0001104659-23-030629.txt : 20230309 0001104659-23-030629.hdr.sgml : 20230309 20230309164348 ACCESSION NUMBER: 0001104659-23-030629 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230309 DATE AS OF CHANGE: 20230309 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HSBC USA INC /MD/ CENTRAL INDEX KEY: 0000083246 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132764867 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-253385 FILM NUMBER: 23720328 BUSINESS ADDRESS: STREET 1: 452 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-525-5000 MAIL ADDRESS: STREET 1: 452 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HSBC USA INC /MD/ CENTRAL INDEX KEY: 0000083246 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132764867 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 452 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-525-5000 MAIL ADDRESS: STREET 1: 452 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 FWP 1 tm238613-26_fwp.htm FREE WRITING PROSPECTUS

 

Filed Pursuant to Rule 433

Dated March 9, 2023

Registration No. 333-253385

 

Pricing Term Sheet

 

Dated March 9, 2023

 

HSBC USA Inc.

 

$1,250,000,000 5.625% Senior Notes due 2025 

 

Issuer: HSBC USA Inc.
Sole Bookrunner: HSBC Securities (USA) Inc.
Trade Date: March 9, 2023
Settlement Date:* March 17, 2023 (T+6)

 

$1,250,000,000 5.625% Senior Notes due 2025:

 

Title of Securities: Senior Notes due 2025 (the “Notes”)
Expected Security Ratings:** A1 / A- / A+ (Moody’s / S&P / Fitch)
Principal Amount: $1,250,000,000
Maturity Date: March 17, 2025
Price to the Public: 99.830% of the principal amount, plus accrued interest, if any, from March 17, 2023 to date of delivery
Underwriting Discount: 0.150%
Net proceeds to Issuer (before expenses): $1,246,000,000
Coupon (Interest Rate): 5.625%
Benchmark Treasury: UST 4.625% due February 28, 2025
Benchmark Treasury Price: 99-14 ⅝
Benchmark Treasury Yield: 4.916%
Spread to Benchmark Treasury: +80 basis points
Re-offer Yield: 5.716%
Interest Payment Dates: Semi-annually in arrears on March 17 and September 17 of each year, commencing on September 17, 2023 to, and including, the Maturity Date
Day Count / Business Day Convention: 30/360; Following, unadjusted
Minimum Denominations: $200,000 and integral multiples of $1,000 in excess thereof

 

 

 

 

CUSIP / ISIN: 40428HVL3 / US40428HVL31
Top Co-Managers:

BofA Securities, Inc.

 

Citigroup Global Markets Inc.

 

Co-Managers:

Bancroft Capital, LLC

 

Blaylock Van, LLC

 

Great Pacific Securities

 

Loop Capital Markets LLC

 

MFR Securities, Inc.

 

Multi-Bank Securities, Inc.

 

Samuel A. Ramirez & Company, Inc.

 

Stern Brothers & Co.

 

____________________

 

* Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Notes on any date prior to two business days before delivery will be required, by virtue of the fact that the Notes initially will settle in six business days (T+6), to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the second business day before the delivery of the Notes should consult their own advisor.

 

**A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

*****

 

Changes to Preliminary Prospectus

 

1.The Issuer is not offering any of the Floating Rate Notes.

 

2.Additional conforming changes are made throughout the Preliminary Prospectus to reflect the change described above.

 

*****

 

The Issuer has filed a registration statement (File No. 333-253385) (including a base prospectus dated February 23, 2021) and a preliminary prospectus supplement dated March 9, 2023 (together, the “Prospectus”) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated by reference therein that the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer or any underwriter 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.

 

 

 

 

No key information document (“KID”) required by Regulation (EU) No. 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the European Economic Area (“EEA”) has been prepared as the Notes will not be made available to any retail investor in the EEA.

 

No KID required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the United Kingdom (“UK”) by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”) (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared as the Notes will not be made available to any retail investor in the UK.

 

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.