Obligation HSBC Holdings PLC 8.113% ( US404280DS59 ) en USD

HSBC Holdings PLC

107.92 % ▲

Royaume-Uni

US404280DS59 ( en USD )

8.113% par an ( paiement semestriel )

02/11/2033

Prospectus brochure de l'obligation HSBC Holdings PLC US404280DS59 en USD 8.113%, échéance 02/11/2033

200 000 USD

2 000 000 000 USD

404280DS5

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

02/11/2024 ( Dans 170 jours )

L'Obligation émise par HSBC Holdings PLC ( Royaume-Uni ) , en USD, avec le code ISIN US404280DS59, paye un coupon de 8.113% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/11/2033

L'Obligation émise par HSBC Holdings PLC ( Royaume-Uni ) , en USD, avec le code ISIN US404280DS59, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par HSBC Holdings PLC ( Royaume-Uni ) , en USD, avec le code ISIN US404280DS59, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

HSBC Holdings plc
$2,000,000,000 8.113% Fixed Rate/Floating Rate Subordinated Unsecured Notes due 2033 (the
"Notes")
Pricing Term Sheet:
Issuer:
HSBC Holdings plc ("HSBC Holdings")
Sole Book-Running Manager:
HSBC Securities (USA) Inc. ("HSI")
Co-Managers:
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Bank of Ireland
Bankinter SA
Bank of Communications Co., Ltd. Hong Kong Branch
BBVA Securities Inc.
BMO Capital Markets Corp.
BNY Mellon Capital Markets, LLC
CIBC World Markets Corp.
Erste Group Bank AG
Intesa Sanpaolo S.p.A.
KBC Securities USA LLC
Lloyds Securities Inc.
nabSecurities, LLC
Nordea Bank Abp
Rabo Securities USA, Inc.
Scotia Capital (USA) Inc.
Société Générale
Swedbank AB (publ)
U.S. Bancorp Investments, Inc.
Westpac Banking Corporation
Academy Securities, Inc.
American Veterans Group, PBC
Apto Partners, LLC
Bancroft Capital, LLC
Blaylock Van, LLC
Cabrera Capital Markets LLC
CAVU Securities, LLC
Drexel Hamilton, LLC
Great Pacific Securities
Guzman & Company
Independence Point Securities LLC
MFR Securities, Inc.
Mischler Financial Group, Inc.
Multi-Bank Securities, Inc.
R. Seelaus & Co., LLC
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Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC

Stern Brothers & Co
Tigress Financial Partners LLC
Tribal Capital Markets, LLC
Structure:
Fixed Rate/Floating Rate Subordinated Unsecured Notes
Issuer Ratings:*
A3 (stable) (Moody's) / A- (stable) (S&P) / A+ (stable) (Fitch)
Expected Issue Ratings:*
Baa1 (Moody's) / BBB (S&P) / A- (Fitch)
Pricing Date:
October 26, 2022
Settlement Date:
November 3, 2022 (T+6) (the "Issue Date")
Maturity Date:
November 3, 2033
Form of Offering:
SEC Registered Global

Transaction Details:
Principal Amount:
$2,000,000,000
Fixed Rate Coupon:
8.113% per annum (the "Initial Interest Rate"), during the Fixed
Rate Period (as defined below)
Fixed Rate Benchmark Treasury:
UST 2.750% due August 15, 2032
Fixed Rate Treasury Yield:
4.013%
Fixed Rate Treasury Price:
89-27
Fixed Rate Re-offer Spread:
UST +410 basis points
Floating Rate Pricing Benchmark:
Compounded Daily SOFR (calculated as described under
"Description of the Notes--Interest" in the Preliminary
Prospectus Supplement), subject to the Benchmark Transition
Provisions
Floating Rate Coupon:
SOFR (as determined on the applicable Interest Determination
Date (as defined below)), plus 4.250% per annum (the
"Margin"), during the Floating Rate Period (as defined below),
subject to the Benchmark Transition Provisions
Fixed Rate Re-offer Yield:
8.113%
Issue Price:
100.000%
Gross Fees:
0.450%
Net Price:
99.550%
Net Proceeds to Issuer:
$1,991,000,000
Par Redemption Date:
November 3, 2032
Interest Pay Frequency:
Semi-annually, during the Fixed Rate Period (as defined below);
quarterly, during the Floating Rate Period (as defined below).
Interest Payment Dates:
From (and including) the Issue Date to (but excluding)
November 3, 2032 (the "Fixed Rate Period"), interest on the
Notes will be payable semi-annually in arrear on May 3 and
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November 3 of each year, beginning on May 3, 2023 (each, a
"Fixed Rate Period Interest Payment Date").
From (and including) November 3, 2032 to (but excluding) the
Maturity Date (the "Floating Rate Period"), interest on the Notes
will be payable quarterly in arrear on February 3, 2033, May 3,
2033, August 3, 2033 and November 3, 2033 (each, a "Floating
Rate Period Interest Payment Date" and, together with the Fixed
Rate Period Interest Payments Dates, the "Interest Payment
Dates").
Floating Rate Interest Period:
During the Floating Rate Period, the period beginning on (and
including) a Floating Rate Period Interest Payment Date and
ending on (but excluding) the next succeeding Floating Rate
Period Interest Payment Date (each, a "Floating Rate Interest
Period"); provided that the first Floating Rate Interest Period will
begin on November 3, 2032 and will end on (but exclude) the
first Floating Rate Period Interest Payment Date.
Interest Determination Dates:
The third business day preceding the applicable Interest Payment
Date (each, an "Interest Determination Date").
Optional Redemption:
HSBC Holdings may, in its sole discretion, redeem the Notes on
the Par Redemption Date, in whole but not in part, at 100% of
their principal amount plus any accrued and unpaid interest to
(but excluding) the Par Redemption Date.
The Notes are not redeemable at the option of the noteholders at
any time.
Redemption Upon Capital
Following the occurrence of a Capital Disqualification Event,
Disqualification Event:
HSBC Holdings may, on the terms and subject to the provisions
set forth under "Description of the NotesRedemption" in the
Preliminary Prospectus Supplement, within 90 days of the
occurrence of the relevant Capital Disqualification Event, in
HSBC Holdings' sole discretion, redeem the Notes in whole, but
not in part, at a redemption price equal to 100% of their principal
amount, plus any accrued and unpaid interest to (but excluding)
the applicable redemption date.
A "Capital Disqualification Event" means an event that shall be
deemed to have occurred if HSBC Holdings determines at any
time after the Issue Date, that there is a change in the regulatory
classification of the Notes that results in or will result in: either
(i) their exclusion in whole or in part from the regulatory capital
of the HSBC Group; or (ii) their reclassification in whole or in
part as a form of regulatory capital of the HSBC Group that is
lower than Tier 2 capital (if any).
Tax Event Redemption:
HSBC Holdings may redeem the Notes in whole (but not in part)
in its sole discretion upon the occurrence of certain tax events.
The redemption price will be equal to 100% of their principal
amount plus any accrued and unpaid interest to (but excluding)
the date of redemption.
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Redemption Conditions:
Any redemption of the Notes is subject, where applicable, to the
regulatory consent and compliance with certain regulatory
preconditions as described under "Description of the Notes--
Redemption" in the Preliminary Prospectus Supplement.
Any redemption of the Notes is subject to HSBC Holdings'
giving prior notice to the noteholders as described under
"Description of the Notes-- Redemption" in the Preliminary
Prospectus Supplement.
Ranking:
The Notes will constitute HSBC Holdings' direct, unsecured
obligations and will rank equally without any preference among
themselves. The rights of the holders of the Notes will, in the
event of HSBC Holdings' winding up, be subordinated in right
of payment to claims of HSBC Holdings' depositors and all other
creditors of HSBC Holdings other than claims which are by their
terms, or are expressed to be, subordinated to, or pari passu with,
the Notes.
Events of Default and Defaults:
The noteholders will not have the right to request the trustee to
declare the principal amount and accrued but unpaid payments
with respect to the Notes to be due and payable or to accelerate
the Notes in the case of non-payment of principal and/or interest
on the Notes. Payment of the principal amount, together with
accrued and unpaid payments with respect to the outstanding
Notes, may be accelerated only upon certain events of a winding-
up.
An "Event of Default" with respect to the Notes means any one
of the following events:
(i) an order is made by an English court which is not successfully
appealed within 30 days after the date such order was made for
HSBC Holdings' winding up other than in connection with a
scheme of amalgamation or reconstruction not involving
bankruptcy or insolvency; or
(ii) an effective resolution is validly adopted by HSBC Holdings'
shareholders for its winding up other than in connection with a
scheme of amalgamation or reconstruction not involving
bankruptcy or insolvency.
In addition to Events of Default, the Indenture also will provide
separately for "Defaults." A Default with respect to the Notes
means any one of the following events:
(i) failure to pay principal or premium, if any, on the Notes at
maturity, and such default continues for a period of 30 days; or
(ii) failure to pay any interest on the Notes when due and
payable, which failure continues for 30 days.
If a Default occurs, the trustee may institute proceedings in
England (but not elsewhere) for HSBC Holdings' winding-up;
provided that the trustee may not, upon the occurrence of a
Default, accelerate the maturity of any outstanding Notes, unless
an Event of Default has occurred and is continuing.
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Notwithstanding the foregoing, failure to make any payment in
respect of the Notes will not be a Default in respect of the Notes
if such payment is withheld or refused:
(i) in order to comply with any fiscal or other law or regulation
or with the order of any court of competent jurisdiction, in
each case applicable to such payment; or
(ii) in case of doubt as to the validity or applicability of any such
law, regulation or order, in accordance with advice given as
to such validity or applicability at any time during the said
grace period of 30 days by independent legal advisers
acceptable to the trustee;
provided, however, that the trustee may, by notice to HSBC
Holdings, require HSBC Holdings to take such action (including
but not limited to proceedings for a declaration by a court of
competent jurisdiction) as the trustee may be advised in an
opinion of counsel, upon which opinion the trustee may
conclusively rely, is appropriate and reasonable in the
circumstances to resolve such doubt, in which case HSBC
Holdings will forthwith take and expeditiously proceed with
such action and will be bound by any final resolution of the doubt
resulting therefrom. If any such resolution determines that the
relevant payment can be made without violating any applicable
law, regulation or order then the preceding sentence will cease to
have effect and the payment will become due and payable on the
expiration of the relevant grace period of 30 days after the trustee
gives written notice to HSBC Holdings informing it of such
resolution.
Notwithstanding any other provision of the Indentures or the
Notes, the right of any noteholder to receive payment of the
principal of, or interest on, the Notes on or after the due dates
thereof and to institute suit for the enforcement of any such
payment on or after such respective dates, will not be impaired
or affected without the consent of such noteholder.
Agreement with Respect to the Exercise
The provisions in the Preliminary Prospectus Supplement in the
of UK Bail-in Power:
section "Description of the Notes--Agreement with Respect to
the Exercise of UK Bail-in Power" are applicable.
Governing Law:
The Indenture and the Notes will be governed by, and construed
in accordance with, the laws of the State of New York, except
that the subordination provisions of the Indenture and of the
Notes (see "Description of the Notes--Ranking--Ranking of the
Subordinated Notes" in the Preliminary Prospectus Supplement)
will be governed by, and construed in accordance with, the laws
of England and Wales. Any legal proceedings arising out of, or
based upon, the Indenture or the Notes may be instituted in any
state or federal court in the City of New York, New York.
Day Count Convention:
30/360 (following, unadjusted) during the Fixed Rate Period;
actual/360 (modified following, adjusted) during the Floating
Rate Period.
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Minimum Denomination:
$200,000 and integral multiples of $1,000 in excess thereof.
Listing:
Application will be made to list the Notes on the NYSE.
Documentation:
Preliminary prospectus supplement dated October 26, 2022 (the
"Preliminary Prospectus Supplement") incorporating the
Prospectus dated February 26, 2021 relating to the Notes. If there
is any discrepancy or contradiction between this Pricing Term
Sheet and the Preliminary Prospectus Supplement, this Pricing
Term Sheet shall prevail.
Paying Agent:
HSBC Bank USA, National Association.
Calculation Agent:
HSBC Bank USA, National Association.
Trustee:
The Bank of New York Mellon, London Branch.
CUSIP:
404280DS5
ISIN:
US404280DS59
Recent Developments:
HSBC Holdings is issuing $1,750,000,000 7.336% Fixed
Rate/Floating Rate Senior Unsecured Notes due 2026 and
$2,250,000,000 7.390% Fixed Rate/Floating Rate Senior
Unsecured Notes due 2028, which HSBC Holdings expects to
deliver to purchasers on or about November 3, 2022. The
estimated net proceeds from the sale of the $1,750,000,000
7.336% Fixed Rate/Floating Rate Senior Unsecured Notes due
2026 and the $2,250,000,000 7.390% Fixed Rate/Floating Rate
Senior Unsecured Notes due 2028 are approximately
$3,988,875,000 (after deducting underwriting discounts).

Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary
Prospectus Supplement.
* A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the assigning rating organization. Each rating should be evaluated
independently of any other rating.
HSBC Holdings has filed a registration statement (including a prospectus) with the SEC for the offering
to which this communication relates. Before you invest, you should read the prospectus in the registration
statement and other documents HSBC Holdings has filed with the SEC for more complete information
about HSBC Holdings and this offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively, HSBC Holdings or HSI will arrange to send you the
prospectus if you request it by calling toll-free 1-866-811-8049.
It is expected that delivery of the notes will be made to investors on or about November 3, 2022, which
will be the sixth business day following the date of the Preliminary Prospectus Supplement (such
settlement being referred to as "T+6"). Under Rule 15c6-1 under the Securities Exchange Act of 1934,
trades in the secondary market are required to settle in two business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to two business
days before delivery will be required, by virtue of the fact that the notes initially settle in T+6, to specify
an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers
of the notes who wish to trade the notes prior to two business days before delivery should consult their
advisors.
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