Calculation of Registration Fee
| Title of Each Class of Securities Offered |
Maximum Aggregate Offering Price |
Amount of Registration Fee(1) | ||
| Debt Securities | $1,000,000 | $116.20 |
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-180289
PRICING SUPPLEMENT
Dated December 26, 2014
(To Prospectus dated March 22, 2012,
Prospectus Supplement dated March 22, 2012 and
Equity Index Underlying Supplement dated March 22, 2012 and
ETF Underlying Supplement dated March 22, 2012)
HSBC USA Inc.
Autocallable Plus Notes
| } | $1,000,000 Autocallable Plus Notes linked to the Russell 2000® Index and the iShares® NASDAQ Biotechnology ETF |
| } | 12-month term |
| } | Quarterly contingent coupon payments at a rate of 15.00% per annum, payable if the closing value of each Underlying on the applicable Observation Date is greater than or equal to 80% of its initial value |
| } | Contingent return of principal |
| } | If the Notes are not called, full exposure to declines in the least performing Underlying if its return is less than -20% |
| } | Callable quarterly on or after June 30, 2015 at par plus the applicable contingent coupon if the value of each Underlying is at or above its Initial Value |
| } | All payments on the notes are subject to the credit risk of HSBC USA Inc. |
The Autocallable Plus Notes (each a “Note” and collectively the “Notes”) offered hereunder will not be listed on any U.S. 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, Equity Index Underlying 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 this pricing supplement in market-making transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-17 of this pricing supplement.
Investment in the Notes involves certain risks. You should refer to “Risk Factors” beginning on page PS-7 of this document, page S-3 of the accompanying prospectus supplement page S-1 of the accompanying Equity Index Underlying Supplement and page S-2 of the accompanying ETF Underlying Supplement.
The Estimated Initial Value of the Notes on the Pricing Date is $976 per Note, which is 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 PS-3 and “Risk Factors” beginning on page PS-7 of this document for additional information.
| Price to Public | Underwriting Discount1 | Proceeds to Issuer | |
| Per Note | $1,000 | $0 | $1,000 |
| Total | $1,000,000 | $0 | $1,000,000 |
1See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-16 of this pricing supplement.
HSBC USA Inc. 12-Month Autocallable Plus Notes |
 |
HSBC USA Inc.
12-Month Autocallable Plus Notes
This pricing supplement relates to a single offering of Autocallable Plus Notes. The offering will have the terms described in this pricing supplement and the accompanying prospectus supplement, prospectus, Equity Index Underlying Supplement and ETF Underlying Supplement. If the terms of the Notes offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus, Equity Index Underlying Supplement, or ETF Underlying Supplement, the terms described in this pricing supplement shall control.
This pricing supplement relates to an offering of Notes linked to the performance of Russell 2000® Index and the iShares® NASDAQ Biotechnology ETF. 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 Russell 2000® Index (“RTY”) and the iShares® NASDAQ Biotechnology ETF (“IBB”) (each, an “Underlying” and together the “Underlyings”). |
| Trade Date: | December 26, 2014 |
| Pricing Date: | December 26, 2014 |
| Original Issue Date: | December 31, 2014 |
| Final Valuation Date: | December 28, 2015, subject to adjustment as described under “Additional Terms of the Notes—Valuation Dates” in the accompanying Equity Index Underlying Supplement and ETF Underlying Supplement. |
| Maturity Date: | December 31, 2015. 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 and ETF Underlying Supplement. |
| Call Feature: | We will automatically call the Notes if the Official Closing Value of each Underlying is at or above its Initial Value on any Observation Date. If the Notes are automatically called, you will receive a cash payment, per $1,000 Principal Amount of Notes, equal to the Principal Amount plus the Contingent Coupon payment payable on the corresponding Call Payment Date. |
| 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: 4 If the Final Return of the Least Performing Underlying is greater than or equal to -20%: $1,000. 4 If the Final Return of the Least Performing Underlying is less than -20%: $1,000 + ($1,000 × Final Return of the Least Performing Underlying). If the Final Value of the Least Performing Underlying is less than its Trigger Value, you may lose up to 100% of the Principal Amount. |
| Trigger Value: | For each Underlying, 80% of the Initial Value of that Underlying (972.169 as to the RTY, and $245.29 as to the IBB). |
| Least Performing Underlying: | The Underlying with the lowest Final Return. |
| Observation Dates: | March 26, 2015, June 25, 2015, September 25, 2015 and December 28, 2015 (the Final Valuation Date). The Observation Dates are subject to postponement as described under “Additional Terms of the Notes—Valuation Dates” in the accompanying Equity Index Underlying Supplement and ETF Underlying Supplement. |
| PS-2 |
| Call Payment Dates: | June 30, 2015, September 30, 2015 and December 31, 2015 (the Maturity Date). The Call Payment Dates are subject to postponement as described under “Additional Terms of the Notes—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Equity Index Underlying Supplement and ETF Underlying Supplement. |
| Annual Contingent Coupon Rate (payable quarterly): | 15.00% per annum, payable at 3.75% of the Principal Amount per quarter. |
| Contingent Coupon: |
If the Official Closing Value of each Underlying is greater than or equal to its Coupon Trigger on any Observation Date, you will receive the Contingent Coupon on the applicable Coupon Payment Date. If the Official Closing Value of any Underlying is less than its Coupon Trigger on any Observation Date, the Contingent Coupon applicable to such Observation Date will not be payable and we will not make any payment to you on the relevant Coupon Payment Date. You may not receive any Contingent Coupon Payments over the term of the Notes.
|
| Coupon Trigger: | For each Underlying, 80% of its Initial Value (972.169 as to the RTY, and $245.29 as to the IBB). |
| Coupon Payment Dates: | March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015 (the Maturity Date). The Coupon Payment Dates are subject to postponement as described under “Additional Terms of the Notes—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Equity Index Underlying Supplement and ETF Underlying Supplement. |
|
Final Return:
|
With respect to each Underlying, the quotient, expressed as a percentage, calculated as follows: Final Value – Initial Value Initial Value |
| Initial Value: | 1,215.211 with respect to the RTY and $306.61 with respect to the IBB, in each case the Official Closing Value of the relevant Underlying on the Pricing Date. |
| Final Value: | With respect to the RTY, its Official Closing Value on the Final Valuation Date. With respect to the IBB, its Official Closing Value on the Final Valuation Date, subject to adjustment by the calculation agent as described under “Additional Terms of the Notes—Antidilution and Reorganization Adjustments” in the accompanying ETF Underlying Supplement. |
| Official Closing Value: | The closing level or closing price, as applicable, of the relevant Underlying on any scheduled trading day as determined by the calculation agent based upon the value displayed on the relevant Bloomberg Professional® service page (with respect to the RTY, “RTY <INDEX>” and with respect to the IBB, “IBB UP <EQUITY>”), or, for each Underlying, any successor page on the Bloomberg Professional® service or any successor service, as applicable. |
| CUSIP/ISIN: | 40433BWF1/US40433BWF11 |
| 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 is 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. See “Risk Factors—The Estimated Initial Value of the Notes, which was determined by us on the Pricing Date, is less than the price to public and may differ from the market value of the Notes in the secondary market, if any.” |
| PS-3 |
GENERAL
This pricing supplement 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. Although the offering of Notes relates to the Underlyings, you should not construe that fact as a recommendation as to the merits of acquiring an investment in any Underlying or as to the suitability of an investment in the Notes.
You should read this document together with the prospectus dated March 22, 2012, the prospectus supplement dated March 22, 2012, the Equity Index Underlying Supplement dated March 22, 2012 and the ETF Underlying Supplement dated March 22, 2012. If the terms of the Notes offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus, Equity Index Underlying Supplement or ETF Underlying Supplement, the terms described in this pricing supplement shall control. You should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page PS-7 of this pricing supplement, beginning on page S-3 of the prospectus supplement, page S-1 of the Equity Index Underlying Supplement and on page S-2 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, an Equity Index Underlying Supplement and an ETF Underlying Supplement) with the SEC for the offering to which this pricing supplement relates. Before you invest, you should read the prospectus, prospectus supplement, Equity Index Underlying 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, Equity Index Underlying Supplement and ETF Underlying Supplement if you request them by calling toll-free 1-866-811-8049.
You may also obtain:
| } | The Equity Index Underlying Supplement at: http://www.sec.gov/Archives/edgar/data/83246/000114420412016693/v306691_424b2.htm |
| } | The ETF Underlying Supplement at: http://www.sec.gov/Archives/edgar/data/83246/000114420412016689/v306692_424b2.htm |
| } | The prospectus supplement at: http://www.sec.gov/Archives/edgar/data/83246/000104746912003151/a2208335z424b2.htm |
| } | The prospectus at: http://www.sec.gov/Archives/edgar/data/83246/000104746912003148/a2208395z424b2.htm |
PAYMENT ON THE NOTES
Call Feature
The Notes will be automatically called if the Official Closing Value of each Underlying is at or above its Initial Value on any Observation Date. If the Notes are automatically called, investors will receive a cash payment, per $1,000 Principal Amount of Notes, equal to the Principal Amount, together with the applicable Contingent Coupon.
Coupon
We will pay a quarterly Contingent Coupon payment on a Coupon Payment Date if the Official Closing Value of each Underlying on the applicable Observation Date is equal to or greater than its Coupon Trigger. Otherwise, no coupon will be paid on such Coupon Payment Date. For information regarding the record dates applicable to the Coupons paid on the Notes, please see the section entitled “Recipients of Interest Payments” on page S-11 in the accompanying prospectus supplement. The Contingent Coupon Rate is 15.00% per annum, and if due, is payable in quarterly installments. The expected Coupon Payment Dates are set forth above.
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:
| } | If the Final Return of the Least Performing Underlying is greater than or equal to -20%: |
$1,000
| } | If the Final Return of the Least Performing Underlying is less than -20%: |
$1,000 + ($1,000 × Final Return of the Least Performing Underlying).
If the Final Value of the Least Performing Underlying is less than the Trigger Value, you may lose up to 100% of the Principal Amount.
Business Day
A “business day” means 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.
| PS-4 |
Payment When Offices or Settlement Systems Are Closed
If any payment is due on the Notes on a day that would otherwise be a “business day” but is a day on which the office of a paying agent or a settlement system is closed, we will make the payment on the next business day when that paying agent or system is open. Any such payment will be deemed to have been made on the original due date, and no additional payment will be made on account of the delay.
Calculation Agent
We or one of our affiliates will act as calculation agent with respect to the Notes.
Reference Sponsor and Reference Issuer
With respect to the RTY, the Russell Investment Group is the reference sponsor. With respect to the IBB, iShares, Inc. is the reference issuer.
| PS-5 |
INVESTOR SUITABILITY
The Notes may be suitable for you if:
| } | You believe that the Official Closing Value of each of the Underlyings will not be below its Trigger Value on the Final Valuation Date. |
| } | You are willing to make an investment that is potentially exposed to downside performance of the Least Performing Underlying on a 1-to-1 basis. |
| } | You are willing to hold Notes that will be automatically called on any Observation Date on or after June 25, 2015 on which the Official Closing Value of each Underlying is at or above its Initial Value. |
| } | You seek a contingent quarterly Coupon, based on the performance of the Underlyings, that will be equal to the Contingent Coupon Rate if the Official Closing Value of each Underlying is greater than or equal to its Coupon Trigger on the applicable Observation Date. |
| } | You are willing to be exposed to the possibility of early redemption. |
| } | You are willing to forgo dividends or other distributions paid to holders of the Underlyings. |
| } | You are willing to hold the Notes to maturity. |
| } | 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 Value of one or more of the Underlyings will be below its Trigger Value on the Final Valuation Date. |
| } | You are unwilling to make an investment that is potentially exposed to downside performance of the Least Performing Underlying on a 1-to-1 basis. |
| } | You are unable or unwilling to hold Notes that will be automatically called on any Observation Date on or after June 25, 2015 on which the Official Closing Value of each Underlying is at or above its Initial Value, or you are otherwise unable or unwilling to hold the Notes to maturity. |
| } | You believe the Contingent Coupon will not provide you with your desired return. |
| } | You are unwilling to be exposed to the possibility of early redemption. |
| } | You prefer to receive guaranteed periodic interest payments on the Notes, or the dividends or other distributions paid on the Underlyings. |
| } | You prefer a product that provides upside participation in the Underlyings, as opposed to the Contingent Coupon being offered with respect to your Notes. |
| } | 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. |
| PS-6 |
RISK FACTORS
We urge you to read the section “Risk Factors” beginning on page S-3 in the accompanying prospectus supplement, and either page S-1 of the accompanying Equity Index Underlying Supplement and on page S-2 of the accompanying ETF Underlying Supplement. Investing in the Notes is not equivalent to investing directly in any of the stocks comprising or 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 pricing supplement and the accompanying prospectus, prospectus supplement, Equity Index Underlying Supplement and ETF Underlying Supplement.
In addition to the risks discussed below, you should review “Risk Factors” in the accompanying prospectus supplement, Equity Index Underlying Supplement and ETF 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; |
| } | “— General Risks Related to Indices” in the Equity Index Underlying Supplement; and |
| } | “— General Risks Related to Index Funds” 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 return of principal and you may lose all 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 automatically called and the Final Value of the Least Performing Underlying is less than its Trigger 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 its Initial Value. You may lose up to 100% of your investment at maturity
You may not receive any Contingent Coupons.
We will not necessarily make periodic coupon payments on the Notes. If the Official Closing Value of any Underlying on an Observation Date is less than the Coupon Trigger, we will not pay you the Contingent Coupon applicable to such Observation Date. If on each of the Observation Dates, the Official Closing Value of any Underlying is less than the Coupon Trigger, we will not pay you any Contingent Coupons during the term of, and you will not receive a positive return on, the Notes. Generally, this non-payment of the Contingent Coupon coincides with a period of greater risk of principal loss on the Notes.
Your return on the Notes is limited to the principal amount plus the Contingent Coupons, if any, regardless of any appreciation in the value of the Reference Asset.
For each $1,000 in principal amount of the Notes, you will receive $1,000 at maturity plus the Contingent Coupon if the Final Value of each Underlying is equal to or greater than its Trigger Value (and Coupon Trigger), regardless of any appreciation in the value of the Underlying, which may be significant. Accordingly, the return on the Notes may be significantly less than the return on a direct investment in the Underlyings during the term of the Notes.
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 payments to be made on the Notes, including the Contingent Coupons and 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 Final Return of the Least Performing Underlying.
If the Notes are not automatically called, your return will be based on the Final 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 the Principal Amount if the Final Value of the Least Performing Underlying is less than its Trigger 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.
The Notes may be automatically called prior to the Maturity Date.
If the Notes are automatically called early, the holding period over which you will receive coupon payments could be as little as six 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 level of risk in the event the Notes are automatically called prior to the Maturity Date.
| PS-7 |
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 value 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 any of the Underlyings would not be mitigated by the appreciation of the other Underlying. Instead, your return would depend on the Least Performing Underlying.
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 payments due on the Notes.
The Estimated Initial Value of the Notes, which was determined by us on the Pricing Date, is 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 was calculated by us on the Pricing Date and is less than the price to public. The Estimated Initial Value reflects our internal funding rate, which is the borrowing rate we use 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 levels 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 determined 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 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 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 we may initially use for customer account statements, if we provide any customer account statements at all, may exceed the Estimated Initial Value on the Pricing Date for a temporary period expected to be approximately three 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.
| PS-8 |
The amount payable on the Notes is not linked to the values of the Underlyings at any time other than the Observation Dates, including the Final Valuation Date.
The payments on the Notes will be based on the Official Closing Values of the Underlyings on the 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 Coupon Trigger during the term of the Notes other than on an Observation Date but then decreases on an Observation Date to a value that is less than its Coupon Trigger, no Contingent Coupon will be payable on the applicable Coupon Payment Date. Similarly, if the Notes are not called, even if the value of the Least Performing Underlying is greater than or equal to its Trigger 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 Trigger 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 Observation Dates, whether each Contingent Coupon will be payable and the Payment at Maturity will be based solely on the Official Closing Values of the Underlyings on the applicable 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.
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.
Small-capitalization risk.
The RTY tracks companies that may be considered small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the respective index level may be more volatile than an investment in stocks issued by larger companies. Stock prices of small-capitalization companies may also be more vulnerable than those of larger companies to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded, making it difficult for the RTY to track them. In addition, small-capitalization companies are often less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies are often subject to less analyst coverage and may be in early, and less predictable, periods of their corporate existences. These companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and competitive strengths than large-capitalization companies, and are more susceptible to adverse developments related to their products.
Risks associated with the biotechnology and pharmaceutical industries.
The IBB invests in biotechnology and pharmaceutical companies. Market or economic factors impacting biotechnology and pharmaceutical companies and companies that rely heavily on the healthcare industry could have a major effect on the value of the IBB’s investments. The healthcare sector may be affected by government regulations and government healthcare programs, increases or decreases in the cost of medical products and services and product liability claims, among other factors. Many healthcare companies are heavily dependent on patent protection, and the expiration of a patent may adversely affect their profitability. Healthcare companies are subject to competitive forces that may result in price discounting, and may be thinly capitalized and susceptible to product obsolescence. Companies in the pharmaceuticals industry may be affected by industry competition, dependencies on a limited number of products, obsolescence of products, government approvals and regulations, loss or impairment of intellectual property rights and litigation regarding product liability. As a result, the IBB will be more volatile than an exchange-traded fund whose sector(s) is more diversified.
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.
| PS-9 |
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 from its Initial Value. We cannot predict the Official Closing Value of any Underlying on any 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 the return on the Notes.
The table and examples below illustrate how the Contingent Coupon and the Payment at Maturity would be calculated with respect to a $1,000 investment in the Notes, given a range of hypothetical Underlying performances. 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. You should consider carefully whether the Notes are suitable to your investment goals. The following table and examples assume the following:
| } | Principal Amount: | $1,000 |
| } | Hypothetical Initial Value: | As set forth in the tables below. |
| } | Trigger Value: | 80% of the Initial Value of each Underlying |
| } | Coupon Trigger: | 80% of the Initial Value of each Underlying |
| } | Annual Coupon Rate (paid quarterly): | 15.00% per annum (3.75% for each quarter in which it is payable). If the Official Closing Value of each Underlying on every Coupon Observation Date is greater than or equal to its Coupon Trigger, the Contingent Coupon paid over the term of the Notes would total $150 per $1,000 Principal Amount of the Notes. |
| Notes Are Called on the Second Observation Date | Notes Are Not Called on Any Observation Date | |||||
| Example 1 | Example 2 | Example 3 | ||||
| RTY | IBB | RTY | IBB | RTY | IBB | |
| Initial Value | 100 | 100 | 100 | 100 | 100 | 100 |
| Trigger Value | 80 | 80 | 80 | 80 | 80 | 80 |
| Coupon Trigger | 80 | 80 | 80 | 80 | 80 | 80 |
| Official Closing Values / Percentage Changes on the Second Observation Date |
120/ 20% |
110/ 10% |
N/A | N/A | N/A | N/A |
| Official Closing Values / Percentage Changes on the Final Observation Date | N/A | N/A |
90/ -10% |
80/ -20% |
105/ 5% |
60/ -40% |
| Number of Observation Dates on which the Official Closing Value of each Underlying >= Coupon Trigger / Total Number of Observation Dates | 1/2 | 2/4 | 2/4 | |||
| Contingent Coupon payment amounts over the term of the Notes | 1 x $37.50 = $37.50 | 2 x $37.50 = $75.00 | 2 x $37.50 = $75.00 | |||
| Payment at Maturity | N/A | $1,000 | $600 | |||
| Return of the Notes | 3.75% | 7.50% | -32.50% | |||
| PS-10 |
Example 1—The Official Closing Value of each Underlying on the second Observation Date is greater than or equal to its Initial Value and each Underlying closed at or above its Coupon Trigger on 1 of 2 Observation Dates
Because the Official Closing Value of each Underlying on the second Observation Date is at or above its Initial Value, the Notes will be called and you will receive $1,037.50 per Note, reflecting the Principal Amount plus the Contingent Coupon, resulting in a 3.75% return on the Notes.
Example 2— The Notes are not called, the Final Value of the Least Performing Underlying is greater than or equal to its Trigger Value and Coupon Trigger, and each Underlying closed at or above its Coupon Trigger on 2 of 4 Observation Dates.
Because the Final Value of the Least Performing Underlying is greater than or equal to the Trigger Value and Coupon Trigger, you will receive $1,037.50 per Note, reflecting the Principal Amount plus the final Contingent Coupon. When added to the Contingent Coupon payments of $37.50 received in respect of prior Observation Dates, we will have paid you a total of $1,075.00 per Note, resulting in a 7.50% return on the Notes.
Example 3— The Notes are not called, the Final Value of the Least Performing Underlying is less than its Trigger Value, and each Underlying closed at or above its Coupon Trigger on 2 of the 4 Observation Dates.
Because the Final Value of the Least Performing Underlying is less than its Trigger Value, you will receive $600 per $1,000 in Principal Amount, calculated as follows:
Payment at Maturity = $1,000 + ($1,000 × -40.00%) = $600.00
When added to the Contingent Coupon payments of $75.00 received in respect of prior Observation Dates, we will have paid you total of $675.00, resulting in a -32.50% return on the Notes.
If the Notes are not called and the Final Value of the Least Performing Underlying is less than its Trigger Value, you will be exposed to any decrease in the value of the Least Performing Underlying on a 1:1 basis and could lose up to 100% of your principal at maturity.
| PS-11 |
|
INFORMATION RELATING TO THE UNDERLYINGS
| |
|
Description of the RTY The RTY is designed to track the performance of the small capitalization segment of the United States equity market. All 2,000 stocks are traded on the New York Stock Exchange or NASDAQ, and the RTY consists of the smallest 2,000 companies included in the Russell 3000® Index. The Russell 3000® Index is composed of the 3,000 largest United States companies as determined by market capitalization and represents approximately 98% of the United States equity market. The top 5 industry groups by market capitalization as of November 30, 2014 were: Financial Services, Technology, Consumer Discretionary, Health Care and Producer Durables. For more information about the RTY, see “The Russell 2000Ò Index” beginning on page S-21 of the accompanying Equity Index Underlying Supplement. |
Historical Performance of the RTY The following graph sets forth the historical performance of the RTY based on the daily historical closing levels from January 1, 2008 through December 26, 2014. The closing level for the RTY on December 26, 2014 was 1,215.211. We obtained the closing levels 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 levels of the RTY should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing Value of the RTY on any Observation Date.
| PS-12 |
The iShares® NASDAQ Biotechnology ETF (“IBB”)
Information concerning the iShares® NASDAQ Biotechnology ETF (“IBB”) filed with the SEC by iShares under the Investment Company Act can be located by reference to SEC file number 811-09729. Information provided to or filed with the SEC can be inspected and copied at the public reference facility maintained by the SEC or through the SEC’s website at www.sec.gov. None of this publicly available information is incorporated by reference into this document. Neither we nor our affiliates has undertaken any independent review or due diligence of such information.
“iShares®” and BlackRock® are registered trademarks of BlackRock®, Inc. and its affiliates (“BlackRock®”). BlackRock® has licensed certain trademarks and trade names of BlackRock® for our use. The Notes are not sponsored, endorsed, sold, or promoted by BlackRock®, or by any of the iShares® funds. Neither BlackRock® nor the iShares® funds make any representations or warranties to the owners of the Notes or any member of the public regarding the advisability of investing in the Notes. Neither BlackRock® nor the iShares® funds shall have any obligation or liability in connection with the registration, operation, marketing, trading, or sale of the Notes or in connection with our use of information about the iShares® funds.
iShares consists of numerous separate investment portfolios, including the IBB. The IBB seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the NASDAQ Biotechnology Index®. The IBB typically earns income from dividends from securities held by the IBB. These amounts, net of expenses and taxes (if applicable), are passed along to the IBB’s shareholders as “ordinary income.” In addition, the IBB realizes capital gains or losses whenever it sells securities. Net long-term capital gains are distributed to shareholders as “capital gain distributions.” However, because the component return of the IBB will be calculated based only on the share price of the IBB, you will not receive any benefit from or be entitled to receive income, dividend, or capital gain distributions from the IBB or any equivalent payments.
The shares of the IBB trade on the NASDAQ Stock Market (“Nasdaq”) under the symbol “IBB.”
NASDAQ Biotechnology Index®
The NASDAQ Biotechnology Index® is calculated, published and disseminated by NASDAQ OMX, and is designed to measure the performance of NASDAQ-listed companies that are classified according to the Industry Classification Benchmark as either biotechnology or pharmaceuticals which also meet other eligibility criteria determined by NASDAQ OMX. We have derived all information relating to the NASDAQ Biotechnology Index®, including, without limitation, its make-up, method of calculation and changes in its components, from publicly available information. Such information reflects the policies of and is subject to change by, NASDAQ OMX. Neither we nor any of our affiliates has undertaken any independent review or due diligence of such information. NASDAQ OMX has no obligation to continue to publish, and may discontinue or suspend the publication of the NASDAQ Biotechnology Index® at any time.
The NASDAQ Biotechnology Index® is calculated under a modified capitalization-weighted methodology. On November 1, 1993, the NASDAQ Biotechnology Index® began with a base of 200.00. To be eligible for inclusion in the NASDAQ Biotechnology Index®, a security must be listed on The NASDAQ Stock Market. Eligibility for the NASDAQ Biotechnology Index® is limited to specific security types only. The security types eligible for the NASDAQ Biotechnology Index® include common stocks, ordinary shares, American Depositary Receipts, and shares of beneficial interest or limited partnership interests. Securities must meet the following criteria:
| · | the security’s U.S. listing must be exclusively on the NASDAQ Global Select Market or the NASDAQ Global Market (unless the security was dually listed on another U.S. market prior to January 1, 2004 and has continuously maintained such listing); |
| · | the issuer of the security must be classified according to the Industry Classification Benchmark as either Biotechnology or Pharmaceuticals; |
| · | the security may not be issued by an issuer currently in bankruptcy proceedings; |
| · | the security must have a market capitalization of at least $200 million; |
| · | the security must have an average daily trading volume of at least 100,000 shares; |
| · | the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being eligible for inclusion in the NASDAQ Biotechnology Index®; |
| · | the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn; and |
| · | the issuer of the security must have “seasoned” on NASDAQ, the New York Stock Exchange or NYSE Amex (generally, a company is considered to be seasoned if it has been listed on a market for at least three full months, excluding the first month of initial listing). |
Annual Evaluation
The securities composing the NASDAQ Biotechnology Index® are evaluated annually in December. Securities currently within the NASDAQ Biotechnology Index® must meet the maintenance criteria of $100 million in market capitalization and 50,000 shares average daily trading volume. The securities included in the NASDAQ Biotechnology Index® not meeting the maintenance criteria are removed, effective after the close of trading on the third Friday of the month of review. Index-eligible securities not currently in the NASDAQ Biotechnology Index® are added. The eligibility criteria is applied using market data through the end of October and is updated for total shares outstanding submitted in a publicly filed SEC document via EDGAR through the end of November. If at any time during the year other than at the review a security in the NASDAQ Biotechnology Index® no longer meets the criteria or is otherwise determined to have become ineligible, the security is removed from the NASDAQ Biotechnology Index® and will not be replaced.
Index Maintenance
In addition to the annual evaluation, the securities in the NASDAQ Biotechnology Index® are monitored every day by NASDAQ OMX
| PS-13 |
with respect to changes in total shares outstanding arising from corporate events such as stock dividends, stock splits, certain spin-offs and rights issuance, or other corporate actions. NASDAQ OMX has adopted the following weight adjustment procedures with respect to such changes. Changes in total shares outstanding arising from stock splits, stock dividends, or spin-offs are generally made to the NASDAQ Biotechnology Index® on the evening prior to the effective date of such corporate action. If the change in total shares outstanding arising from other corporate actions is greater than or equal to 10%, the change will be made as soon as practicable. Otherwise, if the change in total shares outstanding is less than 10%, then all such changes are accumulated and made effective at one time on a quarterly basis after the close of trading on the third Friday in each of March, June, September, and December. In either case, the index share weights for such securities included in the NASDAQ Biotechnology Index® are adjusted by the same percentage amount by which the total shares outstanding have changed in such securities included in the NASDAQ Biotechnology Index®.
Index Rebalancing
The NASDAQ Biotechnology Index® employs a modified market capitalization weighting methodology. At each quarter, the NASDAQ Biotechnology Index® is rebalanced such that the maximum weight of any security in the NASDAQ Biotechnology Index® does not exceed 8% and no more than 5 securities are at that cap. The excess weight of any capped security is distributed proportionally across the remaining securities. If after redistribution, any of the 5 highest ranked securities are weighted below 8%, these securities are not capped. Next, any remaining securities in excess of 4% are capped at 4% and the excess weight is redistributed proportionally across the remaining securities. The process is repeated, if necessary, to derive the final weights.
The modified market capitalization weighting methodology is applied to the capitalization of each security in the NASDAQ Biotechnology Index®, using the last sale price of the security at the close of trading on the last trading day in February, May, August and November and after applying quarterly changes to the total shares outstanding. The index share weights are then calculated by multiplying the weight of the security derived above by the new market value of the NASDAQ Biotechnology Index® and dividing the modified market capitalization for each security in the NASDAQ Biotechnology Index® by its corresponding last sale price. The changes are effective after trading on the third Friday in March, June, September and December.
The historical prices of the IBB should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing Value of the IBB on any Observation Date.
| Quarter Begin | Quarter End |
Quarterly High (Intraday) |
Quarterly Low (Intraday) |
Quarterly Close |
| 1/2/2008 | 3/31/2008 | $83.80 | $69.59 | $76.07 |
| 4/1/2008 | 6/30/2008 | $80.99 | $75.63 | $76.88 |
| 7/1/2008 | 9/30/2008 | $90.83 | $76.27 | $80.96 |
| 10/1/2008 | 12/31/2008 | $81.15 | $57.14 | $70.32 |
| 1/2/2009 | 3/31/2009 | $74.97 | $58.78 | $66.35 |
| 4/1/2009 | 6/30/2009 | $73.37 | $62.44 | $72.76 |
| 7/1/2009 | 9/30/2009 | $83.97 | $68.70 | $81.20 |
| 10/1/2009 | 12/31/2009 | $82.40 | $73.01 | $81.83 |
| 1/1/2010 | 3/31/2010 | $93.53 | $80.10 | $90.90 |
| 4/1/2010 | 6/30/2010 | $92.91 | $76.99 | $77.52 |
| 7/1/2010 | 9/30/2010 | $87.47 | $74.53 | $86.24 |
| 10/1/2010 | 12/31/2010 | $95.00 | $85.21 | $93.42 |
| 1/1/2011 | 3/31/2011 | $100.20 | $91.94 | $100.19 |
| 4/1/2011 | 6/30/2011 | $110.01 | $100.15 | $106.52 |
| 7/1/2011 | 9/30/2011 | $109.65 | $83.97 | $93.23 |
| 10/1/2011 | 12/31/2011 | $104.87 | $87.68 | $104.40 |
| 1/1/2012 | 3/31/2012 | $124.66 | $104.74 | $123.41 |
| 4/1/2012 | 6/30/2012 | $130.10 | $116.46 | $129.99 |
| 7/1/2012 | 9/28/2012 | $145.17 | $127.44 | $142.59 |
| 10/1/2012 | 12/31/2012 | $148.54 | $125.64 | $137.04 |
| 1/1/2013 | 3/28/2013 | $160.17 | $139.47 | $159.84 |
| 4/1/2013 | 6/28/2013 | $186.98 | $157.43 | $173.72 |
| 7/1/2013 | 9/30/2013 | $212.46 | $177.21 | $209.60 |
| 10/1/2013 | 12/31/2013 | $227.89 | $191.43 | $226.94 |
| 1/1/2014 | 3/31/2014 | $275.32 | $222.31 | $236.41 |
| 4/1/2014 | 6/30/2014 | $259.80 | $207.51 | $256.84 |
| 7/1/2014 | 9/30/2014 | $280.05 | $242.39 | $273.39 |
| 10/1/2014 | 12/26/2014* | $319.12 | $247.86 | $306.75 |
* This pricing supplement includes information for the fourth calendar quarter of 2014 for the period from October 1, 2014 through December 26, 2014. Accordingly, the “Quarter High,” “Quarter Low” and “Quarter Close” data indicated are for this shortened period only and do not reflect complete data for the fourth calendar quarter of 2014.
| PS-14 |
The following graph sets forth the historical performance of the IBB based on the daily historical closing prices from January 1, 2008 through December 26, 2014. The closing price for the IBB on December 26, 2014 was $306.61. We obtained the closing prices 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.
| PS-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 at Maturity due and payable in the same general manner as described in “Payment at Maturity” in this pricing supplement, except that in such a case, the scheduled trading day immediately preceding the date of acceleration will be used as the Final Valuation Date and final Observation Date, and the accelerated maturity date will be the third business day after the accelerated Final Valuation Date. 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. 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 Return will be made on such date, irrespective of the existence of a market disruption event with respect to any 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 this pricing supplement, for distribution to other registered broker-dealers or will offer the Notes directly to investors. HSBC Securities (USA) Inc. will offer the Notes at the price to public set forth on the cover page of this pricing supplement. Neither HSBC USA Inc. nor any of its affiliates will pay any underwriting discounts.
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 this pricing supplement 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-49 in the prospectus supplement.
| PS-16 |
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 contingent income-bearing 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, Morrison & Foerster LLP, it is reasonable to treat a note as a contingent income-bearing pre-paid executory contract with respect to the Reference Asset. Because there are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as those of the notes, other characterizations and treatments are possible and the timing and character of income in respect of the notes might differ from the treatment described herein. For example, the notes could be treated as short-term debt instruments for U.S. federal income tax purposes subject to the treatment described under the heading “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of the notes as Indebtedness for U.S. Federal Income Tax Purposes — Short-Term Debt Instruments” in the accompanying prospectus supplement.
We will not attempt to ascertain whether any of the entities whose stock is included in, or owned by, the Reference Asset, as the case may be, 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, or owned by, the Reference Asset, as the case may be, 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, or owned by, the Reference Asset, as the case may be, and consult your tax advisor regarding the possible consequences to you if one or more of the entities whose stock is included in, or owned by, the Reference Asset, as the case may be, is or becomes a PFIC or a USRPHC.
U.S. Holders. Please see the discussion under the heading “U.S. Federal Income Tax Considerations — Certain Equity-Linked Notes — Certain Notes Treated as Forward Contracts or Executory Contracts” in the accompanying prospectus supplement for further discussion of U.S. federal income tax considerations applicable to U.S. holders (as defined in the accompanying prospectus supplement). Pursuant to the approach discussed above, we intend to treat any gain or loss upon maturity or an earlier sale, exchange or call as capital gain or loss in an amount equal to the difference between the amount you receive at such time (other than with respect to a Contingent Coupon) and your tax basis in the note. Any such gain or loss will be short-term capital gain or loss for U.S. federal income tax purposes. Your tax basis in a note generally will equal your cost of the note. In addition, the tax treatment of the Contingent Coupons is unclear. Although the tax treatment of the Contingent Coupons is unclear, we intend to treat any Contingent Coupon, including on the Maturity Date, as ordinary income includible in income by you at the time it accrues or is received in accordance with your normal method of accounting for U.S. federal income tax purposes.
Non-U.S. Holders. Please see the discussion under the heading “U.S. Federal Income Tax Considerations—Tax Treatment of Non-U.S. Holders” in the accompanying prospectus supplement for further discussion of U.S. federal income tax considerations applicable to non-U.S. holders (as defined in the accompanying prospectus supplement). Because the U.S. federal income tax treatment (including the applicability of withholding) of the Contingent Coupons is uncertain, the entire amount of the Contingent Coupons will be subject to U.S. federal income tax withholding at a 30% rate (or at a lower rate under an applicable income tax treaty). We will not pay any additional amounts in respect of such withholding.
Foreign Account Tax Compliance Act. Withholding and reporting requirements under the legislation enacted on March 18, 2010 (as discussed beginning on page S-48 of the prospectus supplement) generally apply to payments made after June 30, 2014. Additionally, withholding due to any payment being treated as a “dividend equivalent” (as discussed beginning on page S-47 of the prospectus supplement) will begin no earlier than January 1, 2016. However, the U.S. Treasury Department and Internal Revenue Service have announced that they intend to limit this withholding to equity-linked instruments issued on or after the date that is 90 days after the date of publication in the U.S. Federal Register of final regulations addressing dividend equivalent withholding. Holders are urged to consult with their own tax advisors regarding the possible implications of this legislation on their investment in the notes.
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.
| PS-17 |
VALIDITY OF THE NOTES
In the opinion of Morrison & Foerster LLP, as counsel to the Issuer, when the Notes offered by this pricing supplement have been executed and delivered by the Issuer and authenticated by the trustee pursuant to the Senior Indenture referred to in the prospectus supplement dated March 22, 2012, and issued and paid for as contemplated herein, such Notes will be valid, binding and enforceable obligations of the Issuer, entitled to the benefits of the Senior Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of New York, the Maryland General Corporation Law (including the statutory provisions, all applicable provisions of the Maryland Constitution and the reported judicial decisions interpreting the foregoing) and the federal laws of the United States of America. This opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Senior Indenture and the genuineness of signatures and to such counsel’s reliance on the Issuer and other sources as to certain factual matters, all as stated in the legal opinion dated July 27, 2012, which has been filed as Exhibit 5.1 to the Issuer’s Current Report on Form 8-K dated July 27, 2012.
| PS-18 |
| TABLE OF CONTENTS |
You should only rely on the information contained in this pricing supplement, the accompanying Equity Index Underlying Supplement, 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 pricing supplement, the accompanying Equity Index Underlying Supplement, ETF Underlying Supplement, prospectus supplement and prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This pricing supplement, the accompanying Equity Index Underlying Supplement, 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 pricing supplement, the accompanying Equity Index Underlying Supplement, ETF Underlying Supplement, prospectus supplement and prospectus is correct on any date after their respective dates.
HSBC USA Inc. $1,000,000 Autocallable Plus Notes
December 26, 2014 PRICING SUPPLEMENT
| |||
| Pricing Supplement | ||||
| General | PS-4 | |||
| Payment on the Notes | PS-4 | |||
| Investor Suitability | PS-6 | |||
| Risk Factors | PS-7 | |||
| Illustrative Examples | PS-10 | |||
| Information Relating to the Underlyings | PS-12 | |||
| Events of Default and Acceleration | PS-16 | |||
| Supplemental Plan of Distribution (Conflicts of Interest) | PS-16 | |||
| U.S. Federal Income Tax Considerations | PS-17 | |||
| Validity of the Notes | PS-18 | |||
| Equity Index Underlying Supplement | ||||
| Risk Factors | S-1 | |||
| The S&P 500® Index | S-6 | |||
| The S&P 100® Index | S-10 | |||
| The S&P MidCap 400® Index | S-14 | |||
| The S&P 500 Low Volatility Index | S-18 | |||
| The Russell 2000® Index | S-21 | |||
| The Dow Jones Industrial AverageSM | S-25 | |||
| The Hang Seng China Enterprises Index® | S-27 | |||
| The Hang Seng® Index | S-30 | |||
| The Korea Stock Price Index 200 | S-33 | |||
| MSCI Indices | S-36 | |||
| The EURO STOXX 50® Index | S-40 | |||
| The PHLX Housing SectorSM Index | S-42 | |||
| The TOPIX® Index | S-46 | |||
| The NASDAQ-100 Index® | S-49 | |||
| S&P BRIC 40 Index | S-53 | |||
| The Nikkei 225 Index | S-56 | |||
| The FTSE™ 100 Index | S-58 | |||
| Other Components | S-60 | |||
| Additional Terms of the Notes | S-60 | |||
| ETF Underlying Supplement | ||||
| Risk Factors | S-2 | |||
| Reference Sponsors | S-8 | |||
| The iShares® Dow Jones Industrial AverageSM ETF Trust | S-8 | |||
| The POWERSHARES QQQ TRUSTSM, SERIES 1 | S-11 | |||
| The iShares® MSCI Mexico Investable Market Index Fund | S-15 | |||
| The iShares® MSCI Brazil Index Fund | S-18 | |||
| The iShares® MSCI Emerging Markets Index Fund | S-21 | |||
| The iShares® MSCI EAFE Index Fund | S-24 | |||
| The iShares S&P 500 ETF Trust | S-26 | |||
| The Market Vectors Gold Miners ETF | S-30 | |||
| The iShares® Dow Jones U.S. Real Estate Index Fund | S-33 | |||
| The iShares® FTSE China 25 Index Fund | S-36 | |||
| The iShares® S&P Latin America 40 Index Fund | S-39 | |||
| The Financial Select Sector iShares® Fund | S-42 | |||
| The iShares® Dow Jones Transportation Average Index Fund | S-45 | |||
| The Energy Select iShares® Fund | S-47 | |||
| The Health Care Select iShares® Fund | S-50 | |||
| Other Components | S-52 | |||
| Additional Terms of the Notes | S-52 | |||
| Prospectus Supplement | ||||
| Risk Factors | S-3 | |||
| Risks Relating to Our Business | S-3 | |||
| Risks Relating to All Note Issuances | S-3 | |||
| Pricing Supplement | S-7 | |||
| Description of Notes | S-8 | |||
| Use of Proceeds and Hedging | S-30 | |||
| Certain ERISA Considerations | S-30 | |||
| U.S. Federal Income Tax Considerations | S-32 | |||
| Supplemental Plan of Distribution (Conflicts of Interest) | S-49 | |||
| Prospectus | ||||
| About this Prospectus | 1 | |||
| Risk Factors | 1 | |||
| Where You Can Find More Information | 1 | |||
| Special Note Regarding Forward-Looking Statements | 2 | |||
| HSBC USA Inc. | 3 | |||
| Use of Proceeds | 3 | |||
| Description of Debt Securities | 3 | |||
| Description of Preferred Stock | 15 | |||
| Description of Warrants | 21 | |||
| Description of Purchase Contracts | 25 | |||
| Description of Units | 28 | |||
| Book-Entry Procedures | 30 | |||
| Limitations on Issuances in Bearer Form | 35 | |||
| U.S. Federal Income Tax Considerations Relating to Debt Securities | 35 | |||
| Plan of Distribution (Conflicts of Interest) | 51 | |||
| Notice to Canadian Investors | 53 | |||
| Notice to EEA Investors | 58 | |||
| Certain ERISA Matters | 59 | |||
| Legal Opinions | 60 | |||
| Experts | 60 | |||