}
|
This free writing prospectus (“FWP”) relates to:
|
}
|
Return of principal at maturity, subject to the credit risk of HSBC USA Inc.
|
}
|
Quarterly coupon payments at a fixed rate of 3.25% p.a. for the first two years of the term of the Notes and based upon the 3-Month LIBOR plus a spread of 1.00% p.a., subject to a cap of 6.50% p.a., thereafter.
|
Price to Public1
|
Fees and Commissions2
|
Proceeds to Issuer
|
|
Per Note
|
At variable prices
|
||
Total
|
At variable prices
|
Issuer:
|
HSBC USA Inc.
|
Issuer Rating:
|
AA- (S&P), A1 (Moody’s), AA (Fitch)†
|
Principal Amount:
|
$1,000 per Note.
|
Trade Date:
|
On or about April 13, 2011
|
Pricing Date:
|
On or about April 13, 2011
|
Original Issue Date:
|
On or about April 18, 2011
|
Maturity Date:
|
Expected to be April 18, 2018, or if such day is not a Business Day, the next succeeding Business Day.
|
Payment at Maturity:
|
On the Maturity Date, for each Note, we will pay you the Principal Amount of your Notes plus the final Coupon.
|
Coupon:
|
The Coupon is paid quarterly and is based upon the applicable Coupon Rate set forth below. The Coupon payable will be computed on the basis of a 360-day year consisting of twelve 30-day months.
|
Coupon Rate:
|
For each Coupon Payment Period between the Original Issue Date and the second anniversary of the Original Issue Date (the "Fixed Rate Payment Period"): 3.25% per annum.
For each Coupon Payment Period following the Fixed Rate Payment Period (the "Floating Rate Payment Period"): a rate per annum equal to the lesser of (a) the 3-Month LIBOR on the applicable Coupon Determination Date (as defined below) plus 1.00% per annum, and (b) the Cap, subject to the minimum Coupon Rate of 0.00% per annum. The Coupon Rate with respect to each Floating Rate Payment Period will be reset quarterly on the applicable Coupon Determination Date.
|
Coupon Payment Periods:
|
The period beginning on and including the Original Issue Date and ending on but excluding the first Coupon Payment Date, and each successive period beginning on and including a Coupon Payment Date and ending on but excluding the next succeeding Coupon Payment Date.
|
Cap:
|
6.50% per annum
|
3-Month LIBOR:
|
The London Interbank Offered Rate (British Banker’s Association) for deposits in U.S. dollars for a period of three months that appears on Reuters page “LIBOR01”, as of 11:00 a.m., London time, on the “Coupon Determination Date,” which is, with respect to any Floating Rate Coupon Period, the date which is two London Banking Days immediately preceding such Floating Rate Coupon Period. For example, we expect that July 16, 2013 (which is two scheduled London Banking Days prior to the scheduled July 18, 2013 Coupon Payment Date during the Floating Rate Payment Period) will be the Coupon Determination Date with respect to the Floating Rate Coupon Period commencing on, and including, July 18, 2013 to, and excluding October 18, 2013. If, on any date the 3-Month LIBOR is to be determined, the 3-Month LIBOR cannot be determined as described above, the calculation agent will determine the 3-Month LIBOR in accordance with the procedures set forth under “Description of Notes—LIBOR Notes” in the accompanying prospectus supplement.
|
Coupon Payment Dates:
|
The 18th calendar day of each July, October, January and April, commencing on July 18, 2011, up to and including the Maturity Date, provided that if any such day is not a Business Day, the relevant Coupon Payment Date shall be the next succeeding Business Day and interest will continue to accrue, except that if such Business Day is in the next succeeding calendar month, the Coupon Payment Date will be the immediately preceding Business Day. If the Maturity Date falls on a date that is not a Business Day, payment of the Coupon and principal will be made on the next succeeding Business Day, and no interest will accrue for the period from and after the originally scheduled Maturity Date.
|
London Banking Day:
|
A day on which commercial banks are open for business, including dealings in U.S. Dollars, in the city of London, England.
|
Business Day:
|
Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York provided that, with respect to any Coupon Payment Date during the Floating Rate Payment Period, the day is also a London Banking Day.
|
CUSIP/ISIN:
|
4042K1FL2 /
|
Form of Notes:
|
Book-Entry
|
Listing:
|
The Notes will not be listed on any U.S. securities exchange or quotation system.
|
}
|
The prospectus supplement at: http://www.sec.gov/Archives/edgar/data/83246/000114420409019785/v145824_424b2.htm
|
}
|
}
|
You are willing to make an investment based on a fixed rate during the Fixed Rate Payment Period and dependant thereafter on the 3-Month LIBOR plus a spread of 1.00%, subject to the Cap.
|
}
|
You believe the 3-Month LIBOR will generally be positive on Coupon Determination Dates by an amount sufficient to provide you with a satisfactory return on your investment.
|
}
|
You are willing to invest in the Notes based on the fixed rate of 3.25% per annum during the Fixed Rate Payment Period and a capped return thereafter equal to the Cap of 6.50% per annum, which may limit your Coupon on any Coupon Payment Date during the Floating Rate Payment Period.
|
}
|
You do not seek an investment for which there is an active secondary market.
|
}
|
You are willing to hold the Notes to maturity.
|
}
|
You are comfortable with the creditworthiness of HSBC, as Issuer of the Notes.
|
}
|
You are unwilling to invest in the Notes based on the spread of 1.00% added to the 3-Month LIBOR applicable to the corresponding Coupon Payment Dates during the Floating Rate Payment Period.
|
}
|
You are unwilling to invest in the Notes based on the Cap, which may limit the Coupons for each Floating Rate Coupon Period.
|
}
|
You are unwilling to invest in the Notes based on the Coupon Rate during the Fixed Rate Payment Period equal to the fixed rate of 3.25% per annum.
|
}
|
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 seek an investment for which there will be an active secondary market.
|
}
|
You are unable or unwilling to hold the Notes to maturity.
|
}
|
You are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of the Notes.
|
|
·
|
“— Risks Relating to All Note Issuances” and
|
|
·
|
“—Additional Risks Relating to Notes With a Reference Asset That Is a Floating Interest Rate, an Index Containing Floating Interest Rates or Based in Part on a Floating Interest Rate.”
|
·
|
interest and yield rates in the market,
|
·
|
changes in, or perceptions, about the future 3-Month LIBOR,
|
·
|
general economic conditions,
|
·
|
policies of the Federal Reserve Board regarding interest rates.
|
·
|
supply and demand among banks in London for U.S. dollar-denominated deposits with approximately a three month term,
|
·
|
sentiment regarding underlying strength in the U.S. and global economies,
|
·
|
expectations regarding the level of price inflation,
|
·
|
sentiment regarding credit quality in the U.S. and global credit markets,
|
·
|
central bank policy regarding interest rates,
|
·
|
inflation and expectations concerning inflation,
|
·
|
performance of capital markets,
|
·
|
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect markets generally and that may affect the 3-Month LIBOR,
|
·
|
the time remaining to the maturity of the Notes, and
|
·
|
the creditworthiness of the Issuer.
|
Coupon Payment Date
(expected) |
Coupon Rate Per
Annum |
Coupon
|
July 18, 2011
|
3.25%
|
$8.13
|
October 18, 2011
|
3.25%
|
$8.13
|
January 18, 2012
|
3.25%
|
$8.13
|
April 18, 2012
|
3.25%
|
$8.13
|
July 18, 2012
|
3.25%
|
$8.13
|
October 18, 2012
|
3.25%
|
$8.13
|
January 18, 2013
|
3.25%
|
$8.13
|
April 18, 2013
|
3.25%
|
$8.13
|
Hypothetical 3-Month
LIBOR |
Spread
|
Cap
|
Hypothetical Coupon
Rate Per Annum |
Hypothetical
Coupon
|
|
8.00%
|
+
|
1.00%
|
6.50%
|
6.50%
|
$16.25
|
7.00%
|
+
|
1.00%
|
6.50%
|
6.50%
|
$16.25
|
6.00%
|
+
|
1.00%
|
6.50%
|
6.50%
|
$16.25
|
5.00%
|
+
|
1.00%
|
6.50%
|
6.00%
|
$15.00
|
4.00%
|
+
|
1.00%
|
6.50%
|
5.00%
|
$12.50
|
3.80%
|
+
|
1.00%
|
6.50%
|
4.80%
|
$12.00
|
3.60%
|
+
|
1.00%
|
6.50%
|
4.60%
|
$11.50
|
3.40%
|
+
|
1.00%
|
6.50%
|
4.40%
|
$11.00
|
3.20%
|
+
|
1.00%
|
6.50%
|
4.20%
|
$10.50
|
3.00%
|
+
|
1.00%
|
6.50%
|
4.00%
|
$10.00
|
2.80%
|
+
|
1.00%
|
6.50%
|
3.80%
|
$9.50
|
2.60%
|
+
|
1.00%
|
6.50%
|
3.60%
|
$9.00
|
2.40%
|
+
|
1.00%
|
6.50%
|
3.40%
|
$8.50
|
2.20%
|
+
|
1.00%
|
6.50%
|
3.20%
|
$8.00
|
2.00%
|
+
|
1.00%
|
6.50%
|
3.00%
|
$7.50
|
1.80%
|
+
|
1.00%
|
6.50%
|
2.80%
|
$7.00
|
1.60%
|
+
|
1.00%
|
6.50%
|
2.60%
|
$6.50
|
1.40%
|
+
|
1.00%
|
6.50%
|
2.40%
|
$6.00
|
1.20%
|
+
|
1.00%
|
6.50%
|
2.20%
|
$5.50
|
1.00%
|
+
|
1.00%
|
6.50%
|
2.00%
|
$5.00
|
0.90%
|
+
|
1.00%
|
6.50%
|
1.90%
|
$4.75
|
0.80%
|
+
|
1.00%
|
6.50%
|
1.80%
|
$4.50
|
0.70%
|
+
|
1.00%
|
6.50%
|
1.70%
|
$4.25
|
0.60%
|
+
|
1.00%
|
6.50%
|
1.60%
|
$4.00
|
0.50%
|
+
|
1.00%
|
6.50%
|
1.50%
|
$3.75
|
0.40%
|
+
|
1.00%
|
6.50%
|
1.40%
|
$3.50
|
0.30%
|
+
|
1.00%
|
6.50%
|
1.30%
|
$3.25
|
0.20%
|
+
|
1.00%
|
6.50%
|
1.20%
|
$3.00
|
0.10%
|
+
|
1.00%
|
6.50%
|
1.10%
|
$2.75
|
0.00%
|
+
|
1.00%
|
6.50%
|
1.00%
|
$2.50
|
TABLE OF CONTENTS
|
You should only rely on the information contained in this free writing prospectus, the accompanying 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 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 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 prospectus supplement and prospectus is correct on any date after their respective dates.
HSBC USA Inc.
$ Fixed to Floating Rate Notes
due April 18, 2018 March 31, 2011
FREE WRITING
PROSPECTUS
|
||
Free Writing Prospectus
|
|||
General
|
FWP-3
|
||
Investor Suitability
|
FWP-4
|
||
Risk Factors
|
FWP-5
|
||
Illustrative Examples
|
FWP-7
|
||
Historical Performance of the 3-Month LIBOR
|
FWP-8
|
||
Events of Default and Acceleration
|
FWP-9
|
||
Supplemental Plan of Distribution (Conflicts of Interest)
|
FWP-9
|
||
Certain U.S. Federal Income Tax Considerations
|
FWP-9
|
||
Prospectus Supplement
|
|||
Risk Factors
|
S-3
|
||
Pricing Supplement
|
S-16
|
||
Description of Notes
|
S-16
|
||
Sponsors or Issuers and Reference Asset
|
S-37
|
||
Use of Proceeds and Hedging
|
S-37
|
||
Certain ERISA
|
S-38
|
||
Certain U.S. Federal Income Tax Considerations
|
S-39
|
||
Supplemental Plan of Distribution
|
S-52
|
||
Prospectus
|
|||
About this Prospectus
|
2
|
||
Special Note Regarding Forward-Looking Statements
|
2
|
||
HSBC USA Inc.
|
3
|
||
Use of Proceeds
|
3
|
||
Description of Debt Securities
|
4
|
||
Description of Preferred Stock
|
16
|
||
Description of Warrants
|
22
|
||
Description of Purchase Contracts
|
26
|
||
Description of Units
|
29
|
||
Book-Entry Procedures
|
32
|
||
Limitations on Issuances in Bearer Form
|
36
|
||
Certain U.S. Federal Income Tax Considerations Relating
to Debt Securities |
37
|
||
Plan of Distribution
|
52
|
||
Notice to Canadian Investors
|
54
|
||
Certain ERISA Matters
|
58
|
||
Where You Can Find More Information
|
59
|
||
Legal Opinions
|
59
|
||
Experts
|
59
|
D!\@'Z`@,"#`(4`AT")@(O`C@"00)+`E0"
M70)G`G$">@*$`HX"F`*B`JP"M@+!`LL"U0+@`NL"]0,``PL#%@,A`RT#.`-#
M`T\#6@-F`W(#?@.*`Y8#H@.N`[H#QP/3`^`#[`/Y!`8$$P0@!"T$.P1(!%4$
M8P1Q!'X$C`2:!*@$M@3$!-,$X03P!/X%#044%]@8&!A8&)P8W!D@&609J!GL&C`:=!J\&P`;1!N,&]0<'!QD'
M*P<]!T\'80=T!X8'F0>L![\'T@?E!_@("P@?"#((1@A:"&X(@@B6"*H(O@C2
M".<(^PD0"24).@E/"60)>0F/":0)N@G/">4)^PH1"B<*/0I4"FH*@0J8"JX*
MQ0K<"O,+"PLB"SD+40MI"X`+F`NP"\@+X0OY#!(,*@Q##%P,=0R.#*<,P`S9
M#/,-#0TF#4`-6@UT#8X-J0W##=X-^`X3#BX.20YD#G\.FPZV#M(.[@\)#R4/
M00]>#WH/E@^S#\\/[!`)$"800Q!A$'X0FQ"Y$-<0]1$3$3$13Q%M$8P1JA')
M$>@2!Q(F$D429!*$$J,2PQ+C$P,3(Q-#$V,3@Q.D$\43Y10&%"<4211J%(L4
MK13.%/`5$A4T%585>!6;%;T5X!8#%B86219L%H\6LA;6%OH7'1=!%V47B1>N
M%](7]Q@;&$`891B*&*\8U1CZ&2`911EK&9$9MQG=&@0:*AI1&G<:GAK%&NP;
M%!L[&V,;BANR&]H<`APJ'%(<>QRC',P<]1T>'4<=:AZ4
M'KX>Z1\3'SX?:1^4'[\?ZB`5($$@;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["
M?R-_A'_E@$>`J($*@6N!S8(P@I*"](-7@[J$'82`A..%1X6KA@Z&";`<8UY<8TVKP3X>63
M.>9ZHI>ODORRKM(MBH=Z
*O_U?5.*NQ5
MV*NQ5V*NQ5V*L1_-3_E%(/\`MLZ#_P!UNSQ5EV*NQ5V*NQ5V*NQ5V*NQ5V*N
MQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*N
MQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5C^L^1=`U.Z^O+&VG:F[5GU/
M3R+:ZE0KP>*29`'='3;XC\/%7CX.B-E\-1*(KZH_S9>J/^E00@YY?.?EVQ:X
MGFM]>TJR0&4LDD&H"!*%Y2R>M%=2HG)O22&V]7^;G\+2`QS-;PD?])_QS_33
M7<,I@GAGA2>!UEAE4/'(A#*RL*AE(V((S'(I*_`KL5=BKL5=BKL5=BKL5=BK
ML5=BK3R(B\G8*OBQH/QQ53^N6G^_X_\`@E_KAHJOCEBD%8W5P-B5(/ZL%*NQ
M5V*NQ5V*NQ5V*NQ5V*NQ5+-9_P!Z-)_YC1_R8EQ5,\5?_];U3BKL5=BKL5=B
MKL5=BK$?S4_Y12#_`+;.@_\`=;L\59=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5
M=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5
M=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL58Y)Y+6&)!I&K7^E/$S/$L
ZE>U-G2Y`A^KL3#1&B1XWX>K'QXI)Z7[O
M%49YRU36;/7/+&I^:(M/TGRYINM.TE\E\\T?"33KV&&6[]:WM([;]^]NJ?O)
MU]67[:\59U6'Z:4%WI6J_IQ_+/E&X?S.UCJX^JB$O>:O%);<3>1S6W&\B$\M
MJ6B;U(.2P_WF*O6_(4D\ODG0I)[2.PF:QMR]G#";6.+]V/A2W.\"_P`L)_NO
ML?LXJGN*NQ5V*NQ5V*NQ5V*NQ5`ZYK%OHVDW&J7,
G)E4WI.5&-Z:V,Y9"<_/@H\>#IX;7!M971A('AM;&YS.G@])V%D
M;V)E.FYS.FUE=&$O)R!X.GAM<'1K/2=835`@=&]O;&MI="`S+C`M,C@L(&9R
M86UE=V]R:R`Q+C8G/@H\/)''*4.(2],>+_.D\NUW\^?S/T+5)]+U32M-
MM[RW:CH8KBA'9E/K_$K?LMFNR=HYH&B(W\?^*>PT?L=V=J<8R8\F:4)?TL?_
M`%2^I`?]#+>>O^6#2_\`D5]5\A_*N3NC]O_%.5_H"T7\_-_IL?_5)W_0RW
MGK_E@TO_`)%7'_5?'^5
F4@,3$U+U1Y<&4O6%)E9B]76S$@,R`Q73X^ 2DID&F4VTI@3*4GQ24RV
MN2VE1D^*4GQ04RVE/M,%0DIY,%)2^TI;2FD^*4GQ24OM`I%K(V,:8<8*D-=52#++/>
M>_7!E+T]B:E-T;3X^
#1X4*MDI
MC/IG86Z''_?:\M>6INL*S_U<@OTT^Y[C`[98VP*6/DS7<.BD>KZ@=W:3E%4!
ME^PZ?[`74(;=+K5;S`E<@;C#/+^,Y$R7O\$9F0^<:944=,U"+.*/Q
MC'/NIOF8D87T`#U(#]$\I.]!Y%ZZ#]'[V^*+Z&&CY-GQ17^W_&):@KE]A!ZE
M99CQIV@%YIEC?XL\32MI-34A_J@1645[<.RG5CI)I^A[.H9UTDX)5;I@M0Q2
MABM78_0JC%$JPJA543U58[S<1CNFX6Z:8?1MJC$&TXPQ$^/#K9Q.MWE'8)8Q
M!G\;@7N,]B]$*T2[YJ,/HOW<]L>,&/?OW-Z)W,?;\L_7_T?;RBQ';W5JIC6T
MEM;3L^CY*O2]&:EU\$^B]\N](_(,
T(K7**!F)Z_`=(NZ?T;@OHM&GA=@#%](PXSI/H#7Y
MQ@@=!XNY=N,ZMWH[5.A=C5;4D^*]0R>3#;.%%:IL450*P/7;X[@.O>V,NA+0
MVJDXQ,CUP\[Q$]R3,60WCIG87R]#JADMK\=HE/UA?!?&[X022N\H470$#\A3
M&(DGQ*'8L7[^\=RPMH/0XQE8A_,-G8%QGXV=KW#U))Z.[>EZM&(0VBYF/AK1
M7.I&V$!KJFEM0"=EJ-:BJM(HTI#7*!YI6J4Y+6F>DV:#-"W2/"O->FG62;-6FC72-$O3)(TNS6IIGI%FI31/2[-"
MFN72/"7-D](\(R0>X)*=()PJ+,APYU1V9#3SH@IL)P84&O:>"I2@4KNMVA5W6N>?)&<
MT.$%0]*.$*3:S=RF`Y,-$^Y-I-J<@O4W.0R4Z(02P+5`M1$Q">M1PF(1(2VI
M6I%J.%(6N'FI%JB6H*2-O'=$#VE5BU-J."@EN`IU5;:\
?BIBP'G1%#),E,\)DE*222E)3))-.B4I*9#E/W40=4\I*73E-*1*"ET
MDTI)*4Y(