FWP 1 tm247872d64_fwp.htm FREE WRITING PROSPECTUS

 

Filed Pursuant to Rule 433

Registration No. 333-277211

March 8, 2024

FREE WRITING PROSPECTUS

(To Prospectus dated February 21, 2024,

Prospectus Supplement dated February 21, 2024 and

Equity Index Underlying Supplement dated February 21, 2024)

 

 

Linked to the S&P 500® Index

 

►Call Premium of at least 2.325% per quarter (equivalent to at least 9.30% per annum) (to be determined on the Trade Date)

 

►Callable quarterly at the principal amount plus the applicable Call Premium on any Observation Date on or after March 7, 2025 if the Official Closing Level of the Reference Asset is at or above its applicable Call Threshold

 

►If the Notes are not called and the Reference Asset declines by more than 0.00% but less than or equal to 10.00%, you will receive your principal amount (a zero return)

 

►If the Notes are not called you will receive protection from the first 10.00% of any losses if the Reference Return of the Reference Asset is less than -10.00%, with 1.00x exposure to each 1% decline beyond 10.00%, and in such a case, you will lose some or a significant portion (up to 90.00%) of your principal amount

 

►Term: approximately 5 years, if not called

 

►All payments on the Notes are subject to the credit risk of HSBC USA Inc.

 

The Autocallable Buffered Notes with Step-up Premium (each a “Note” and collectively the “Notes”) offered hereunder will not be listed on any securities exchange or automated quotation system.

 

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 Equity Index 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. 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 in any Notes after their initial sale. Unless we or our agent inform 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-16 of this document.

 

Investment in the Notes involves certain risks. You should refer to “Risk Factors” beginning on page FWP-9 of this document, page S-1 of the accompanying prospectus supplement and page S-1 of the accompanying Equity Index Underlying Supplement.

 

The Estimated Initial Value of the Notes on the Trade Date is expected to be between $930.00 and $980.00 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-9 of this document for additional information.

 

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

1HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 0.50% per $1,000 Principal Amount in connection with the distribution of the Notes to other registered broker-dealers. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page FWP-16 of this document.

 

The Notes:

Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value

 

 

 

 

 

Indicative Terms(1)

 

Principal Amount $1,000 per  Note
Term Approximately 5 years, if not called.
Reference Asset The S&P 500® Index (Ticker: SPX)
Call Feature The Notes will be automatically called if the Official Closing Level of the Reference Asset is at or above its Call Threshold on any Call Observation Date on or after March 7, 2025. In that case, you will receive a cash payment, per $1,000 Principal Amount, equal to the Principal Amount plus the Call Premium payable on the corresponding Call Payment Date(2)
Call Threshold On a Call Observation Date, the relevant percentage of the Initial Value applicable on such Call Observation Date as described on page FWP-5 under “Call Observation Dates, Call Payment Dates, Call Premiums and Call Thresholds.”
Call Premium At least 2.325% (to be determined on the Trade Date) multiplied by the number of quarters elapsed from the Trade Date to the applicable Call Observation Date that the Notes are called)(2)
Buffer Value 90.00% of the Initial Value

Payment at Maturity per Note

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

n If the Reference Return of is less than 0.00% but greater than or equal to -10.00%:

$1,000 (a zero return)

n If the Reference Return is less than -10.00%:

$1,000 + [$1,000 × (Reference Return of the + 10.00%)]
If the Notes are not called and the Final Value is less than the Buffer Value you will receive protection from the first 10.00% of any losses, with 1.00x exposure to each 1% decline beyond a Reference Return of -10.00%. Under these circumstances you will lose some or a significant portion (up to 90.00%) of the Principal Amount at maturity.

Reference Return

Final Value – Initial Value

Initial Value

Trade Date March 6, 2024
Pricing Date March 6, 2024
Original Issue Date March 11, 2024
Final Valuation Date(3) March 7, 2029
Maturity Date(3) March 12, 2029
CUSIP/ISIN 40447AC44/US40447AC449

The Notes

 

The Notes may be suitable for investors who believe that the value of the Reference Asset will not decrease significantly over the term of the Notes.

 

If the Official Closing Level of the Reference Asset is at or above the Call Threshold on any Call Observation Date beginning on March 7, 2025, your Notes will be automatically called and you will receive a payment equal to 100% of the Principal Amount, together with the applicable Call Premium on the corresponding Call Payment Date.

 

If the Notes are not called and the Final Value is greater than or equal to the Buffer Value, you will receive a Payment at Maturity equal to 100% of the Principal Amount.

 

If the Notes are not called and the Final Value is less than its Buffer Value, you will receive protection from the first 10.00% of any losses, with 1.00x exposure to each 1% decline that the Reference Return is less than -10.00% Under these circumstances you will lose some or a significant portion (up to 90.00%) of the Principal Amount. Under these circumstances you will not receive the Call Premium and the return on your Notes will be negative.  

 

 

(1) As more fully described on page FWP-4.

(2) See “Call Premiums, Call Observation Dates, Call Payment Dates and Call Threshold” on page FWP-5.

(3)  Subject to adjustment as described under “Additional Terms of the Notes” in the accompanying Equity Index Underlying Supplement.

 

FWP-2

 

 

Illustration of Payment Scenarios

 

Your payment on the Notes will depend on whether the Notes have been called, including on the Final Valuation Date, and whether the Final Value is greater than or equal to the Buffer Value. If your Notes are not called, you will lose some or all of your Principal Amount at maturity if the Final Value is less than the Buffer Value.    
     
Information about the Reference Asset
 
The SPX is a capitalization-weighted index of 500 U.S. stocks. It is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.  
     

The graphs above illustrate the performance of the Reference Asset from February 17, 2014 through February 17, 2024. The closing values underlying the graphs above were obtained from the Bloomberg Professional® Service. Past performance is not necessarily an indication of future results. For further information on the Reference Asset please see “Description of the Reference Asset” beginning on page FWP-15 of this document. We have derived all disclosure regarding the Reference Asset 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 Reference Asset.

 

FWP-3

 

 

HSBC USA Inc.
Autocallable Buffered Notes with Step-up Premium

 

This document relates to a single offering of Autocallable Buffered Notes with Step-up Premium. The Notes will have the terms described in this document and the accompanying prospectus, prospectus supplement, and Equity Index Underlying Supplement. If the terms of the Notes offered hereby are inconsistent with those described in the accompanying prospectus, prospectus supplement, or Equity Index Underlying Supplement, the terms described in this document shall control.

 

This document relates to an offering of Notes linked to the Reference Asset. The purchaser of a Note will acquire a senior unsecured debt security of HSBC USA Inc. linked to the Reference Asset as described below. The following key terms relate to the offering of the Notes:

 

Issuer: HSBC USA Inc.
   
Principal Amount: $1,000 per Note
   
Reference Asset: The S&P 500® Index (Ticker: SPX)
   
Trade Date: March 6, 2024
   
Pricing Date: March 6, 2024
   
Original Issue Date: March 11, 2024
   
Final Valuation Date: March 7, 2029, subject to adjustment as described under “Additional Terms of the Notes—Valuation Dates” in the accompanying Equity Index Underlying Supplement.
   
Maturity Date: 3 business days after the Final Valuation Date, expected to be March 12, 2029. 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 Equity Index Underlying Supplement.
   
Call Feature: If the Official Closing Level of the Reference Asset is at or above the applicable Call Threshold on any Call Observation Date the Notes will be automatically called, and you will receive a cash payment, per $1,000 Principal Amount, equal to the Principal Amount plus the applicable Call Premium on the corresponding Call Payment Date.
   
Payment at Maturity: Unless the Notes are called, on the Maturity Date, for each $1,000 Principal Amount, we will pay you the Final Settlement Value.
   
Final Settlement Value:

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

 

■ If the Reference Return is less than 0.00% but greater than or equal to -10.00%:

 

$1,000 (a zero return)

 

■ If the Reference Return is less than -10.00%:

 

$1,000 + [$1,000 × (Reference Return of the + 10.00%)]

If the Notes are not called and the Final Value is less than the Buffer Value, you will receive protection from the first 10.00% of any losses, with 1.00x exposure to each 1% decline of the Reference Return beyond -10.00%. Under these circumstances you will lose some or a significant portion (up to 90.00%) of the Principal Amount.

   

Reference Return:

 

Final Value – Initial Value

Initial Value

 

FWP-4

 

 

Call Observation Dates, Call Payment Dates, Call Premiums and Call Threshold: Call Observation Dates Call Payment Dates Call Premium* Call Threshold
March 7, 2025 March 12, 2025 9.30% 100.00% of the Initial Value
June 9, 2025 June 12, 2025 11.625% 100.00% of the Initial Value
September 9, 2025 September 12, 2025 13.95% 100.00% of the Initial Value
December 9, 2025 December 12, 2025 16.275% 100.00% of the Initial Value
March 9, 2026 March 12, 2026 18.60% 100.00% of the Initial Value
June 9, 2026 June 12, 2026 20.925% 100.00% of the Initial Value
September 9, 2026 September 14, 2026 23.25% 100.00% of the Initial Value
December 9, 2026 December 14, 2026 25.575% 100.00% of the Initial Value
March 9, 2027 March 12, 2027 27.90% 100.00% of the Initial Value
June 9, 2027 June 14, 2027 30.225% 100.00% of the Initial Value
September 8, 2027 September 13, 2027 32.55% 100.00% of the Initial Value
December 8, 2027 December 13, 2027 34.875% 100.00% of the Initial Value
March 8, 2028 March 13, 2028 37.20% 100.00% of the Initial Value
June 7, 2028 June 12, 2028 39.525% 100.00% of the Initial Value
September 7, 2028 September 12, 2028 41.85% 100.00% of the Initial Value
December 7, 2028 December 12, 2028 44.175% 100.00% of the Initial Value
March 7, 2029
(the Final Valuation Date)		 March 12, 2029
(the Maturity Date)		 46.50% 100.00% of the Initial Value
   
  *Based on a Call Premium of at least 2.325% per quarter (equivalent to at least 9.30% per annum) (to be determined on the Trade 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 Equity Index Underlying Supplement.
   
Initial Value: The Official Closing Level of the Reference Asset on the Pricing Date.
   
Final Value: The Official Closing Level of the Reference Asset on the Final Valuation Date.
   
Buffer Value: 90.00% of the Initial Value.
   
CUSIP/ISIN: 40447AC44/US40447AC449
   
Form of Notes: Book-Entry
   
Listing: The Notes will not be listed on any securities exchange or quotation system.
   
Estimated Initial Value: The Estimated Initial Value of the Notes is expected to 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 Trade 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 Trade Date, is expected to 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 pricing supplement relating to the Notes.

 

FWP-5

 

 

GENERAL

 

This document relates to an offering of Notes linked to the Reference Asset. 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, you should not construe that fact as a recommendation as to the merits of acquiring an investment linked to the Reference Asset or any security included in 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 21, 2024, the prospectus supplement dated February 21, 2024 and the Equity Index Underlying Supplement dated February 21, 2024. If the terms of the Notes offered hereby are inconsistent with those described in the accompanying prospectus, prospectus supplement or Equity Index Underlying Supplement, the terms described in this document shall control. You should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page FWP-9 of this document, page S-1 of the prospectus supplement and page S-1 of the Equity Index 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 Equity Index Underlying Supplement) with the SEC for the offering to which this document relates. Before you invest, you should read the prospectus, prospectus supplement and Equity Index 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 Equity Index Underlying Supplement if you request them by calling toll-free 1-866-811-8049.

 

You may also obtain:

 

🞂The Equity Index Underlying Supplement at: https://www.sec.gov/Archives/edgar/data/83246/000110465924025885/tm244959d3_424b2.htm

 

🞂The prospectus supplement at: https://www.sec.gov/Archives/edgar/data/83246/000110465924025878/tm244959d1_424b2.htm

 

🞂The prospectus at: https://www.sec.gov/Archives/edgar/data/83246/000110465924025864/tm244959d13_424b3.htm

 

We are using this document 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.

 

FWP-6

 

 

PAYMENT ON THE NOTES

 

Call Feature

 

If the Official Closing Level of the Reference Asset is at or above the applicable Call Threshold on any Call Observation Date the Notes will be automatically called, and you will receive a cash payment, per $1,000 Principal Amount, equal to the Principal Amount plus the applicable Call Premium on the corresponding Call Payment Date.

 

Call Premium

 

If the Notes are called on a Call Observation Date, we will pay the applicable Call Premium on the corresponding Call Payment Date, which will be at least 2.325% per quarter (or at least $23.25 for each $1,000 Principal Amount) (to be determined on the Trade Date) multiplied by the number of quarters elapsed from the Trade Date to the applicable Call Observation Date that the Notes are called. See “Call Observation Dates, Call Payment Dates and Call Premiums” on FWP-5 for the applicable Call Premiums (to be determined on the Trade Date) to be paid on the corresponding Call Payment Dates. For information regarding the record dates applicable to the Call Premiums payable on the Notes, please see the section entitled “Description of Notes—Interest and Principal Payments—Recipients of Interest Payments” beginning on page S-17 in the accompanying prospectus supplement.

 

Payment at Maturity

 

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

 

■ If the Reference Return is less than 0.00% but greater than or equal to -10.00%:

 

$1,000 (a zero return)

 

■ If the Reference Return is less than -10.00%:

 

$1,000 + [$1,000 × (Reference Return of the + 10.00%)]

 

If the Notes are not called and the Final Value is less than the Buffer Value, you will receive protection from the first 10.00% of any losses, with 1.00x exposure to each 1% decline of the Reference Return beyond -10.00%. Under these circumstances you will lose some or a significant portion (up to 90.00%) of the Principal Amount. Under these circumstances you will not receive the Call Premium and the return on your Notes will be negative.

 

Calculation Agent

 

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

 

Reference Sponsor

 

The reference sponsor of the SPX is S&P Dow Jones Indices LLC, a division of S&P Global.

 

FWP-7

 

 

INVESTOR SUITABILITY

 

The Notes may be suitable for you if:

 

🞂You believe that the Official Closing Level of the Reference Asset will be at or above the applicable Call Threshold on one or more of the Call Observation Dates.

 

🞂You seek a Call Premium based on the performance of the Reference Asset, that will be at least at least 2.325% per quarter (to be determined on the Trade Date) if the Official Closing Level of the Reference Asset is greater than or equal to the Call Threshold on any Call Observation Date.

 

🞂You are willing to invest in the Notes based on the fact that your maximum potential return is limited to the applicable Call Premium payable on the Notes on a given Call Payment Date.

 

🞂You do not seek an investment that provides an opportunity to participate in the appreciation of the Reference Asset.

 

🞂You are willing to make an investment that is exposed to the potential downside performance of the Reference Asset if the Notes are not called on a 1-to-1 basis for each percentage point that the Reference Return declines below -10.00%.

 

🞂You are willing to lose up to 90.00% of the Principal Amount.

 

🞂You are willing to hold the Notes which will be automatically called on any Call Observation Date on which the Official Closing Level of the Reference Asset is at or above the Call Threshold, or you are otherwise willing to hold the Notes to maturity.

 

🞂You are willing to forgo guaranteed interest payments on the Notes, and the dividends or other distributions paid on the stocks included in the Reference Asset.

 

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

 

🞂You 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.

 

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

The Notes may not be suitable for you if:

 

🞂You believe that the Official Closing Level of the Reference Asset will be below the applicable Call Threshold on all of the Call Observation Dates, and the Final Value will be below the Buffer Value.

 

🞂You believe that the Call Premium, if any, will not provide you with your desired return.

 

🞂You are unwilling to invest in the Notes based on the fact that your maximum potential return is limited to the applicable Call Premium payable on the Notes on a given Call Payment Date.

 

🞂You seek an investment that provides an opportunity to participate in the appreciation of the Reference Asset.

 

🞂You are unwilling to make an investment that is exposed to the potential downside performance of the Reference Asset if the Notes are not called on a 1-to-1 basis for each percentage point that the Reference Return declines below -10.00%

 

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

 

🞂You are unable or unwilling to hold Notes that will be automatically called on any Call Observation Date on which the Official Closing Level of the Reference Asset is at or above the Call Threshold, or you are otherwise unable or unwilling to hold the Notes to maturity.

 

🞂You prefer to receive guaranteed periodic interest payments on the Notes, or the dividends or other distributions paid on the stocks included in the Reference Asset.

 

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

 

🞂You 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.

 

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

 

 

FWP-8

 

 

RISK FACTORS

 

We urge you to read the section “Risk Factors” beginning on page S-1 of the accompanying prospectus supplement and page S-1 of the accompanying Equity Index Underlying Supplement. 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 document and the accompanying prospectus, prospectus supplement and Equity Index Underlying Supplement. In addition to the risks discussed below, you should review “Risk Factors” in the accompanying prospectus supplement and Equity Index Underlying Supplement including the explanation of risks relating to the Notes described in the following sections:

 

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

 

🞂“—General Risks Related to Indices” in the Equity Index Underlying Supplement.

 

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

 

Risks Relating to the Structure or Features of the Notes

 

The Notes do not guarantee any return of principal and you may lose some or a significant portion of your Principal Amount.

 

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 called and the Final Value is less than the Buffer Value. In this case, the Payment at Maturity you will be entitled to receive will be less than the Principal Amount and you will lose 1% for each 1% that the Reference Return declines below -10.00%. You may lose some or a significant portion (up to 90.00%) of your investment at maturity. Under these circumstances you will not receive the Call Premium and the return on your Notes will be negative.

 

You may not receive the Call Premium.

 

The Notes may not be called, and in such a case you will not receive the Call Premium. If the Official Closing Level of the Reference Asset on the Final Valuation Date is less than the Buffer Level the notes will not be called, we will not pay you the Call Premium at maturity, you will not receive a positive return on the Notes, and you will lose some or all of your principal amount.

 

Your return on the Notes is limited to the Principal Amount plus the Call Premium, if any, regardless of any appreciation in the value of the Reference Asset.

 

If the Notes are called, for each $1,000 Principal Amount, you will receive $1,000 the plus the applicable Call Premium, regardless of any appreciation in the value of the Reference Asset, which may be significant. Accordingly, the return on the Notes may be significantly less than the return on a direct investment in the stocks included in the Reference Asset during the term of the Notes.

 

Higher Call Premiums or lower Buffer Values are generally associated with Reference Assets with greater expected volatility and therefore can indicate a greater risk of loss.

 

"Volatility" refers to the frequency and magnitude of changes in the value of a Reference Asset. The greater the expected volatility with respect to a Reference Asset on the Trade Date, the higher the expectation as of the Trade Date that the value of a Reference Asset could close below the Call Threshold on a Call Observation Date or the Buffer Value on the Final Valuation Date, indicating a higher expected risk of non-payment of Call Premiums or loss on the Notes. This greater expected risk will generally be reflected in a higher Call Premium than the yield payable on our conventional debt securities with a similar maturity, or in more favorable terms (such as a lower Buffer Value or a higher Call Premium ) than for similar securities linked to the performance of a Reference Asset with a lower expected volatility as of the Trade Date. You should therefore understand that a relatively higher Call Premium may indicate an increased risk of loss. Further, a relatively lower Buffer Value may not necessarily indicate that the Notes have a greater likelihood of a repayment of principal at maturity. The volatility of a Reference Asset can change significantly over the term of the Notes. The value of the Reference Asset for your Notes could fall sharply, which could result in a significant loss of principal. You should be willing to accept the downside market risk of the Reference Asset, including the potential of not receiving a Call Premium and losing some or all of your principal at maturity.

 

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

 

The payments on the Notes will be based on the Official Closing Levels of the Reference Asset 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 the Reference Asset is greater than or equal to the Call Threshold during the term of the Notes other than on a Call Observation Date but then decreases on a Call Observation Date to a value that is less than the Call Threshold, the Call Premium will not be payable for the relevant Call Payment Date. Similarly, if the Notes are not called, even if the value of the Reference Asset is greater than or equal to the 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

 

FWP-9

 

 

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 Reference Asset prior to such decrease. Although the actual values of the Reference Asset on the Maturity Date or at other times during the term of the Notes may be higher than its values on the Call Observation Dates, whether a Call Premium will be payable and the Payment at Maturity will be based solely on the Official Closing Levels of the Reference Asset on the applicable Call Observation Dates.

 

Risks Relating to the Reference Asset

 

Changes that affect a Reference Asset may affect the value of a Reference Asset and the market value of the Notes and the amount you will receive on the Notes and the amount you will receive at maturity.

 

The policies of the reference sponsor of a Reference Asset concerning additions, deletions and substitutions of the stocks included in a Reference Asset, and the manner in which the reference sponsor takes account of certain changes affecting those stocks, may affect the value of a Reference Asset. The policies of the reference sponsor with respect to the calculation of a Reference Asset could also affect the value of a Reference Asset.  The reference sponsor may discontinue or suspend calculation or dissemination of a Reference Asset. Any such actions could affect the value of a Reference Asset and the value of and the return on the Notes.

 

General Risk Factors

 

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, 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.

 

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 payments due on the Notes.

 

The Estimated Initial Value of the Notes, which will be determined by us on the Trade Date, is expected to 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 Trade Date and is expected to be less than the price to public. The Estimated Initial Value will reflect our and our affiliates’ internal funding rate, which is the borrowing rate paid 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 Trade Date is expected to 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 value of the Reference Asset and changes in market conditions, and

 

FWP-10

 

 

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.

 

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 Trade 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.

 

You will not have any ownership interest in the stocks included in a Reference Asset.

 

As a holder of the Notes, you will not have any ownership interest in the stocks included in a Reference Asset, such as rights to vote, dividend payments or other distributions. Because the return on the Notes will not reflect any dividends on those stocks, the Notes may underperform an investment in the stocks included in a Reference Asset.

 

The Notes lack liquidity.

 

The Notes will not be listed on any securities exchange or automated quotation system. 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.

 

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.

 

FWP-11

 

 

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 the Reference Asset relative to the Initial Value. We cannot predict the Official Closing Level of the Reference Asset on any Call Observation Date, including 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 Reference Asset or the return on the Notes.

 

The table and examples below illustrate how the Call Premium and the Payment at Maturity would be calculated with respect to a $1,000 investment in the Notes, given a range of hypothetical performances of the Reference Asset. The hypothetical returns on the Notes below are numbers, expressed as percentages, that result from comparing the Payment at Maturity per $1,000 Principal Amount to $1,000. The numbers appearing in the following table and examples may have been rounded for ease of analysis. The following table and examples assume the following:

 

🞂     Principal Amount: $1,000
🞂     Hypothetical Initial Value: 1,000.00*
🞂     Hypothetical Call Threshold: On a Call Observation Date, the relevant percentage of the Initial Value applicable on such Call Observation Date as described on page FWP-5 under “Call Observation Dates, Call Payment Dates, Call Premiums and Call Thresholds.”
🞂     Hypothetical Buffer Value: 900.00 (90.00% of the Initial Value)
🞂     Hypothetical Call Premium: 2.325% per quarter (or $23.25 for each $1,000 Principal Amount) multiplied by the number of quarters elapsed from the Trade Date to the applicable Call Observation Date that the Notes are called. The actual Call Premium will be at least 9.30% per annum and will be determined on the Trade Date. See “Call Observation Dates, Call Payment Dates and Call Premiums” on FWP-5.

 

* The hypothetical Initial Value of 1,000.00 used in the examples below has been chosen for illustrative purposes only and does not represent the actual Initial Value. The actual Initial Value of the Reference Asset will be determined on the Pricing Date and set forth in the final pricing supplement to which this free writing prospectus relates.

 

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
Initial Value 1,000.00 1,000.00 1,000.00 1,000.00
Call Threshold 1,000.00 1,000.00 1,000.00 1,000.00
Buffer Value 900.00 900.00 900.00 900.00
Call Observation Dates Official Closing Level / Percentage Change    
1st Call Observation Date

1,200.00 / 120.00%

Call Premium: $93.00

970.00 / -3.00%

Call Premium: $0.00

910.00/ -9.00%

Call Premium: $0.00

810.00 / -19.00%

Call Premium: $0.00

2nd Call Observation Date to the 16th Call Observation Date N/A

810.00 / -19.00%

Call Premium: $0.00

810.00 / -19.00%

Call Premium: $0.00

810.00 / -19.00%

Call Premium: $0.00

Final Valuation Date N/A

1,200.00 / 120.00%

Call Premium: $465.00

 930.00 / -7.00% 670.00 / -33.00%
Payment if Notes are Called prior to the Final Valuation Date $1,093.00 N/A N/A N/A
Payment at Maturity N/A $1,465.00 $1,000.00 $1,000 + [$1,000 x
(-33.00%+ 10.00%)] = $770.00
Return of the Notes 9.30% 46.50% 0.00% 23.00%

 

FWP-12

 

 

Example 1—The Official Closing Level of the Reference Asset on the first Call Observation Date is greater than or equal to the applicable Call Threshold.

 

Initial Value   Official Closing Level
1,000.00   1,200.00 (120.00% of Initial Value)

 

   
Payment Upon a Call: $1,093.00

 

Because the Official Closing Level of the Reference Asset on the first Call Observation Date is at or above the applicable Call Threshold, the Notes will be called and you will receive $1,093.00 per Note, reflecting the Principal Amount plus the applicable Call Premium, resulting in a 9.30% return on the Notes. No extra payment will be made on account of the Reference Asset closing above the Initial Value.

 

Example 2—The Official Closing Level of the Reference Asset on the Final Valuation Date is greater than or equal to the applicable Call Threshold.

 

Initial Value   Final Value
1,000.00   1,200.00 (120.00% of Initial Value)

 

   
Payment Upon a Call: $1,465.00

 

Because the Official Closing Level of the Reference Asset on the Final Valuation Date is at or above the applicable Call Threshold, the Notes will be called and you will receive $1,465.00 per Note, reflecting the Principal Amount plus the applicable Call Premium, resulting in a 46.50% return on the Notes. No extra payment will be made on account of the Reference Asset closing above the Initial Value.

 

Example 3— The Notes are not called and the Final Value is greater than or equal to the Buffer Value.

 

Initial Value   Final Value
1,000.00   930.00 (93.00% of Initial Value)

 

   
Reference Return: -7.00%
Payment at Maturity: $1,000.00

 

Because the Final Value is less the Call Threshold but greater than or equal to the Buffer Value, you will receive $1,000.00 per Note, reflecting the Principal Amount, resulting in a 0.00% return on the Notes, even though the value of the Reference Asset has declined.

 

FWP-13

 

 

Example 4—The Notes are not called, and the Final Value is less than the Buffer Value.

 

Initial Value   Final Value
1,000.00   670.00 (67.00% of Initial Value)

 

   
Reference Return: -33.00%
Payment at Maturity: $770.00

 

Because the Final Value is less than the Buffer Value, you will receive $770.00 per $1,000 Principal Amount, calculated as follows:

 

Final Settlement Value = $1,000 + [$1,000 x (-33.00% +10.00%)] = $770.00

 

You will not receive a Call Premium, resulting in a -33.00% return on the Notes.

 

If the Notes are not called and the Final Value is less than the Buffer Value, you will be exposed to any decrease in the value of the Reference Asset below its Buffer Value on a 1:1 basis and could lose some or a significant portion (up to 90.00%) of your principal at maturity.

 

FWP-14

 

 

DESCRIPTION OF THE REFERENCE ASSET

 

Description of the SPX

 

The SPX is a capitalization-weighted index of 500 U.S. stocks. It is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.

 

For more information about the SPX, see “The S&P 500® Index” beginning on page S-54 of the accompanying Equity Index Underlying Supplement.

Historical Performance of the SPX

 

The following graph sets forth the historical performance of the SPX based on the daily historical closing values from February 17, 2014 through February 17, 2024. We obtained the closing values below from the Bloomberg Professional® service. We have not undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from the Bloomberg Professional® service.

 

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

 

FWP-15

 

 

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 document except that in such a case, the scheduled trading day immediately preceding the date of acceleration will be used as the Final Valuation Date for purposes of determining the Reference Return of the Reference Asset, and the accelerated Maturity Date will be three business days after the accelerated Final Valuation Date. If a Market Disruption Event exists with respect to the Reference Asset 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.

 

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 document. HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 0.50% per $1,000 Principal Amount 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. We or one of our affiliates may pay a fee to one or more broker dealers for providing certain services with respect to this offering, which may reduce the economic terms of the notes to you.

 

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.

 

See “Supplemental Plan of Distribution (Conflicts of Interest)” on page S-87 in the prospectus supplement.

 

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.

 

U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

There is no direct legal authority as to the proper tax treatment of the Notes, and therefore significant aspects of the tax treatment of the Notes are uncertain as to both the timing and character of any inclusion in income in respect of the Notes. Under one approach, a Note should be treated as a pre-paid executory contract with respect to the Reference Asset. We intend to treat the Notes consistent with this approach. Pursuant to the terms of the Notes, you agree to treat the Notes 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 Note as a pre-paid executory contract with respect to the Reference Asset. Pursuant to this approach, we do not intend to report any income or gain with respect to the Notes prior to their maturity or an earlier sale, call or exchange and we intend to treat any gain or loss upon maturity or an earlier sale, call or exchange as long-term capital gain or loss, provided you have held the Note for more than one year at such time for U.S. federal income tax purposes. If the Notes are held by the same United States holder until maturity, that holder’s holding period will generally include the maturity date.

 

We will not attempt to ascertain whether any of the entities whose stock is included in the Reference Asset 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 one or more of the entities whose stock is included in the Reference Asset 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 entities whose stock is included in the Reference Asset and consult your tax advisor regarding the possible consequences to you if one or more of the entities whose stock is included in the Reference Asset is or becomes a PFIC or a USRPHC.

 

FWP-16

 

 

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 Notes 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 Notes.

 

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, 2025. Based on the Issuer’s determination that the Notes are not “delta-one” instruments, non-U.S. holders should not be subject to withholding on dividend equivalent payments, if any, under the Notes. However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting the Reference Asset or the Notes, and following such occurrence the Notes 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 Reference Asset or the Notes should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of the Notes 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 Note, 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-17

 

 

TABLE OF CONTENTS    

You should only rely on the information contained in this document, the accompanying Equity Index 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 document, the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This document, the accompanying Equity Index 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 document, the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus is correct on any date after their respective dates.

 

 

 

 

 

 

 

 

 

HSBC USA Inc.

 

 

 

$   
Autocallable Buffered Notes with Step-up Premium Linked to the
S&P 500® Index

 

 

 

 

 

 

 

 

 

 

 

 

March 8, 2024

 

 

 

 

Free Writing Prospectus

Free Writing Prospectus    
General FWP-6  
Payment on the Notes FWP-7  
Investor Suitability FWP-8  
Risk Factors FWP-9  
Illustrative Examples FWP-12  
Description of the Reference Asset FWP-15  
Events of Default and Acceleration FWP-16  
Supplemental Plan of Distribution (Conflicts of Interest) FWP-16  
U.S. Federal Income Tax Considerations FWP-16  
Equity Index Underlying Supplement    
Disclaimer ii  
Risk Factors S-1  
The DAX® Index S-8  
The Dow Jones Industrial Average® S-10  
The EURO STOXX 50® Index S-12  
The EURO STOXX® Banks Index S-14  
The FTSE® 100 Index S-16  
The Hang Seng® Index S-17  
The Hang Seng China Enterprises Index S-19  
The KOSPI 200 Index S-21  
The MSCI Indices S-23  
The NASDAQ 100 Index® S-30  
The Nikkei Stock Average S-33  
The NYSE® FANG+™ Index S-35  
The PHLX Housing Sector Index S-40  
The Russell 2000® Index S-44  
The S&P 100® Index S-47  
The S&P 500® Index S-54  
The S&P 500® Low Volatility Index S-61  
The S&P BRIC 40 Index S-64  
The S&P MidCap 400® Index S-67  
The S&P/ASX 200 Index S-74  
The S&P 500® ESG Index S-77  
The TOPIX® Index S-82  
The Swiss Market Index S-84  
Additional Terms of the Notes S-86  
Prospectus Supplement    
Risk Factors S-1  
Pricing Supplement S-12  
Description of Notes S-14  
Use of Proceeds and Hedging S-58  
Certain ERISA and Related Considerations S-59  
U.S. Federal Income Tax Considerations S-61  
Supplemental Plan of Distribution (Conflicts of Interest) S-87  
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. 6  
Use of Proceeds 7  
Description of Debt Securities 8  
Description of Preferred Stock 19  
Description of Warrants 24  
Description of Purchase Contracts 29  
Description of Units 32  
Book-Entry Procedures 35  
Limitations on Issuances in Bearer Form 39  
U.S. Federal Income Tax Considerations Relating to Debt Securities 40  
Certain European Union Tax Considerations Relating to Debt Securities 48  
Plan of Distribution (Conflicts of Interest) 49  
Notice to Canadian Investors 52  
Notice to EEA Investors 53  
Notice to U.K. Investors 54  
U.K. Financial Promotion 54  
Certain ERISA and Related Matters 55  
Legal Opinions 57  
Experts 58