Calculation of Registration Fee
| Title of Each Class of Securities Offered |
Maximum Aggregate Offering Price |
Amount of Registration Fee(1) | ||
| Debt Securities | $4,700,000 | $546.14 |
(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 30, 2014
(To Prospectus dated March 22, 2012,
Prospectus Supplement dated March 22, 2012,
Equity Index Underlying Supplement dated March 22, 2012 and
ETF Underlying Supplement dated March 22, 2012)
HSBC USA Inc.
Buffered Uncapped Market
Participation Securities
| } | $4,700,000 Buffered Uncapped Market Participation Securities linked to a reference asset consisting of the S&P 500® Index (80%) and the iShares® MSCI EAFE Index Fund (20%) |
| } | Maturity of six years |
| } | 1.05-for-1 exposure to any positive return of the reference asset |
| } | Protection from the first 20% of any losses in the reference asset |
| } | All payments on the securities are subject to the credit risk of HSBC USA Inc. |
The Buffered Uncapped Market Participation Securities (each a “security” and collectively the “securities") offered hereunder will not be listed on any U.S. securities exchange or automated quotation system. The securities will not bear interest.
Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities 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 securities. HSBC Securities (USA) Inc. will purchase the securities from us for distribution to other registered broker-dealers or will offer the securities directly to investors. In addition, HSBC Securities (USA) Inc. or another of its affiliates or agents may use this pricing supplement in market-making transactions in any securities 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-15 of this pricing supplement.
Investment in the securities 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 securities on the Pricing Date is $942 per security, which is less than the price to public. The market value of the securities 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 security | $1,000 | $30 | $970 |
| Total | $4,700,000 | $141,000 | $4,559,000 |
1 HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 3.00% per $1,000 Principal Amount of the securities in connection with the distribution of the securities to other registered broker-dealers. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-15 of this pricing supplement.
The securities:
| Are Not FDIC Insured | Are Not Bank Guaranteed | May Lose Value |
| HSBC USA Inc. |  |
| Buffered Uncapped Market Participation Securities |
Linked to a Basket of the S&P 500® Index and the iShares® MSCI EAFE Index Fund
This pricing supplement relates to a single offering of Buffered Uncapped Market Participation Securities. The securities 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 securities 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 be willing to forgo interest and dividend payments during the term of the securities and, if the Reference Return is less than the Buffer Value, lose up to 80% of your principal.
This pricing supplement relates to an offering of securities linked to the performance of the S&P 500® Index and the iShares® MSCI EAFE Index Fund (together, the “Reference Asset”). The purchaser of a security 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 securities:
| Issuer: | HSBC USA Inc. |
| Principal Amount: | $1,000 per security |
| Reference Asset: | An unequally weighted Basket consisting of the S&P 500® Index (Ticker: SPX) (the “index” or the “SPX”) (80%) and the iShares® MSCI EAFE Index Fund (Ticker: EFA) (the “index fund” or the “EFA”) (20%) (each an “Underlying” and together the “Underlyings”) |
| Trade Date: | December 30, 2014 |
| Pricing Date: | December 30, 2014 |
| Original Issue Date: | December 31, 2014 |
| Final Valuation Date: | December 28, 2020, 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, 2020. 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. |
| Upside Participation Rate: | 105% (1.05x) |
| Payment at Maturity: | On the Maturity Date, for each security, we will pay you the Final Settlement Value. |
| Final Settlement Value: |
If the Reference Return is greater than zero, you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount, calculated as follows: $1,000 + ($1,000 × Reference Return × Upside Participation Rate). If the Reference Return is less than or equal to zero but greater than or equal to the Buffer Value, you will receive $1,000 per $1,000 Principal Amount (zero return). If the Reference Return is less than the Buffer Value, you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount, calculated as follows: $1,000 + ($1,000 × (Reference Return + 20%). |
| Buffer Value: | -20% |
| Initial Value: | Set to 100 on the Pricing Date. |
| Final Value: | 100 × (1 + Reference Return) |
| Reference Return: | The Reference Return will equal the sum of the following products: each Underlying Return multiplied by its respective Component Weight. |
| Component Weights: | 80% for the SPX and 20% for the EFA. |
| PS-2 |
| Underlying Return: |
For each Underlying, the Underlying Return refers to the return for that Underlying, which reflects the performance of such Underlying, expressed as the percentage change from the Initial Component Value of that Underlying to the Final Component Value of that Underlying, as follows:
Final Component Value – Initial Component Value Initial Component Value | |
| Initial Component Value: | 2,080.35 with respect to the SPX and $61.22 with respect to the EFA, each of which was the Official Closing Value of the relevant Underlying on the Pricing Date. | |
| Final Component Value: | The Official Closing Value of an Underlying on the Final Valuation Date. | |
| Official Closing Value: | With respect to each Underlying, the Official Closing Value on any trading day for such Underlying will be the closing level or closing price, as applicable, of the Underlying as determined by the calculation agent as described under “Payment at Maturity — Official Closing Value” on page PS-5. | |
| Form of Securities: | Book-Entry | |
| Listing: | The securities will not be listed on any U.S. securities exchange or quotation system. | |
| CUSIP/ISIN: | 40433BXY9/US40433BXY90 | |
| Estimated Initial Value: | The Estimated Initial Value of the securities is less than the price you pay to purchase the securities. The Estimated Initial Value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your securities in the secondary market, if any, at any time. See “Risk Factors — The Estimated Initial Value of the securities, 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 securities in the secondary market, if any.” | |
| PS-3 |
GENERAL
This pricing supplement relates to an offering of securities linked to the Reference Asset. The purchaser of a security will acquire a senior unsecured debt security of HSBC USA Inc. Although the offering of securities 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 component security included in the Reference Asset or as to the suitability of an investment in the securities.
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 securities 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, page S-3 of the prospectus supplement, page S-1 of the Equity Index Underlying Supplement and page S-2 of the ETF Underlying Supplement, as the securities 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 securities. 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, Equity Index Underlying Supplement and 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 AT MATURITY
On the Maturity Date, for each security you hold, we will pay you the Final Settlement Value, which is an amount in cash, as described below:
If the Reference Return is greater than zero, you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount, calculated as follows:
$1,000 + ($1,000 × Reference Return × Upside Participation Rate).
If the Reference Return is less than or equal to zero but greater than or equal to the Buffer Value, you will receive $1,000 per $1,000 Principal Amount (zero return).
If the Reference Return is less than the Buffer Value, you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount, calculated as follows:
$1,000 + [$1,000 × (Reference Return + 20%)].
Under these circumstances, you will lose 1% of the Principal Amount of your securities for each percentage point that the Reference Return is below the Buffer Value. For example, if the Reference Return is -30%, you will suffer a 10% loss and receive 90% of the Principal Amount, subject to the credit risk of HSBC. You should be aware that if the Reference Return is less than the Buffer Value, you will lose up to 80% of your investment.
Interest
The securities will not pay interest.
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.
Payment When Offices or Settlement Systems Are Closed
If any payment is due on the securities 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.
| PS-4 |
Official Closing Value
With respect to each Underlying, the Official Closing Value on any trading day will be determined by the calculation agent based upon the closing level of such index or closing price of such index fund, as applicable, displayed on the following pages on the Bloomberg Professional® service: for the index, page “SPX <INDEX>”; and for the index fund, page “EFA UP <EQUITY>”, and with respect to the index fund, adjusted by the calculation agent as described under “Additional Terms of the Notes – Antidilution and Reorganization Adjustments” in the accompanying ETF Underlying Supplement. With respect to any of the foregoing, if the value for the relevant Underlying is not so displayed on such page, the calculation agent may refer to the display on any successor page on the Bloomberg Professional® service or any successor service, as applicable.
Calculation Agent
We or one of our affiliates will act as calculation agent with respect to the securities.
Reference Sponsor and Reference Issuer
With respect to the index, S&P Dow Jones Indices LLC, a part of McGraw-Hill Financial, is the reference sponsor. With respect to securities linked to the EFA, iShares, Inc. is the reference issuer.
| PS-5 |
INVESTOR SUITABILITY
| The securities may be suitable for you if: | The securities may not be suitable for you if: | |
|
} You seek an investment with a return linked to the potential positive performance of the Reference Asset and you believe the value of the Reference Asset will increase over the term of the securities. } You are willing to make an investment that is exposed to the negative Reference Return on a 1-to-1 basis for each percentage point that the Reference Return is less than the Buffer Value of -20%. } You are willing to forgo dividends or other distributions paid on the index fund or on the stocks comprising the Underlyings. } You are willing to accept the risk and return profile of the securities versus a conventional debt security with a comparable maturity issued by HSBC or another issuer with a similar credit rating. } You do not seek current income from your investment. } You do not seek an investment for which there is an active secondary market. } You are willing to hold the securities to maturity. } You are comfortable with the creditworthiness of HSBC, as Issuer of the securities. |
} You believe the Reference Return will be negative or that the Reference Return will not be sufficiently positive to provide you with your desired return. } You are unwilling to make an investment that is exposed to the negative Reference Return on a 1-to-1 basis for each percentage point that the Reference Return is below the Buffer Value of -20%. } You seek an investment that provides full return of principal. } 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 prefer to receive the dividends or other distributions paid on the index fund or on the stocks comprising the Underlyings. } You seek current income from your investment. } You seek an investment for which there will be an active secondary market. } You are unable or unwilling to hold the securities to maturity. } You are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of the securities. |
| PS-6 |
RISK FACTORS
We urge you to read the section “Risk Factors” beginning on page S-3 in the accompanying prospectus supplement, page S-1 of the accompanying Equity Index Underlying Supplement and on page S-2 of the accompanying ETF Underlying Supplement. Investing in the securities 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 securities and should reach an investment decision only after careful consideration, with your advisors, of the suitability of the securities in light of your particular financial circumstances and the information set forth in this pricing supplement and the accompanying Equity Index Underlying Supplement, ETF Underlying Supplement, prospectus supplement and prospectus.
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 securities 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; |
| } | “— General Risks Related to Index Funds” in the ETF Underlying Supplement; and |
| } | “— Time Differences Between the Domestic and Foreign Markets and New York City May Create Discrepancies in the Trading Level or Price of the Notes” in the ETF Underlying Supplement. |
You will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt securities.
Your investment in the securities may result in a loss.
You will be exposed to the decline in the Final Value from the Initial Value beyond the Buffer Value of -20%. Accordingly, if the Reference Return is less than -20%, your Payment at Maturity will be less than the Principal Amount of your securities. You will lose up to 80% of your investment at maturity if the Reference Return is less than the Buffer Value.
The amount payable on the securities is not linked to the value of the Reference Asset at any time other than on the Final Valuation Date.
The Final Value of the Reference Asset will be based on the Official Closing Value of each Underlying on the Final Valuation Date, subject to postponement for non-trading days and certain Market Disruption Events. Even if the value of the Reference Asset appreciates prior to the Final Valuation Date but then decreases on the Final Valuation Date to a value that is equal to or less than the Initial Value, the Payment at Maturity will be less, and may be significantly less, than it would have been had the Payment at Maturity been linked to the value of the Reference Asset prior to that decrease. Although the actual value of the Reference Asset on the Maturity Date or at other times during the term of the securities may be higher than the Final Value, the Payment at Maturity will be based solely on the Official Closing Values of the Underlyings on the Final Valuation Date.
Credit risk of HSBC USA Inc.
The securities 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 securities 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 securities, 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 securities 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 securities.
The securities will not bear interest.
As a holder of the securities, you will not receive interest payments.
You will not have any ownership interest in the stocks represented by the Underlyings.
As a holder of the securities, you will not have any ownership interest in the stocks represented by the Underlyings, such as rights to vote, dividend payments or other distributions. Because the Upside Participation Rate is only 105%, and the return on the securities will not reflect any dividends on those stocks, the securities may underperform an investment in the stocks represented by the Underlyings.
Change in the value of one Underlying may be offset by change in the value of the other Underlying.
A change in the value of one Underlying as of the Final Valuation Date may not correlate with change in the value of the other Underlying. The value of one Underlying may increase, while the value of the other Underlying may not increase as much, or may even decrease. Therefore, in calculating the Final Value of the Reference Asset, increases in the value of one Underlying may be moderated, or wholly offset, by lesser increases or decreases in the value of the other Underlying. This effect is further amplified by the differing weights of the Underlyings. Changes in the level of the SPX, which is more heavily weighted in the Reference Asset, will have a larger impact than changes in the price of the EFA.
Changes that affect the Underlyings will affect the market value of the securities and the amount you will receive at maturity.
The policies of the applicable reference sponsor concerning additions, deletions and substitutions of the constituents comprising the relevant Underlying and the manner in which the applicable reference sponsor takes account of certain changes affecting those
| PS-7 |
constituents may affect the value of that Underlying. The policies of the applicable reference sponsor with respect to the calculation of the relevant Underlying could also affect the value of that Underlying. The applicable reference sponsor may discontinue or suspend calculation or dissemination of the relevant Underlying. Furthermore, the index sponsor of the index underlying the index fund may suspend calculation or dissemination of the relevant index. Any such actions could affect the value of the securities and the return on the securities.
Risks associated with non-U.S. companies.
The price of the index fund depends upon the stocks of non-U.S. companies, and thus involves risks associated with the home countries of those non-U.S. companies. The prices of these non-U.S. stocks may be affected by political, economic, financial and social factors in the home country of each applicable company, including changes in that country’s government, economic and fiscal policies, currency exchange laws or other laws or restrictions, which could affect the value of the securities. These foreign securities may have less liquidity and could be more volatile than many of the securities traded in U.S. or other securities markets. Direct or indirect government intervention to stabilize the relevant foreign securities markets, as well as cross shareholdings in foreign companies, may affect trading levels or prices and volumes in those markets. The other special risks associated with foreign securities may include, but are not limited to: less liquidity and smaller market capitalizations; less rigorous regulation of securities markets; different accounting and disclosure standards; governmental interference; currency fluctuations; higher inflation; and social, economic and political uncertainties. These factors may adversely affect the performance of the index fund and, as a result, the value of the securities.
The securities will not be adjusted for changes in exchange rates.
Although the equity securities held by the index fund are traded in currencies other than U.S. dollars, and your securities are denominated in U.S. dollars, the amount payable on your securities at maturity will not be adjusted for changes in the exchange rates between the U.S. dollar and the currencies in which these non-U.S. equity securities are denominated. Changes in exchange rates, however, may also reflect changes in the applicable non-U.S. economies that in turn may affect the value of these securities, and therefore your securities. The amount we pay in respect of your securities on the Maturity Date will be determined solely in accordance with the procedures described in this pricing supplement.
Even if our or our affiliates’ securities are held by the index fund, we or our affiliates will not have any obligation to consider your interests.
Our parent HSBC Holdings plc is currently one of the companies included in the MSCI EAFE Index, the underlying index to the index fund. We will not have any obligation to consider your interests as a holder of the securities in taking any corporate action that might affect the level of the MSCI EAFE Index and the price of the index fund.
The securities are not insured or guaranteed by any governmental agency of the United States or any other jurisdiction.
The securities 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 securities is subject to the credit risk of HSBC, and in the event that HSBC is unable to pay its obligations as they become due, you may not receive the full Payment at Maturity of the securities.
The Estimated Initial Value of the securities, 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 securities in the secondary market, if any.
The Estimated Initial Value of the securities 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 securities. 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 securities 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 securities to be more favorable to you. We determined the value of the embedded derivatives in the securities 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 securities 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 securities in the secondary market (if any exists) at any time.
The price of your securities in the secondary market, if any, immediately after the Pricing Date will be less than the price to public.
The price to public takes into account certain costs. These costs, which will be used or retained by us or one of our affiliates, include the underwriting discount, our affiliates’ projected hedging profits (which may or may not be realized) for assuming risks inherent in hedging our obligations under the securities and the costs associated with structuring and hedging our obligations under the securities. If you were to sell your securities in the secondary market, if any, the price you would receive for your securities 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 securities 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 securities are not designed to be short-term trading instruments, and you should, therefore, be able and willing to hold the securities to maturity. Any sale of the securities prior to maturity could result in a loss to you.
| PS-8 |
If we were to repurchase your securities immediately after the Original Issue Date, the price you receive may be higher than the Estimated Initial Value of the securities.
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 securities 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 14 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 securities and other costs in connection with the securities that we will no longer expect to incur over the term of the securities. 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 securities and any agreement we may have with the distributors of the securities. 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 securities based on changes in market conditions and other factors that cannot be predicted.
The securities lack liquidity.
The securities will not be listed on any securities exchange. HSBC Securities (USA) Inc. is not required to offer to purchase the securities 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 securities easily. Because other dealers are not likely to make a secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which HSBC Securities (USA) Inc. is willing to buy the securities.
Potential conflicts of interest may exist.
HSBC and its affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation agent and hedging our obligations under the securities. 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 securities. We will not have any obligation to consider your interests as a holder of the securities in taking any action that might affect the value of your securities.
Uncertain tax treatment.
For a discussion of the U.S. federal income tax consequences of your investment in a security, please see the discussion under “U.S. Federal Income Tax Considerations” 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 the Reference Asset relative to its Initial Value. We cannot predict the Final Value of the Reference Asset. 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 your securities. The Final Settlement Value may be less than the amount that you would have received from a conventional debt security with the same stated maturity, including such a security issued by HSBC. The numbers appearing in the table below and following examples have been rounded for ease of analysis.
The table below illustrates the Payment at Maturity on a $1,000 investment in the securities for a hypothetical range of Reference Returns from -100% to +100%. The following results are based solely on the assumptions outlined below. The “Hypothetical Return on the Securities” as used below is the number, expressed as a percentage, that results from comparing the Final Settlement Value per $1,000 Principal Amount to $1,000. The potential returns described here assume that your securities are held to maturity. You should consider carefully whether the securities are suitable to your investment goals. The following table and examples are based on the following terms:
| } | Principal Amount: | $1,000 |
| } | Initial Value: | 100 |
| } | Upside Participation Rate: | 105% |
| } | Buffer Value: | -20% |
| Hypothetical Final Value |
Hypothetical Reference Return |
Payment at Maturity |
Hypothetical Return on the |
| 200.00 | 100.00% | $2,050.00 | 105.00% |
| 180.00 | 80.00% | $1,840.00 | 84.00% |
| 160.00 | 60.00% | $1,630.00 | 63.00% |
| 140.00 | 40.00% | $1,420.00 | 42.00% |
| 130.00 | 30.00% | $1,315.00 | 31.50% |
| 120.00 | 20.00% | $1,210.00 | 21.00% |
| 115.00 | 15.00% | $1,157.50 | 15.75% |
| 110.00 | 10.00% | $1,105.00 | 10.50% |
| 105.00 | 5.00% | $1,052.50 | 5.25% |
| 102.00 | 2.00% | $1,021.00 | 2.10% |
| 101.00 | 1.00% | $1,010.50 | 1.05% |
| 100.00 | 0.00% | $1,000.00 | 0.00% |
| 99.00 | -1.00% | $1,000.00 | 0.00% |
| 98.00 | -2.00% | $1,000.00 | 0.00% |
| 95.00 | -5.00% | $1,000.00 | 0.00% |
| 90.00 | -10.00% | $1,000.00 | 0.00% |
| 85.00 | -15.00% | $1,000.00 | 0.00% |
| 80.00 | -20.00% | $1,000.00 | 0.00% |
| 70.00 | -30.00% | $900.00 | -10.00% |
| 60.00 | -40.00% | $800.00 | -20.00% |
| 40.00 | -60.00% | $600.00 | -40.00% |
| 20.00 | -80.00% | $400.00 | -60.00% |
| 0.00 | -100.00% | $200.00 | -80.00% |
| PS-10 |
The following examples indicate how the Final Settlement Value would be calculated with respect to a hypothetical $1,000 investment in the securities.
Example 1: The value of the Reference Asset increases from the Initial Value of 100.00 to a Final Value of 110.00.
| Reference Return: | 10.00% |
| Final Settlement Value: | $1,105.00 |
Because the Reference Return is positive, the Final Settlement Value would be $1,105.00 per $1,000 Principal Amount, calculated as follows:
$1,000 + ($1,000 × Reference Return × Upside Participation Rate)
= $1,000 + ($1,000 × 10.00% × 105%)
= $1,105.00
Example 1 shows that you will receive the return of your principal investment plus a return equal to the Reference Return multiplied by the Upside Participation Rate of 105% when the Reference Return is positive.
Example 2: The value of the Reference Asset decreases from the Initial Value of 100.00 to a Final Value of 95.00.
| Reference Return: | -5.00% |
| Final Settlement Value: | $1,000.00 |
Because the Reference Return is less than zero but greater than the Buffer Value of -20%, the Final Settlement Value would be $1,000.00 per $1,000 Principal Amount (a zero return).
Example 3: The value of the Reference Asset decreases from the Initial Value of 100.00 to a Final Value of 60.00.
| Reference Return: | -40.00% |
| Final Settlement Value: | $800.00 |
Because the Reference Return is less than the Buffer Value of -20%, the Final Settlement Value would be $800.00 per $1,000 Principal Amount, calculated as follows:
$1,000 + [$1,000 × (Reference Return + 20%)]
= $1,000 + [$1,000 × (-40.00% + 20%)]
= $800.00
Example 3 shows that you are exposed on a 1-to-1 basis to declines in the value of the Reference Asset beyond the Buffer Value of -20%. YOU MAY LOSE UP TO 80% OF THE PRINCIPAL AMOUNT OF YOUR SECURITIES.
| PS-11 |
|
INFORMATION RELATING TO THE REFERENCE ASSET
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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.
The top 5 industry groups by market capitalization as of November 28, 2014 were: Information Technology, Financials, Health Care, Consumer Discretionary and Industrials.
In September 2012, S&P Dow Jones Indices LLC updated its index methodology so that, subject to several exceptions, shareholdings by specified types of insiders that represent more than 5% of the outstanding shares of a security are removed from the float for purposes of calculating the SPX.
For more information about the SPX, see “S&P 500Ò Index” beginning on page S-6 of the accompanying Equity Index Underlying Supplement.
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Historical Performance of the SPX
The following graph sets forth the historical performance of the SPX based on the daily historical closing levels from January 1, 2008 through December 30, 2014. The closing level for the SPX on December 30, 2014 was 2,080.35. 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 SPX should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing Value of the SPX on the Final Valuation Date. |
License Agreement
Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC; Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed for use by S&P Dow Jones Indices LLC. “Standard & Poor’s®”, “S&P 500®” and “S&P®” are trademarks of S&P and have been licensed for use by S&P Dow Jones Indices LLC and its affiliates and sublicensed for certain purposes by HSBC. The S&P 500® Index (the “Index”) is a product of S&P Dow Jones Indices LLC, and has been licensed for use by HSBC.
The securities are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, Standard & Poor’s Financial Services LLC or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the holders of the securities or any member of the public regarding the advisability of investing in securities generally or in the securities particularly or the ability of the Index to track general market performance. S&P Dow Jones Indices’ only relationship to HSBC with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices. The Index is determined, composed and calculated by S&P Dow Jones Indices without regard to HSBC or the securities. S&P Dow Jones Indices has no obligation to take the needs of HSBC or the holders of the securities into consideration in determining, composing or calculating the Index. S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices, and amount of the securities or the timing of the issuance or sale of the securities or in the determination or calculation of the equation by which the securities are to be converted into cash. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of the securities. There is no assurance that investment products based on the Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within the Index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to the securities currently being issued by HSBC, but which may be similar to and competitive with the securities. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Index. It is possible that this trading activity will affect the value of the Index and the securities.
S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY HSBC, HOLDERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND HSBC, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
| PS-12 |
|
Description of the EFA
The EFA seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded securities in the European, Australasian, and Far Eastern markets, as measured by the MSCI EAFE® Index, which is the underlying index of the EFA. As of November 28, 2014, the MSCI EAFE Index consisted of the following 21 component country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.
For more information about the EFA, see “The iShares® MSCI EAFE Index Fund” beginning on page S-24 of the accompanying ETF Underlying Supplement. |
Historical Performance of the EFA
The following graph sets forth the historical performance of the EFA based on the daily historical closing prices from January 1, 2008 through December 30, 2014. The closing price for the EFA on December 30, 2014 was $61.22. 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.
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The historical prices of the EFA should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing Value of the EFA on the Final Valuation Date.
| Quarter Begin | Quarter End | Quarterly High (Intraday) |
Quarterly Low (Intraday) |
Quarterly Close |
| 1/2/2008 | 3/31/2008 | $79.22 | $65.63 | $71.90 |
| 4/1/2008 | 6/30/2008 | $78.76 | $68.06 | $68.70 |
| 7/1/2008 | 9/30/2008 | $68.39 | $52.36 | $56.30 |
| 10/1/2008 | 12/31/2008 | $56.42 | $35.53 | $44.87 |
| 1/2/2009 | 3/31/2009 | $45.61 | $31.56 | $37.59 |
| 4/1/2009 | 6/30/2009 | $49.18 | $37.28 | $45.81 |
| 7/1/2009 | 9/30/2009 | $56.31 | $43.49 | $54.70 |
| 10/1/2009 | 12/31/2009 | $57.66 | $52.42 | $55.30 |
| 1/4/2010 | 3/31/2010 | $58.00 | $49.94 | $56.00 |
| 4/1/2010 | 6/30/2010 | $58.08 | $45.86 | $46.51 |
| 7/1/2010 | 9/30/2010 | $55.81 | $46.45 | $54.92 |
| 10/1/2010 | 12/31/2010 | $59.50 | $53.85 | $58.23 |
| 1/3/2011 | 3/31/2011 | $61.98 | $54.69 | $60.09 |
| 4/1/2011 | 6/30/2011 | $64.35 | $56.71 | $60.14 |
| 7/1/2011 | 9/30/2011 | $60.86 | $46.09 | $47.75 |
| 10/3/2011 | 12/30/2011 | $55.86 | $45.46 | $49.53 |
| 1/3/2012 | 3/30/2012 | $55.91 | $48.99 | $54.90 |
| 4/2/2012 | 6/29/2012 | $55.68 | $46.55 | $49.96 |
| 7/2/2012 | 9/28/2012 | $55.57 | $47.30 | $53.00 |
| 10/1/2012 | 12/31/2012 | $56.88 | $51.63 | $56.82 |
| 1/1/2013 | 3/29/2013 | $59.99 | $56.69 | $58.98 |
| 4/2/2013 | 6/29/2013 | $64.13 | $56.45 | $57.38 |
| 7/2/2013 | 9/30/2013 | $65.11 | $57.02 | $63.79 |
| 10/1/2013 | 12/31/2013 | $67.36 | $62.54 | $67.06 |
| 1/2/2014 | 3/31/2014 | $68.19 | $62.28 | $67.17 |
| 4/1/2014 | 6/30/2014 | $70.78 | $65.69 | $68.37 |
| 7/1/2014 | 9/30/2014 | $69.29 | $63.85 | $64.12 |
| 10/1/2014* | 12/30/2014* | $64.54 | $58.64 | $61.22 |
* This pricing supplement includes for the fourth calendar quarter of 2014 data for the period from October 1, 2014 through December 30, 2014. Accordingly, the “Quarterly High,” “Quarterly Low” and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for the fourth calendar quarter of 2014.
| PS-13 |
Historical Performance of the Reference Asset
The following graph illustrates the hypothetical daily historical performance of the Reference Asset from January 1, 2008 through December 30, 2014 based on closing value information from the Bloomberg Professional® service, if the value of the Reference Asset was made to equal 100 on January 1, 2008. The hypothetical historical performance reflects the performance the Reference Asset would have exhibited based on (i) the actual historical performance of the Underlyings and (ii) the assumption that no adjustment to the Official Closing Value of the EFA occurred from January 1, 2008 through December 30, 2014. Neither the hypothetical historical performance of the Reference Asset nor the actual historical performance of any Underlying should be taken as indications of future performance.
We cannot give you assurance that the performance of the Reference Asset will result in the return of your initial investment. You may lose up to 80% of your investment.
| PS-14 |
EVENTS OF DEFAULT AND ACCELERATION
If the securities have become immediately due and payable following an Event of Default (as defined in the accompanying prospectus) with respect to the securities, the calculation agent will determine the accelerated payment due and payable at maturity in the same general manner as described in “Payment at Maturity” in this pricing supplement. In that 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, 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 an Underlying on that scheduled trading day, then the accelerated Final Valuation Date for that Underlying 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 immediately preceding the date of acceleration, the determination of such Underlying’s Final Component Value will be made on such date, irrespective of the existence of a Market Disruption Event with respect to the other Underlying occurring on such date.
If the securities have become immediately due and payable following an Event of Default, you will not be entitled to any additional payments with respect to the securities. 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 securities. Pursuant to the terms of a distribution agreement, HSBC Securities (USA) Inc. will purchase the securities 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 securities directly to investors. HSBC Securities (USA) Inc. will offer the securities at the price to public set forth on the cover page of this pricing supplement. HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 3.00% per $1,000 Principal Amount in connection with the distribution of the securities 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 securities.
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 securities, but is under no obligation to make a market in the securities 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.
U.S. FEDERAL INCOME TAX CONSIDERATIONS
There is no direct legal authority as to the proper tax treatment of the securities, and therefore significant aspects of the tax treatment of the securities are uncertain as to both the timing and character of any inclusion in income in respect of the securities. Under one approach, a security should be treated as a pre-paid executory contract with respect to the Reference Asset. We intend to treat the securities consistent with this approach. Pursuant to the terms of the securities, you agree to treat the securities under this approach for all U.S. federal income tax purposes. Subject to the limitations described therein, and based on certain factual representations received from us, in the opinion of our special U.S. tax counsel, Morrison & Foerster LLP, it is reasonable to treat a security as a pre-paid executory contract with respect to the Reference Asset. Pursuant to this approach and subject to the discussion below regarding “constructive ownership transactions,” we do not intend to report any income or gain with respect to the securities prior to their maturity or an earlier sale or exchange and we intend to treat any gain or loss upon maturity or an earlier sale or exchange as long-term capital gain or loss, provided that you have held the security for more than one year at such time for U.S. federal income tax purposes.
Despite the foregoing, U.S. holders (as defined under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement) should be aware that the Internal Revenue Code of 1986, as amended (the “Code”), contains a provision, Section 1260 of the Code, which sets forth rules which are applicable to what it refers to as “constructive ownership transactions.” Due to the manner in which it is drafted, the precise applicability of Section 1260 of the Code to any particular transaction is often uncertain. In general, a “constructive ownership transaction” includes a contract under which an investor will receive payment equal to or credit for the future value of any equity interest in a regulated investment company (such as shares of the EFA (the “Underlying Shares”) included in the Reference Asset). Under the “constructive ownership” rules, if an investment in the securities is treated as a “constructive ownership transaction,” any long-term capital gain recognized by a U.S. holder in respect of a security will be recharacterized as ordinary income to the extent such gain exceeds the amount of “net underlying long-term capital gain” (as defined in Section 1260 of the Code) of the U.S. holder determined as if the U.S. holder had acquired the Underlying Shares on the original issue date of the security at fair market value and sold them at fair market value on the Maturity Date (if the security was held until the Maturity Date) or on the date of sale or
| PS-15 |
exchange of the security (if the security was sold or exchanged prior to the Maturity Date) (the “Excess Gain”). In addition, an interest charge will also apply to any deemed underpayment of tax in respect of any Excess Gain to the extent such gain would have resulted in gross income inclusion for the U.S. holder in taxable years prior to the taxable year of the sale, exchange or maturity of the security (assuming such income accrued at a constant rate equal to the applicable federal rate as of the date of sale, exchange or maturity of the security).
Although the matter is not clear, there exists a risk that an investment in the securities linked to the Reference Asset will be treated as a “constructive ownership transaction.” If such treatment applies, it is not entirely clear to what extent any long-term capital gain recognized by a U.S. holder in respect of a security linked to the Reference Asset will be recharacterized as ordinary income. It is possible, for example, that the amount of the Excess Gain (if any) that would be recharacterized as ordinary income in respect of each security linked to the Reference Asset will equal the excess of (i) any long-term capital gain recognized by the U.S. holder in respect of such a security over (ii) the “net underlying long-term capital gain” such U.S. holder would have had if such U.S. holder had acquired a number of the Underlying Shares at fair market value on the original issue date of such security for an amount equal to the relevant portion of the “issue price” of the security and, upon the date of sale, exchange or maturity of the security, sold such Underlying Shares at fair market value (which would reflect the percentage increase in the value of the Underlying Shares over the term of the security). Accordingly, U.S. holders should consult their tax advisors regarding the potential application of the “constructive ownership” rules.
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.
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 securities.
For a discussion of the U.S. federal income tax consequences of your investment in a security, please see the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.
VALIDITY OF THE SECURITIES
In the opinion of Morrison & Foerster LLP, as counsel to the Issuer, when the securities 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 securities 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-16 |
| 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 securities, and these documents are not soliciting an offer to buy these securities, 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. $4,700,000 Buffered Uncapped Market Participation Securities Linked to a Basket of the S&P 500® Index and the iShares® MSCI EAFE Index Fund
December 30, 2014
PRICING SUPPLEMENT | ||
| Pricing Supplement | |||
| General | PS-4 | ||
| Payment at Maturity | PS-4 | ||
| Investor Suitability | PS-6 | ||
| Risk Factors | PS-7 | ||
| Illustrative Examples | PS-10 | ||
| Information Relating to the Reference Asset | PS-12 | ||
| Events of Default and Acceleration | PS-15 | ||
| Supplemental Plan of Distribution (Conflicts of Interest) | PS-15 | ||
| U.S. Federal Income Tax Considerations | PS-15 | ||
| Validity of the Securities | PS-16 | ||
| 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 |