the Notes—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying ETF Underlying Supplement.

 

 

Payment at Maturity: Unless the Notes are automatically called, on the Maturity Date, for each $1,000 Principal Amount of Notes, we will pay you the Final Settlement Value.

 

Final Settlement Value:

Unless the Notes are automatically called, for each $1,000 Principal Amount, you will receive a cash payment on the Maturity Date, calculated as follows:

 

n If the Final Return of the Least Performing Underlying is less than zero but greater than or equal to -20%:

 

$1,000

 

n If the Final Return of the Least Performing Underlying is less than -20%:

 

$1,000 + $1,000 × (Final Return of the Least Performing Underlying + 20%).

For example, if the Final Return of the Least Performing Underlying is -30%, you will suffer a 10.00% loss and receive 90.00% of the Principal Amount. If the Final Value of the Least Performing Underlying is less than its Buffer Value, you will lose some or a significant portion (up to 80%) of the Principal Amount.

 

 

Buffer Value: For each Underlying, 80% of its Initial Value.
Least Performing Underlying: The Underlying with the lowest Final Return.

 

Final Return:

 

 

 

With respect to each Underlying, the quotient, expressed as a percentage, calculated as follows:

 

Final Value – Initial Value

Initial Value

Initial Value: The Official Closing Price of the relevant Underlying on the Pricing Date.
Final Value: The Official Closing Price of the relevant Underlying on the Final Valuation Date.
CUSIP/ISIN: 40435U3J1 / US40435U3J13
Form of Notes: Book-Entry
Listing: The Notes will not be listed on any U.S. securities exchange or quotation system.
Estimated Initial Value: The Estimated Initial Value of the Notes may be less than the price you pay to purchase the Notes.  The Estimated Initial Value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your Notes in the secondary market, if any, at any time. The Estimated Initial Value will be calculated on the Pricing Date and will be set forth in the pricing supplement to which this free writing prospectus relates. See “Risk Factors — The Estimated Initial Value of the Notes, which will be determined by us on the Pricing Date, may be less than the price to public and may differ from the market value of the Notes in the secondary market, if any.”

 

The Trade Date, the Pricing Date and the other dates set forth above are subject to change, and will be set forth in the final pricing supplement relating to the Notes.

 

FWP-5

 

 

GENERAL

 

This free writing prospectus relates to the offering of Notes identified on the cover page. The purchaser of a Note will acquire a senior unsecured debt security of HSBC USA Inc. We reserve the right to withdraw, cancel or modify this offering and to reject orders in whole or in part. Although the offering of Notes relates to the Reference Asset identified on the cover page, you should not construe that fact as a recommendation as to the merits of acquiring an investment linked to the Reference Asset or any component security held by the Reference Asset or as to the suitability of an investment in the Notes.

 

You should read this document together with the prospectus dated February 26, 2018, the prospectus supplement dated February 26, 2018 and the ETF Underlying Supplement dated February 26, 2018. If the terms of the Notes offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus or ETF Underlying Supplement, the terms described in this free writing prospectus shall control. You should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page FWP-8 of this free writing prospectus, beginning on page S-1 of the prospectus supplement and beginning on page S-1 of the ETF Underlying Supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. As used herein, references to the “Issuer”, “HSBC”, “we”, “us” and “our” are to HSBC USA Inc.

 

HSBC has filed a registration statement (including a prospectus, prospectus supplement and ETF Underlying Supplement) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus, prospectus supplement and ETF Underlying Supplement in that registration statement and other documents HSBC has filed with the SEC for more complete information about HSBC and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at www.sec.gov. Alternatively, HSBC Securities (USA) Inc. or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement and ETF Underlying Supplement if you request them by calling toll-free 1-866-811-8049.

 

You may also obtain:

 

4The ETF Underlying Supplement at: https://www.sec.gov/Archives/edgar/data/83246/000114420418010788/tv486720_424b2.htm

 

4The prospectus supplement at: https://www.sec.gov/Archives/edgar/data/83246/000114420418010762/tv486944_424b2.htm

 

4The prospectus at: https://www.sec.gov/Archives/edgar/data/83246/000114420418010720/tv487083_424b3.htm

 

We are using this free writing prospectus to solicit from you an offer to purchase the Notes. You may revoke your offer to purchase the Notes at any time prior to the time at which we accept your offer by notifying HSBC Securities (USA) Inc. We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any material changes to the terms of the Notes, we will notify you.

 

PAYMENT ON THE NOTES

 

Call Feature

 

The Notes will be automatically called if the Official Closing Price of each Underlying is at or above 95% of its Initial Value on any Call Observation Date. If the Notes are automatically called, investors will receive the applicable Call Price on the corresponding Call Payment Date.

 

Maturity

 

Unless the Notes are automatically called, on the Maturity Date and for each $1,000 Principal Amount of Notes, you will receive a cash payment equal to the Final Settlement Value determined as follows:

 

n If the Final Return of the Least Performing Underlying is less than zero but greater than or equal to -20%:

 $1,000

n If the Final Return of the Least Performing Underlying is less than -20%:

 $1,000 + $1,000 × (Final Return of the Least Performing Underlying + 20%)

 

For example, if the Final Return of the Least Performing Underlying is -30%, you will suffer a 10.00% loss and receive 90.00% of the Principal Amount. If the Final Value of the Least Performing Underlying is less than the Buffer Value, you will lose some or a significant portion (up to 80%) of the Principal Amount.

 

Calculation Agent

  

We or one of our affiliates will act as calculation agent with respect to the Notes.

 

Reference Issuers

 

iShares, Inc. is the reference issuer for EEM. SSgA Funds Management, Inc. is the reference issuer of the XOP.

 

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INVESTOR SUITABILITY

 

The Notes may be suitable for you if:

 

4You believe that the Official Closing Price of each Underlying will be at or above 95% of its Initial Value on at least one Call Observation Date, including the Final Valuation Date, and if not, the Final Value of the Least Performing Underlying will be at or above its Buffer Value.

 

4You are willing to make an investment that is exposed to the potential downside performance of the Least Performing Underlying on a 1-to-1 basis for any decline in the value of the Least Performing Underlying beyond -20%, if the Notes are not called.

 

4You are willing to lose up to 80% of the Principal Amount.

 

4You are willing to hold the Notes that will be automatically called on any Call Observation Date on which the Official Closing Price of each Underlying is at or above 95% of its Initial Value, or you are otherwise willing to hold the Notes to maturity.

 

4You are willing to make an investment whose return is limited to the pre-specified Call Premiums.

 

4You are willing to forgo dividends or other distributions paid on the stocks held by the relevant Underlying.

 

4You do not seek current income from this investment.

 

4You do not seek an investment for which there will be an active secondary market.

 

4You are willing to accept the risk and return profile of the Notes versus a conventional debt security with a comparable maturity issued by HSBC or another issuer with a similar credit rating.

 

4You are comfortable with the creditworthiness of HSBC, as Issuer of the Notes.

 

 

 

The Notes may not be suitable for you if:

 

4You believe that the Official Closing Price of at least one Underlying will be below 95% of its Initial Value on each Call Observation Date, including the Final Valuation Date, and the Final Value of the Least Performing Underlying will be below its Buffer Value.

 

4You are unwilling to make an investment that is exposed to the potential downside performance of the Least Performing Underlying on a 1-to-1 basis for any decline in the value of the Least Performing Underlying beyond -20%, if the Notes are not called.

 

4You seek an investment that provides full return of principal at maturity.

 

4You are unable or unwilling to hold Notes that will be automatically called on any Call Observation Date on which the Official Closing Price of each Underlying is at or above 95% of its Initial Value, or you are otherwise unable or unwilling to hold the Notes to maturity.

 

4You seek an investment whose return is not limited to the pre-specified Call Premiums.

 

4You prefer to receive the dividends or other distributions paid on the stocks held by the relevant Underlying.

 

4You seek an investment with current income.

 

4You seek an investment for which there will be an active secondary market.

 

4You prefer the lower risk, and therefore accept the potentially lower returns, of conventional debt securities with comparable maturities issued by HSBC or another issuer with a similar credit rating.

 

4You are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of the Notes.

 

 

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RISK FACTORS

 

We urge you to read the section “Risk Factors” beginning on page S-1 in the accompanying prospectus supplement and beginning on page S-1 of the accompanying ETF Underlying Supplement. Investing in the Notes is not equivalent to investing directly in any of the stocks held by any Underlying. You should understand the risks of investing in the Notes and should reach an investment decision only after careful consideration, with your advisors, of the suitability of the Notes in light of your particular financial circumstances and the information set forth in this free writing prospectus and the accompanying prospectus, prospectus supplement and ETF Underlying Supplement.

 

In addition to the risks discussed below, you should review “Risk Factors” in the accompanying prospectus supplement and ETF Underlying Supplement including the explanation of risks relating to the Notes described in the following sections:

 

4“— Risks Relating to All Note Issuances” in the prospectus supplement;

 

4“— General Risks Related to Indices” in the ETF Underlying Supplement;

 

4“— Securities Prices Generally are Subject to Political, Economic, Financial, and Social Factors that Apply to the Markets in which They Trade and, to a Lesser Extent, Foreign Markets” in the ETF Underlying Supplement; and

 

4“— Time Differences Between the Domestic and Foreign Markets and New York City may Create Discrepancies in the Trading Level or Price of the Notes” in the ETF Underlying Supplement.

 

You will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt securities.

 

The Notes do not guarantee any return of principal and you may lose your entire initial investment.

 

The Notes do not guarantee any return of principal. The Notes differ from ordinary debt securities in that we will not pay you 100% of the Principal Amount of your Notes if the Notes are not automatically called and the Final Value of the Least Performing Underlying is less than its Buffer Value. In this case, the Payment at Maturity you will be entitled to receive will be less than the Principal Amount of the Notes and you will lose 1% for each 1% that the Final Return of the Least Performing Underlying is less than -20%. You may lose up to 80% of your investment at maturity.

 

You will not participate in any appreciation in the value of any of the Underlyings held by the Reference Asset.

 

The Notes will not pay more than the Principal Amount, plus any unpaid call payment, at maturity or if the Notes are automatically called. Even if the Final Return of each Underlying in the Reference Asset is greater than zero, you will not participate in the appreciation of any Underlying. Assuming the Notes are held to maturity, the maximum amount payable with respect to the Notes will not exceed the sum of the Principal Amount plus any call payments. Under no circumstances, regardless of the extent to which the value of any Underlying appreciates, will your return exceed the total amount of the call payments. In some cases, you may earn significantly less by investing in the Notes than you would have earned by investing in an instrument directly linked to the performance of the Underlyings held by the Reference Asset.

 

Your return on the Notes is limited.

 

Your potential gain on the Notes will be limited to the Call Premium applicable to a Call Observation Date, regardless of the appreciation in the Underlyings, which may be significant. You will not receive a return on the Notes greater than the Call Premiums.

 

The Notes will not bear interest.

 

As a holder of the Notes, you will not receive interest payments.

 

The Notes are subject to the credit risk of HSBC USA Inc.

 

The Notes are senior unsecured debt obligations of the Issuer, HSBC, and are not, either directly or indirectly, an obligation of any third party. As further described in the accompanying prospectus supplement and prospectus, the Notes will rank on par with all of the other unsecured and unsubordinated debt obligations of HSBC, except such obligations as may be preferred by operation of law. Any payment to be made on the Notes, including any return of principal at maturity or upon early redemption, as applicable, depends on the ability of HSBC to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of HSBC may affect the market value of the Notes and, in the event HSBC were to default on its obligations, you may not receive the amounts owed to you under the terms of the Notes.

 

If the Notes are not called, your return will be based on the Reference Return of the Least Performing Underlying.

 

If the Notes are not automatically called, your return will be based on the Reference Return of the Least Performing Underlying without regard to the performance of the other Underlying. As a result, you could lose all or some of your initial investment if the Final Value of the Least Performing Underlying is less than its Buffer Value, even if there is an increase in the value of the other Underlying. This could be the case even if the other Underlying increased by an amount greater than the decrease in the Least Performing Underlying.

 

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The Notes may be automatically called prior to the Maturity Date.

 

If the Notes are automatically called, the holding period over which you will receive the applicable Call Premium could be as little as 6 months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar value of risk in the event the Notes are automatically called prior to the Maturity Date.

 

Since the Notes are linked to the performance of more than one Underlying, you will be fully exposed to the risk of fluctuations in the value of each Underlying.

 

Since the Notes are linked to the performance of more than one Underlying, the Notes will be linked to the individual performance of each Underlying. Because the Notes are not linked to a weighted basket, in which the risk is mitigated and diversified among all of the components of a basket, you will be exposed to the risk of fluctuations in the values of the Underlyings to the same degree for each Underlying. For example, in the case of notes linked to a weighted basket, the return would depend on the weighted aggregate performance of the basket components reflected as the basket return. Thus, the depreciation of any basket component could be mitigated by the appreciation of another basket component, as scaled by the weightings of such basket components. However, in the case of these Notes, the individual performance of each of the Underlyings would not be combined to calculate your return and the depreciation of one Underlying would not be mitigated by the appreciation of the other Underlying. Instead, your return would depend on the Least Performing Underlying.

 

Changes that affect the Underlyings may affect the market value of the Notes and the amount you will receive at maturity.

 

The policies of the reference issuer of the relevant Underlying concerning additions, deletions and substitutions of the constituents included in such Underlying and the manner in which the reference issuer takes account of certain changes affecting those constituents held by such Underlying may affect the value of that Underlying. The policies of the reference issuer with respect to the calculation of the relevant Underlying could also affect the value of such Underlying. The reference issuer may discontinue or suspend calculation or dissemination of its relevant Underlying. Any such actions could affect the value of the Notes and the return on the Notes.

 

The Notes are not insured or guaranteed by any governmental agency of the United States or any other jurisdiction.

 

The Notes are not deposit liabilities or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or program of the United States or any other jurisdiction. An investment in the Notes is subject to the credit risk of HSBC, and in the event that HSBC is unable to pay its obligations as they become due, you may not receive the full Payment at Maturity on the Notes.

 

The Estimated Initial Value of the Notes, which will be determined by us on the Pricing Date, may be less than the price to public and may differ from the market value of the Notes in the secondary market, if any.

 

The Estimated Initial Value of the Notes will be calculated by us on the Pricing Date and may be less than the price to public. The Estimated Initial Value will reflect our internal funding rate, which is the borrowing rate we pay to issue market-linked securities, as well as the mid-market value of the embedded derivatives in the Notes. This internal funding rate is typically lower than the rate we would use when we issue conventional fixed or floating rate debt securities. As a result of the difference between our internal funding rate and the rate we would use when we issue conventional fixed or floating rate debt securities, the Estimated Initial Value of the Notes may be lower if it were based on the prices at which our fixed or floating rate debt securities trade in the secondary market. In addition, if we were to use the rate we use for our conventional fixed or floating rate debt issuances, we would expect the economic terms of the Notes to be more favorable to you. We will determine the value of the embedded derivatives in the Notes by reference to our or our affiliates’ internal pricing models. These pricing models consider certain assumptions and variables, which can include volatility and interest rates. Different pricing models and assumptions could provide valuations for the Notes that are different from our Estimated Initial Value. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect. The Estimated Initial Value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your Notes in the secondary market (if any exists) at any time.

 

The price of your Notes in the secondary market, if any, immediately after the Pricing Date will be less than the price to public.

 

The price to public takes into account certain costs. These costs, which will be used or retained by us or one of our affiliates, include the underwriting discount, our affiliates’ projected hedging profits (which may or may not be realized) for assuming risks inherent in hedging our obligations under the Notes, and the costs associated with structuring and hedging our obligations under the Notes. If you were to sell your Notes in the secondary market, if any, the price you would receive for your Notes may be less than the price you paid for them because secondary market prices will not take into account these costs. The price of your Notes in the secondary market, if any, at any time after issuance will vary based on many factors, including the values of the Underlyings and changes in market conditions, and cannot be predicted with accuracy. The Notes are not designed to be short-term trading instruments, and you should, therefore, be able and willing to hold the Notes to maturity. Any sale of the Notes prior to maturity could result in a loss to you.

 

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If we were to repurchase your Notes immediately after the Original Issue Date, the price you receive may be higher than the Estimated Initial Value of the Notes.

 

Assuming that all relevant factors remain constant after the Original Issue Date, the price at which HSBC Securities (USA) Inc. may initially buy or sell the Notes in the secondary market, if any, and the value that may initially be used for customer account statements, if any, may exceed the Estimated Initial Value on the Pricing Date for a temporary period expected to be approximately 6 months after the Original Issue Date. This temporary price difference may exist because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the Notes and other costs in connection with the Notes that we will no longer expect to incur over the term of the Notes. We will make such discretionary election and determine this temporary reimbursement period on the basis of a number of factors, including the tenor of the Notes and any agreement we may have with the distributors of the Notes. The amount of our estimated costs which we effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the Original Issue Date of the Notes based on changes in market conditions and other factors that cannot be predicted.

 

The amount payable on the Notes is not linked to the values of the Underlyings at any time other than the Call Observation Dates and the Final Valuation Date.

 

The payments on the Notes will be based on the Official Closing Prices of the Underlyings on the Call Observation Dates, including the Final Valuation Date, subject to postponement for non-trading days and certain market disruption events. Even if the value of each Underlying is greater than or equal to its Initial Value during the term of the Notes other than on a Call Observation Date but then drops on a Call Observation Date to a value that is less than its Initial Value, the Notes will not be automatically called. Further, if the Notes are not called, even if the value of the Least Performing Underlying is greater than or equal to its Buffer Value during the term of the Notes other than on the Final Valuation Date but then decreases on the Final Valuation Date to a value that is less than the Buffer Value, the Payment at Maturity will be less, possibly significantly less, than it would have been had the Payment at Maturity been linked to the value of the Least Performing Underlying prior to such decrease. Although the actual values of the Underlyings on the Maturity Date or at other times during the term of the Notes may be higher than their respective values on the Call Observation Dates, whether the Notes will be called and the Payment at Maturity will be based solely on the Official Closing Prices of the Underlyings on the Call Observation Dates.

 

The Notes lack liquidity.

 

The Notes will not be listed on any securities exchange. HSBC Securities (USA) Inc. is not required to offer to purchase the Notes in the secondary market, if any exists. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which HSBC Securities (USA) Inc. is willing to buy the Notes.

 

Potential conflicts of interest may exist.

 

An affiliate of HSBC has a minority equity interest in the owner of an electronic platform, through which we may make available certain structured investments offering materials. HSBC and its affiliates play a variety of roles in connection with the issuance of the Notes, including acting as calculation agent and hedging our obligations under the Notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes. We will not have any obligation to consider your interests as a holder of the Notes in taking any action that might affect the value of your Notes.

 

Risks associated with emerging markets.

 

An investment in the Notes will involve risks not generally associated with investments which have no emerging market component. In particular, many emerging nations are undergoing rapid change, involving the restructuring of economic, political, financial and legal systems. Regulatory and tax environments may be subject to change without review or appeal. Many emerging markets suffer from underdevelopment of capital markets and tax regulation. The risk of expropriation and nationalization remains a threat. Guarding against such risks is made more difficult by low levels of corporate disclosure and unreliability of economic and financial data.

 

Risks associated with non-U.S. companies.

 

The value of the Reference Asset depends, in part, upon the stocks of non-U.S. companies, and thus involves risks associated with the home countries of those non-U.S. companies. The prices of these non-U.S. stocks may be affected by political, economic, financial and social factors in the home country of each applicable company, including changes in that country’s government, economic and fiscal policies, currency exchange laws or other laws or restrictions, which could affect the value of the Notes. These foreign securities may have less liquidity and could be more volatile than many of the securities traded in U.S. or other securities markets. Direct or indirect government intervention to stabilize the relevant foreign securities markets, as well as cross shareholdings in foreign companies, may affect trading levels or prices and volumes in those markets. The other special risks associated with foreign securities may include, but are not limited to: less liquidity and smaller market capitalizations; less rigorous regulation of securities markets; different accounting and disclosure standards; governmental interference; currency fluctuations; higher inflation; and social, economic and political uncertainties. These factors may adversely affect the performance of the Reference Asset and, as a result, the value of the Notes.

 

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The Notes will not be adjusted for changes in exchange rates.

 

Although the equity securities that are held by the Reference Asset are traded in currencies other than U.S. dollars, and your Notes are denominated in U.S. dollars, the amount payable on your Notes at maturity, if any, will not be adjusted for changes in the exchange rates between the U.S. dollar and the currencies in which these non-U.S. equity securities are denominated. Changes in exchange rates, however, may also reflect changes in the applicable non-U.S. economies that in turn may affect the value of the Reference Asset, and therefore your Notes. The amount we pay in respect of your Notes on the maturity date, if any, will be determined solely in accordance with the procedures described in this document.

 

Risks associated with the oil and gas exploration and production sector

 

All of the stocks held by the XOP are issued by companies in the oil and gas exploration and production sector. As a result, the stocks that will determine the performance of the XOP are concentrated in one sector. Although an investment in the securities will not give holders any ownership or other direct interests in the stocks held by the XOP, the return on the securities will be subject to certain risks associated with a direct equity investment in companies in the oil and gas exploration and production sector.

 

In addition, the stocks of companies in the oil and gas sector are subject to swift price fluctuations. The issuers of the stocks held by the XOP develop and produce, among other things, crude oil and natural gas, and provide, among other things, drilling services and other services related to oil and gas production and distribution. Stock prices for these types of companies are affected by supply and demand both for their specific product or service and for oil and gas products in general. The price of oil and gas, exploration and production spending, government regulation, world events and economic conditions will likewise affect the performance of these companies. Correspondingly, the stocks of companies in this sector are subject to swift price fluctuations caused by events relating to international politics, energy conservation, the success of exploration projects and tax and other governmental regulatory policies. Weak demand for the companies’ products or services or for oil and gas products and services in general, as well as negative developments in these other areas, would adversely impact the prices of the stocks held by the XOP, the market price of the XOP, and the value of the Notes.

 

Uncertain tax treatment.

 

For a discussion of the U.S. federal income tax consequences of your investment in a Note, please see the discussion under “U.S. Federal Income Tax Considerations” herein and the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.

 

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ILLUSTRATIVE EXAMPLES

 

The following table and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every possible scenario concerning increases or decreases in the value of any Underlying relative to its Initial Value. We cannot predict the Official Closing Price of either Underlying on any Call Observation Date or the Final Valuation Date. The assumptions we have made in connection with the illustrations set forth below may not reflect actual events. You should not take this illustration or these examples as an indication or assurance of the expected performance of the Underlyings or return on the Notes.

 

The table below illustrates the Payment at Maturity on a $1,000 investment in the Notes for a hypothetical range of Final Returns of the Least Performing Underlying from 0% (the Notes will be automatically called if the Final Return of Least Performing Underlying is greater than or equal to 0%) to +100%. The following results are based solely on the assumptions outlined below. The “Hypothetical Return on the Notes” as used below is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $1,000 Principal Amount to $1,000. You should consider carefully whether the Notes are suitable to your investment goals. The numbers appearing in the following table and examples have been rounded for ease of analysis. The following table and examples assume the following:

 

4Principal Amount: $1,000

 

4Hypothetical Initial Values: $100 for the EEM and $100 for the XOP

 

4Buffer Value: with respect to each Underlying, 80% of its Initial Value

 

4Call Premiums and Call Prices on the Call Observation Dates:

 

Call Observation Dates Call Prices Call Premiums
August 3, 2020 $1,082.50 8.25%
November 3, 2020 $1,123.75 12.38%
February 3, 2021 $1,165.00 16.50%
May 3, 2021 $1,206.25 20.63%
August 3, 2021 $1,247.50 24.75%
November 3, 2021 $1,288.75 28.88%
February 2, 2022 $1,330.00 33.00%
May 3, 2022 $1,371.25 37.13%
August 3, 2022 $1,412.50 41.25%
November 2, 2022 $1,453.75 45.38%
February 1, 2023 (Final Valuation Date) $1,495.00 49.50%

 

Hypothetical Final
Return of the Least
Performing Underlying
Hypothetical Payment
at Maturity
Hypothetical Return on
the Notes
0.00% N/A N/A
-5.00% $1,000.00 0.00%
-10.00% $1,000.00 0.00%
-15.00% $1,000.00 0.00%
-20.00% $1,000.00 0.00%
-30.00% $900.00 -10.00%
-40.00% $800.00 -20.00%
-60.00% $600.00 -40.00%
-80.00% $400.00 -60.00%
-100.00% $200.00 -80.00%

 

Summary of the Examples

 

  Notes Are Called on a Call Observation Date Notes Are Not Called on Any
Call Observation Date
  Example 1 Example 2 Example 3 Example 4 Example 5
  EEM XOP EEM XOP EEM XOP EEM XOP EEM XOP
Initial Values $100 $100 $100 $100 $100 $100 $100 $100 $100 $100
Buffer Values $80 $80 $80 $80 $80 $80 $80 $80 $80 $80
Official Closing Prices /Percentage Changes on the First Call Observation Date $120/ 20% $120/ 20% $90/ -10% $110/ 10% $90/ -10% $110/ 10% $90/ -10% $110/ 10% $90/ -10% $90/ -10%
Official Closing Prices /Percentage Changes on the Second Call Observation Date N/A N/A $90/ -10% $90/ -10% $85/ -15% $90/ -10% $88/ -22% $120/ 20% $90/ -10% $110/ 10%

 

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Official Closing Prices /Percentage Changes on the Third Call Observation Date N/A N/A $110/ 10% $120/ 20% $90/ -10% $95/ 5% $90/ -10% $120/ 20% $90/ -10% $110/ 10%
Fourth Observation Date to the last Observation Date immediately prior to the Final Valuation Date N/A N/A N/A N/A Various below
$95/-5%
Various below
$95/-5%
Various below
$95/-5%
Various below
$95/-5%
Various below
$95/-5%
Various below
$95/-5%
Official Closing Prices /Percentage Changes on the Final Call Observation Date N/A N/A N/A N/A $135/ 35% $150/ 50% $85/ -15% $130/ 30% $60/ -40% $120/ 20%
Return of the Notes 8.25% 16.50% 49.50% 0.00% -20.00%
Call Price or Payment at Maturity per Note $1,082.50 $1,165.00 $1,495.00 $1,000 $800.00

 

Notes Are Called on a Call Observation Date

 

The Notes are called because the Official Closing Price of each Underlying is at or above 95% of its Initial Value on one of the three Call Observation Dates, and you will receive the applicable Call Price.

 

Example 1The Official Closing Price of each Underlying on the first Call Observation Date is greater than or equal to 95% of its Initial Value.

 

Because the Official Closing Price of each Underlying on the first Call Observation Date (expected to be August 3, 2020) is at or above 95% of its Initial Value, the Notes are automatically called at the applicable Call Price of $ $1,082.50 per Note, representing a 8.25% return on the Notes.

 

Example 2The Official Closing Price of each Underlying on the third Call Observation Date is greater than or equal to 95% of its Initial Value.

 

Because (i) the Official Closing Price of one Underlying on the first Call Observation Date is below 95% of its Initial Value and (ii) the Official Closing Price of each Underlying on the second Call Observation Date is below 95% of its Initial Value and (iii) the Official Closing Price of each Underlying on the third Call Observation Date (expected to be February 3, 2021) is above 95% of its Initial Value, the Notes are not called on the first or second Call Observation Date but are automatically called on the third Call Observation Date at the applicable Call Price of $1,165.00 per Note, representing a 16.50% return on the Notes.

 

Example 3The Official Closing Price of each Underlying on the final Call Observation Date is greater than or equal to 95% of its Initial Value.

 

Because (i) the Official Closing Prices of at least one Underlying on all the Call Observation Dates prior to the final Call Observation Date are below 95% of its Initial Value and (ii) the Official Closing Price of each Underlying on the final Call Observation Date (which is also the Final Valuation Date) is above 95% of its Initial Value, the Notes are not called on the first four Call Observation Dates but are automatically called on the final Call Observation Date at the applicable Call Price of $1,495.00 per Note, representing a 49.50% return on the Notes.

 

Notes Are Not Called on any Call Observation Date

 

The Notes are not automatically called because the Official Closing Price of at least one Underlying is below 95% of its Initial Value on each Call Observation Date. Since the Notes are not called, the Payment at Maturity will be based on the Final Return of the Least Performing Underlying.

 

Example 4The Final Value of the Least Performing Underlying is greater than or equal to its Buffer Value.

 

Because the Final Value of the Least Performing Underlying is greater than or equal to its Buffer Value, you will receive $1,000 per $1,000 in Principal Amount.

 

Example 5The Final Value of the Least Performing Underlying is less than its Buffer Value.

 

Because the Final Value of the Least Performing Underlying is less than its Buffer Value, you will receive $800.00 per $1,000 in Principal Amount, calculated as follows:

 

Payment at Maturity = $1,000 + $1,000 × (-40.00% + 20%) = $800.00

 

In this example, you would lose a substantial portion of your Principal Amount at maturity.

 

If the Notes are not called and the Final Value of the Least Performing Underlying is less than its Buffer Value, you will be exposed to any decrease in the value of the Least Performing Underlying beyond -20% on a 1:1 basis and could lose up to 80% of your principal at maturity.

 

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INFORMATION RELATING TO THE UNDERLYINGS

 

iShares® MSCI Emerging Markets ETF

 

The Reference Asset seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets Index (the "Underlying Index"). The shares of the Reference Asset are listed and trade on the NYSE Arca under the ticker symbol “EEM.”

 

The Underlying Index is intended to measure the performance of equity markets in the global emerging markets. As of December 31, 2019, the MSCI Emerging Markets Index consisted of the following 26 component country indices: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. The shares of the EEM are listed and trade on the NYSE Arca under the ticker symbol “EEM.”

 

For more information about the Reference Asset, see “The iShares® MSCI Emerging Markets Index Fund” beginning on page S-26 of the accompanying ETF Underlying Supplement.

 

Historical Performance of the EEM

 

The following graph sets forth the historical performance of the Reference Asset based on the daily historical closing prices from January 17, 2010 through January 17, 2020. We obtained the closing prices below from the Bloomberg Professional® service (“Bloomberg”). We have not undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from the Bloomberg.

 

 

 

The historical values of the EEM should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing Price of the EEM on any Call Observation Date or the Final Valuation Date.

 

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Description of the SPDR® S&P® Oil & Gas Exploration & Production ETF (the “XOP”)

 

The SPDR® S&P® Oil & Gas Exploration & Production ETF (the “XOP”) is an investment portfolio maintained and managed by SSgA Funds Management, Inc. (“SSFM”). The XOP trades on the NYSE Arca under the ticker symbol “XOP.” The inception date of the SPDR® S&P Oil & Gas Exploration and Production ETF is June 19, 2006. Prior to January 8, 2007, the XOP was known as the SPDR® Oil & Gas Exploration & Production ETF.

 

Information provided to or filed with the SEC by the SPDR® Series Trust under the Securities Exchange Act of 1934 can be located by reference to its Central Index Key, or CIK, 1064642 through the SEC’s website at http://www.sec.gov. We have not made any independent investigation as to the accuracy or completeness of such information.

 

The XOP seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P® Oil & Gas Exploration & Production Select Industry® Index (the “SPSIOP”). The SPSIOP represents the oil and gas exploration and production sub-industry portion of the S&P TMI Index. The XOP is composed of companies that are in the oil and gas sector exploration and production.

 

The XOP utilizes a “replication” investment approach in attempting to track the performance of the SPSIOP. The XOP typically invests in substantially all of the securities which comprise the SPSIOP in approximately the same proportions as the SPSIOP. XOP will normally invest at least 80% of its total assets in common stocks that comprise the SPSIOP. The returns of the XOP may be affected by certain management fees and other expenses, which are detailed in its prospectus.

The information above was compiled from the SPDR® website. We have not independently investigated the accuracy of that information. Information contained in the SPDR® website is not incorporated by reference in, and should not be considered a part of, this document.

 

The S&P® Oil & Gas Exploration & Production Select Industry® Index

 

The SPSIOP is a modified equal-weighted index that is designed to measure the performance of the following GICS® sub-industries of the S&P TMI: integrated oil & gas, oil & gas exploration & production and oil & gas refining & marketing. The SPSIOP is reported by Bloomberg L.P. under the ticker symbol “SPSIOP.” The SPSIOP is part of the S&P Select Industry Indices family. For more information about the S&P Select Industry Indices, please see “The S&P Select Industry Indices” below.

 

The S&P Select Industry Indices

 

To be eligible for inclusion in a S&P Select Industry Index, companies must be in the S&P TMI Index and must be included in the relevant GICS sub-industry. The S&P TMI offers broad market exposure to companies of all market capitalization, including all U.S. common equities listed on the New York Stock Exchange (including NYSE Arca), the NYSE American, the Nasdaq Global Select Market, the Nasdaq Select Market, the Nasdaq Capital Market, Cboe BZX, Cboe BYX, Cboe EDGA, Cboe EDGX or Investors Exchange (IEX). Only U.S. companies are eligible for inclusion in the S&P TMI. All members of the Select Industry Indices are selected from the S&P TMI. The GICS was developed to establish a global standard for categorizing companies into sectors and industries. In addition to the above, companies must satisfy one of the two following combined size and liquidity criteria:

 

float-adjusted market capitalization above US$500 million and float-adjusted liquidity ratio above 90%; or

float-adjusted market capitalization above US$400 million and float-adjusted liquidity ratio above 150%.

 

All U.S. companies satisfying these requirements are included in a S&P Select Industry Index. The total number of companies in a S&P Select Industry Index should be at least 35. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds above are included in order of their float-adjusted market capitalization to reach 35 constituents. Minimum market capitalization requirements may be relaxed to ensure there are at least 22 companies in a S&P Select Industry Index as of each rebalancing effective date.

 

To be eligible for inclusion in a Select Industry Index, a company must also meet the following requirements:

 

Market Capitalization. Float-adjusted market capitalization should be at least US$400 million for inclusion in a S&P Select Industry Index. Existing index components must have a float-adjusted market capitalization of US$300 million to remain in a S&P Select Industry Index at each rebalancing.

 

Liquidity. The liquidity measurement used is a liquidity ratio, defined as dollar value traded over the previous 12-months divided by the float-adjusted market capitalization as of the S&P Select Industry Indices rebalancing reference date. Stocks having a float-adjusted market capitalization above US$500 million must have a liquidity ratio greater than 90% to be eligible for addition to a S&P Select Industry Index. Stocks having a float-adjusted market capitalization between US$400 and US$500 million must have a liquidity ratio greater than 150% to be eligible for addition to a S&P Select Industry Index. Existing index constituents must have a liquidity ratio greater than 50% to remain in a S&P Select Industry Index at the quarterly rebalancing. The length of time to evaluate liquidity is reduced to the available trading period for IPOs or spin-offs that do not have 12 months of trading history.

 

Takeover Restrictions. At the discretion of S&P, constituents with shareholder ownership restrictions defined in company bylaws may be deemed ineligible for inclusion in a S&P Select Industry Index. Ownership restrictions preventing entities from replicating the index weight of a company may be excluded from the eligible universe or removed from a S&P Select Industry Index.

 

Turnover. S&P believes turnover in index membership should be avoided when possible. At times, a company may appear to temporarily violate one or more of the addition criteria. However, the addition criteria are for addition to a S&P Select Industry Index,

 

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not for continued membership. As a result, an index constituent that appears to violate the criteria for addition to a S&P Select Industry Index will not be deleted unless ongoing conditions warrant a change in the composition of a S&P Select Industry Index.

 

Sector Classification. A Select Industry Index includes companies in the applicable GICS sub-industries.

 

The Select Industry Indices are equal-weighted, with adjustments to individual constituent weights to ensure concentration and liquidity requirements, and calculated by the divisor methodology.

 

The membership to the Select Industry Indices is reviewed quarterly. Rebalancing occurs after the closing on the third Friday of the quarter ending month. The reference date for additions and deletions is after the closing of the last trading date of the previous month. Closing prices as of the second Friday of the last month of the quarter are used for setting index weights.

 

Existing index constituents are removed at the quarterly rebalancing effective date if either their float-adjusted market capitalization falls below US$300 million or their FALR falls below 50.00%. In addition, a company is deleted from the applicable Select Industry Index if the S&P TMI drops the company. Companies are added between rebalancing only if a deletion in the applicable Select Industry Index causes the stock count to fall below 22. In those cases, each company deletion is accompanied with a company addition. The new company will be added to the applicable Select Industry Index at the weight of the deleted company. In the case of mergers involving at least one index constituent, the merged company will remain in the applicable Select Industry Index if it meets all of the eligibility requirements. The merged company will be added to the applicable Select Industry Index at the weight of the pre-merger index company. If both companies involved in a merger are index constituents, the merged company will be added at the weight of the company deemed the acquirer in the transaction. In the case of spin-offs, the applicable Select Industry Index will follow the S&P TMI’s treatment of the action. If the S&P TMI treats the pre- and post-spun company as a deletion/addition action, using the stock’s when-issued price, the applicable Select Industry Index will treat the spin-off this way as well.

In case of GICS changes, where a company does not belong to a qualifying sub-industry after the classification change, it is removed from the applicable Select Industry Index at the next rebalancing.

 

The following graph sets forth the historical performance of the Reference Asset based on the daily historical closing prices from January 17, 2010 through January 17, 2020. We obtained the closing prices below from the Bloomberg. We have not undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from the Bloomberg.

 

 

 

The historical values of the XOP should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing Price of the XOP on any Call Observation Date or the Final Valuation Date.

 

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EVENTS OF DEFAULT AND ACCELERATION

 

If the Notes have become immediately due and payable following an Event of Default (as defined in the accompanying prospectus) with respect to the Notes, the calculation agent will determine the accelerated payment due and payable in the same general manner as described in this free writing prospectus except that in such a case, the scheduled trading day immediately preceding the date of acceleration will be used as the final Call Observation Date and the Final Valuation Date. If the Notes are called, the calculation agent will determine the applicable Call Price based upon the Call Premiums and the amount of time that the Notes have been outstanding through the date of acceleration. If a market disruption event exists with respect to an Underlying on that scheduled trading day, then the accelerated Final Valuation Date will be postponed for up to five scheduled trading days (in the same manner used for postponing the originally scheduled Final Valuation Date). The accelerated Maturity Date will also be postponed by an equal number of business days following the postponed accelerated Final Valuation Date. For the avoidance of doubt, if no market disruption event exists with respect to an Underlying on the scheduled trading day preceding the date of acceleration, the determination of such Underlying’s Final Value will be made on such date, irrespective of the existence of a market disruption event with respect to the other Underlying occurring on such date.

 

If the Notes have become immediately due and payable following an Event of Default, you will not be entitled to any additional payments with respect to the Notes. For more information, see “Description of Debt Securities — Senior Debt Securities — Events of Default” in the accompanying prospectus.

 

SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

 

We have appointed HSBC Securities (USA) Inc., an affiliate of HSBC, as the agent for the sale of the Notes. Pursuant to the terms of a distribution agreement, HSBC Securities (USA) Inc. will purchase the Notes from HSBC at the price to public less the underwriting discount set forth on the cover page of the pricing supplement to which this free writing prospectus relates, for distribution to other registered broker-dealers or will offer the Notes directly to investors. HSBC Securities (USA) Inc. proposes to offer the Notes at the price to public set forth on the cover page of this free writing prospectus. HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 0.45% per $1,000 Principal Amount of Notes in connection with the distribution of the Notes to other registered broker-dealers.

 

An affiliate of HSBC has paid or may pay in the future an amount to broker-dealers in connection with the costs of the continuing implementation of systems to support the Notes.

 

In addition, HSBC Securities (USA) Inc. or another of its affiliates or agents may use the pricing supplement to which this free writing prospectus relates in market-making transactions after the initial sale of the Notes, but is under no obligation to make a market in the Notes and may discontinue any market-making activities at any time without notice.

 

We expect that delivery of the Notes will be made against payment for the Notes on or about the Original Issue Date set forth on the inside cover page of this document, which is more than two business days following the Trade Date. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than two business days prior to the Original Issue Date will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors.

 

See “Supplemental Plan of Distribution (Conflicts of Interest)” on page S-61 in the prospectus supplement.

 

FWP-17

 

 

U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

There is no direct legal authority as to the proper tax treatment of the securities, and therefore significant aspects of the tax treatment of the securities are uncertain as to both the timing and character of any inclusion in income in respect of the securities. Under one approach, a security should be treated as a pre-paid executory contract with respect to the Underlyings. We intend to treat the securities consistent with this approach. Pursuant to the terms of the securities, you agree to treat the securities under this approach for all U.S. federal income tax purposes. Subject to the limitations described therein, and based on certain factual representations received from us, in the opinion of our special U.S. tax counsel, Mayer Brown LLP, it is reasonable to treat a security as a pre-paid executory contract with respect to the Underlyings. Pursuant to this approach and subject to the discussion below regarding “constructive ownership transactions,” we do not intend to report any income or gain with respect to the securities prior to their maturity or an earlier sale or exchange and we intend to treat any gain or loss upon maturity or an earlier sale or exchange as long-term capital gain or loss, provided that you have held the security for more than one year at such time for U.S. federal income tax purposes.

 

Despite the foregoing, U.S. holders (as defined under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement) should be aware that the Internal Revenue Code of 1986, as amended (the “Code”), contains a provision, Section 1260 of the Code, which sets forth rules which are applicable to what it refers to as “constructive ownership transactions.” Due to the manner in which it is drafted, the precise applicability of Section 1260 of the Code to any particular transaction is often uncertain. In general, a “constructive ownership transaction” includes a contract under which an investor will receive payment equal to or credit for the future value of any equity interest in a regulated investment company (such as EEM and XOP (the “Underlying Shares”)). Under the “constructive ownership” rules, if an investment in the securities is treated as a “constructive ownership transaction,” any long-term capital gain recognized by a U.S. holder in respect of a security will be recharacterized as ordinary income to the extent such gain exceeds the amount of “net underlying long-term capital gain” (as defined in Section 1260 of the Code) (the “Excess Gain”). In addition, an interest charge will also apply to any deemed underpayment of tax in respect of any Excess Gain to the extent such gain would have resulted in gross income inclusion for the U.S. holder in taxable years prior to the taxable year of the sale, exchange or maturity of the security (assuming such income accrued at a constant rate equal to the applicable federal rate as of the date of sale, exchange or maturity of the security). Furthermore, unless otherwise established by clear and convincing evidence, the “net underlying long-term capital gain” is treated as zero.

 

Although the matter is not clear, there exists a risk that an investment in the securities will be treated as a “constructive ownership transaction.” If such treatment applies, it is not entirely clear to what extent any long-term capital gain recognized by a U.S. holder in respect of the securities will be recharacterized as ordinary income. It is possible, for example, that the amount of the Excess Gain (if any) that would be recharacterized as ordinary income in respect of each security will equal the excess of (i) any long-term capital gain recognized by the U.S. holder in respect of such a security over (ii) the “net underlying long-term capital gain” such U.S. holder would have had if such U.S. holder had acquired a number of the Underlying Shares at fair market value on the original issue date of such security for an amount equal to the “issue price” of the security allocable to the Underlying Shares and, upon the date of sale, exchange or maturity of the security, sold such Underlying Shares at fair market value (which would reflect the percentage increase in the value of the Underlying Shares over the term of the security). Accordingly, it is possible that all or a portion of any gain on the sale or settlement of the security after one year could be treated as “Excess Gain” from a “constructive ownership transaction,” which gain would be recharacterized as ordinary income, and subject to an interest charge. U.S. holders should consult their tax advisors regarding the potential application of the “constructive ownership” rules.

 

We will not attempt to ascertain whether the Underlyings or any of the entities whose stock is owned by the Underlyings, would be treated as a passive foreign investment company (“PFIC”) or United States real property holding corporation (“USRPHC”), both as defined for U.S. federal income tax purposes. If the Underlyings or one or more of the entities whose stock is owned by the Underlyings were so treated, certain adverse U.S. federal income tax consequences might apply. You should refer to information filed with the SEC and other authorities by the Underlyings and the entities whose stock is owned by the Underlyings and consult your tax advisor regarding the possible consequences to you if an Underlying or one or more of the entities whose stock is owned by an Underlying is or becomes a PFIC or a USRPHC.

 

Under current law, while the matter is not entirely clear, individual non-U.S. holders, and entities whose property is potentially includible in those individuals’ gross estates for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, the securities are likely to be treated as U.S. situs property, subject to U.S. federal estate tax. These individuals and entities should consult their own tax advisors regarding the U.S. federal estate tax consequences of investing in the securities.

 

A “dividend equivalent” payment is treated as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding tax if paid to a non-U.S. holder. Under U.S. Treasury Department regulations, payments (including deemed payments) with respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However, Internal Revenue Service guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2023. Based on the Issuer’s determination that the securities are not

 

FWP-18

 

 

“delta-one” instruments, non-U.S. holders should not be subject to withholding on dividend equivalent payments, if any, under the securities. However, it is possible that the securities could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting the Underlyings or the securities, and following such occurrence the securities could be treated as subject to withholding on dividend equivalent payments. Non-U.S. holders that enter, or have entered, into other transactions in respect of the Underlyings or the securities should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of the securities and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or the applicable paying agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect to amounts so withheld.

 

For a discussion of the U.S. federal income tax consequences of your investment in a security, please see the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.

 

PROSPECTIVE PURCHASERS OF NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES.

 

FWP-19

 

 

TABLE OF CONTENTS    

 

 

You should only rely on the information contained in this free writing prospectus, the accompanying ETF Underlying Supplement, prospectus supplement and prospectus. We have not authorized anyone to provide you with information or to make any representation to you that is not contained in this free writing prospectus, the accompanying ETF Underlying Supplement, prospectus supplement and prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This free writing prospectus, the accompanying ETF Underlying Supplement, prospectus supplement and prospectus are not an offer to sell these Notes, and these documents are not soliciting an offer to buy these Notes, in any jurisdiction where the offer or sale is not permitted. You should not, under any circumstances, assume that the information in this free writing prospectus, the accompanying ETF Underlying Supplement, prospectus supplement and prospectus is correct on any date after their respective dates.

 

 

 

 

HSBC USA Inc.

 

$    Buffered Autocallable Yield Notes

 

 

 

 

 

January 21, 2020

 

FREE WRITING PROSPECTUS

 

     
Free Writing Prospectus    
General FWP-6  
Payment on the Notes FWP-6  
Investor Suitability FWP-7  
Risk Factors FWP-8  
Illustrative Examples FWP-12  
Information Relating to the Underlyings FWP-14  
Events of Default and Acceleration FWP-17  
Supplemental Plan of Distribution (Conflicts of Interest) FWP-17  
U.S. Federal Income Tax Considerations FWP-18  
     
ETF Underlying Supplement    
Risk Factors S-1  
Reference Sponsors and Index Funds S-9  
The Energy Select Sector SPDR® Fund S10  
The Financial Select Sector SPDR® Fund S-12  
The Health Care Select Sector SPDR® Fund S-14  
The iShares® China Large-Cap ETF S-16  
The iShares® Latin America 40 ETF S-19  
The iShares® MSCI Brazil Capped ETF S-21  
The iShares® MSCI EAFE ETF S-24  
The iShares® MSCI Emerging Markets ETF S-26  
The iShares® MSCI Mexico Capped ETF S-28  
The iShares® Transportation Average ETF S-30  
The iShares® U.S. Real Estate ETF S-31  
The Market Vectors® Gold Miners ETF S-32  
The Powershares QQQ TrustSM, Series 1 S-34  
The SPDR® Dow Jones Industrial AverageSM ETF Trust S-37  
The SPDR® S&P 500® ETF Trust S-39  
The Vanguard® FTSE Emerging Markets ETF S-41  
The WisdomTree® Japan Hedged Equity Fund S-44  
Additional Terms of the Notes S-47  
     
Prospectus Supplement    
Risk Factors S-1  
Pricing Supplement S-10  
Description of Notes S-12  
Use of Proceeds and Hedging S-36  
Certain ERISA Considerations S-37  
U.S. Federal Income Tax Considerations S-39  
Supplemental Plan of Distribution (Conflicts of Interest) S-61  
     
Prospectus    
About this Prospectus 1  
Risk Factors 2  
Where You Can Find More Information 3  
Special Note Regarding Forward-Looking Statements 4  
HSBC USA Inc. 7  
Use of Proceeds 8  
Description of Debt Securities 9  
Description of Preferred Stock 20  
Description of Warrants 25  
Description of Purchase Contracts 30  
Description of Units 33  
Book-Entry Procedures 36  
Limitations on Issuances in Bearer Form 40  
U.S. Federal Income Tax Considerations Relating to Debt Securities 41  
Plan of Distribution (Conflicts of Interest) 49  
Notice to Canadian Investors 52  
Notice to EEA Investors 53  
Notice to UK Investors 54  
UK Financial Promotion 54  
Certain ERISA Matters 55  
Legal Opinions 57  
Experts 58