Obligation HSBC Premier 6.676% ( US40429CGD83 ) en USD

HSBC Premier

100 % ▼

Etas-Unis

US40429CGD83 ( en USD )

6.676% par an ( paiement semestriel )

14/01/2021 - Obligation échue

Prospectus brochure de l'obligation HSBC US40429CGD83 en USD 6.676%, échue

1 000 USD

2 923 214 000 USD

40429CGD8

N/A

N/A

HSBC Holdings plc est une banque multinationale britannique qui opère dans plus de 60 pays et territoires, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'analyse du cycle de vie d'une émission obligataire majeure de HSBC révèle les caractéristiques clés et la finalisation réussie de cet instrument de dette : émise par HSBC, l'un des plus grands groupes de services bancaires et financiers au monde dont le siège est au Royaume-Uni et qui opère globalement, cette obligation spécifique portait le code ISIN US40429CGD83 et le code CUSIP 40429CGD8 et a été émise depuis les États-Unis, démontrant la portée internationale de l'émetteur dans sa stratégie de financement; d'un montant total de 2 923 214 000 USD, une taille significative attestant de l'importance de cette levée de fonds sur les marchés, elle offrait un taux d'intérêt annuel de 6,676% payé avec une fréquence bi-annuelle (2 fois par an), garantissant des flux de revenus réguliers aux investisseurs; la devise de l'émission était le dollar américain (USD) et la taille minimale à l'achat était de 1 000 USD, la rendant accessible à une diversité d'investisseurs; sa date de maturité était fixée au 14 janvier 2021, et conformément à ses termes, l'obligation est arrivée à échéance et a été intégralement remboursée à 100% de son prix nominal sur le marché à cette date, signifiant que les détenteurs ont récupéré leur capital initial, en plus des intérêts courus, validant ainsi la nature prévisible et la sécurité du capital à l'échéance inhérentes aux placements obligataires.

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424B3 1 a2205634z424b3.htm 424(B)(3)
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Prospectus
Filed pursuant to Rule 424(b)(3)
Registration No.: 333-174628
HSBC Finance Corporation
Offer to Exchange $2,938,669,000 Principal Amount of Outstanding 6.676% Senior
Subordinated Notes due 2021 for $2,938,669,000 Principal Amount of 6.676% Senior
Subordinated Notes due 2021, which have been registered under the Securities Act
We are offering to exchange new 6.676% Senior Subordinated Notes due 2021 (which we refer to as the "new notes") for an
equal principal amount of our currently outstanding 6.676% Senior Subordinated Notes due 2021 (which we refer to as the "old
notes") on the terms and subject to the conditions detailed in this prospectus and the accompanying letter of transmittal. The CUSIP
numbers for the old notes are 40429CGB2 (144A) and U4428DCD4 (Reg S).
The Exchange Offer
·
The exchange offer expires at 11:59 p.m., New York City time, on Friday, October 14, 2011, unless extended by us in
our sole discretion.
·
All old notes that are validly tendered and not validly withdrawn will be exchanged.
·
Tenders of old notes may be withdrawn any time prior to the expiration of the exchange offer.
·
To exchange your old notes, you are required to make the representations described on page 38 to us.
·
The exchange of the old notes will not be a taxable exchange for U.S. federal income tax purposes.
·
We will not receive any proceeds from the exchange offer.
·
You should read the section called "The Exchange Offer" for further information on how to exchange your old notes for
new notes.
The New Notes
·
The terms of the new notes to be issued are identical in all material respects to the old notes, except that the new notes
have been registered under the Securities Act of 1933, as amended (the "Securities Act"), will not have any of the
transfer restrictions, registration rights and additional interest provisions relating to the old notes and will bear a
different CUSIP number from the old notes. The new notes will represent the same debt as the old notes and will be
issued under the same indenture.
·
The new notes will be senior subordinated unsecured obligations of HSBC Finance Corporation ("HSBC Finance")
and will rank junior in right of payment to all of HSBC Finance's existing and future senior indebtedness, equally in
right of payment with any of HSBC Finance's existing and future senior subordinated indebtedness, and senior in right
of payment to any of HSBC Finance's existing and future indebtedness that is expressly subordinated in right of
payment to the new notes.
·
The new notes will be structurally subordinated to all of the existing and future indebtedness and other liabilities of
HSBC Finance's subsidiaries.
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·
The new notes will not be listed on any exchange, listing authority or quotation system. Currently, there is no public
market for the old notes or the new notes. The new notes will not be subject to optional redemption by HSBC Finance
prior to maturity and there will be no sinking fund for the new notes.
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-
dealer as a result of market-making activities or other trading activities. We have has agreed that, for a period of 180 days
after the expiration date of the exchange offer, we will make this prospectus available to any broker-dealer for use in
connection with any such resale. See "Plan of Distribution."
See "Risk Factors" beginning on page 13 and incorporated by reference herein to read about the
risks you should consider prior to tendering your old notes in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is September 16, 2011
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TABLE OF CONTENTS

Page
General Information

1
Available Information

1
Incorporation of Certain Information by Reference

1
Electronic Delivery of Documents

2
Forward-Looking Statements

2
Summary

3
Risk Factors

13
Use of Proceeds

18
Ratio of Earnings to Fixed Charges and to Combined Fixed Charges and Preferred Stock
Dividends

18
Selected Financial Data

19
Unaudited Pro Forma Condensed Financial Information

23
The Exchange Offer

33
Description of the New Notes

43
Book-Entry Procedures

50
Material United States Federal Income Tax Consequences

53
Certain Benefit Plan and IRA Considerations

57
Plan of Distribution

59
Legal Matters

60
Experts

60
None of HSBC Finance, the exchange agent, the information agent nor any of our or their respective affiliates or
representatives has authorized anyone else to provide you with different information or to make any representation other
than those contained in this prospectus or incorporated by reference herein. You should rely only on the information contained
in this prospectus or incorporated by reference herein. This prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an
offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any persons to whom it is unlawful to make such
offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus is accurate as
of any date other than the date indicated on the front cover of this prospectus or that any information we have incorporated
by reference is accurate as of any date other than the date of the document incorporated by reference.
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GENERAL INFORMATION
As used in this prospectus, "us," "we", "our" or "HSBC Finance" refers to HSBC Finance Corporation, excluding its
subsidiaries and affiliates unless the context otherwise requires or unless otherwise specified.
On December 3, 2010, we delivered an aggregate principal amount of $1,938,669,000 of old notes in exchange for the
following: $607,870,000 aggregate principal amount of our 5.5% Senior Notes due January 19, 2016; $306,498,000 aggregate
principal amount of our 5% Senior Notes due June 30, 2015; $75,465,000 aggregate principal amount of our 5.25% Senior Notes due
January 15, 2014; $53,937,000 aggregate principal amount of our 5.25% Senior Notes due April 15, 2015; $530,620,000 aggregate
principal amount of our 7.625% Senior Notes due May 17, 2032 and $222,738,000 aggregate principal amount of our 7.35% Senior
Notes due November 27, 2032 pursuant to and subject to the terms of private exchange offers, plus accrued and unpaid interest on the
notes that were tendered in the exchange and cash in lieu of fractional portions of notes that were issued in the exchange (the "Debt
Exchange"). The Debt Exchange was conducted pursuant to Rule 144A and Regulation S of the Securities Act.
On December 13, 2010, we issued an additional $1,000,000,000 principal amount of old notes, which were consolidated to
form a single series with the notes issued in the Debt Exchange.
The "old notes," consisting of a single series of 6.676% Senior Subordinated Notes due 2021 which were issued on
December 3, 2010 and December 13, 2010, and the "new notes," consisting of the 6.676% Senior Subordinated Notes due 2021
offered pursuant to this prospectus, are sometimes collectively referred to in this prospectus as the "notes."
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the SEC. You may read and copy any document we file
at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on their public reference room. Our SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange offer.
This prospectus is part of that registration statement and, as permitted by the SEC's rules, does not contain all the information set forth
in the registration statement. For further information you may refer to the registration statement and to the exhibits and schedules filed
as part of the registration statement. You can review and copy the registration statement and its exhibits and schedules at the public
reference facilities maintained by the SEC as described above. The registration statement, including its exhibits and schedules, is also
available on the SEC's website.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus the information that we file. This means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered to
be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") until the exchange offer is completed:
·
Annual Report on Form 10-K, as amended by the Annual Report on Form 10-K/A, for the fiscal year ended
December 31, 2010;
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·
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2011 and June 30, 2011; and
·
Current Reports on Form 8-K filed May 27, 2011, June 15, 2011, July 28, 2011, August 10, 2011 and August 12, 2011.
You may request a copy of these filings at no cost, by writing to or telephoning us at the following address:
HSBC Finance Corporation
26525 North Riverwoods Boulevard
Mettawa, Illinois 60045
Attention: Corporate Secretary

Telephone: (224) 544-2000
In order to ensure timely delivery of the information, any request should be made no later than five business days before
the expiration date of the exchange offer.
ELECTRONIC DELIVERY OF DOCUMENTS
We are delivering copies of this prospectus in electronic form through the facilities of The Depository Trust Company ("DTC").
You may obtain paper copies of the prospectus by contacting the exchange agent at its address specified on the inside back cover of
this prospectus. By participating in the exchange offer, you will (unless you have requested paper delivery of documents) be
consenting to electronic delivery of these documents.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated by reference, may contain certain statements that may be forward-looking
in nature within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we may make or approve certain
statements in future filings with the SEC, in press releases, or oral or written presentations by our representatives that are not
statements of historical fact and may also constitute forward-looking statements. Words such as "may," "will," "should," "would,"
"could," "appears," "believe," "intends," "expects," "estimates," "targeted," "plans," "anticipates," "goal" and similar expressions are
intended to identify forward-looking statements but should not be considered as the only means through which these statements may be
made. These matters or statements will relate to our future financial condition, economic forecast, results of operations, plans,
objectives, performance or business developments and will involve known and unknown risks, uncertainties and other factors that
may cause our actual results, performance or achievements to be materially different from that which was expressed or implied by
such forward-looking statements. Forward-looking statements are based on our current views and assumptions and speak only as of
the date they are made.
In addition, you should consider the risks described in "Risk Factors" in this prospectus, the information under Item 1A ("Risk
Factors") and Item 7A ("Quantitative and Qualitative Disclosures About Market Risk") in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2010 and the information under Item 2 ("Management's Discussion and Analysis of Financial
Conditions and Results of Operations--Risk Management") and Item 3 ("Quantitative and Qualitative Disclosures About Market
Risk") in our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2011 and June 30, 2011, which could also
cause actual results to differ from forward-looking information. In light of these and other uncertainties, the forward-looking
statements included in this document should not be regarded as a representation by us that any of our plans and objectives will be
achieved.
None of HSBC Finance, the exchange agent, the information agent or any of our or their respective affiliates or representatives
undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise.
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SUMMARY
This summary highlights some of the information contained, or incorporated by reference, in this prospectus to help you
understand our business, the exchange offer and the notes. It does not contain all of the information that is important to you. You
should carefully read this prospectus in its entirety, including the information incorporated by reference into this prospectus, to
understand fully the terms of the new notes, as well as the other considerations that are important to you in making your decision
whether to participate in the exchange offer. You should pay special attention to the "Risk Factors" beginning on page 13 and the
section entitled "Forward-Looking Statements" beginning on page 2.
HSBC Finance Corporation
Our subsidiaries provide lending products to middle-market consumers in the United States, and we are the principal fund
raising vehicle for the operations of our subsidiaries. We trace our origins to 1878 and operated as a consumer finance company
under the name Household Finance Corporation for most of our history. On March 28, 2003, HSBC Finance Corporation, formerly
known as Household International, Inc., was acquired by a wholly owned subsidiary of HSBC Holdings plc ("HSBC Holdings").
We are an indirect wholly-owned subsidiary of HSBC North America Holdings Inc. ("HSBC North America"), a bank holding
company and an indirect wholly owned subsidiary of HSBC Holdings. HSBC Holdings, headquartered in London, England, is one of
the largest banking and financial services organizations in the world. HSBC Holdings' ordinary shares are admitted to trading on the
London Stock Exchange and are listed on The Stock Exchange of Hong Kong, Euronext Paris and the Bermuda Stock Exchange, and
its American depository shares are listed on the New York Stock Exchange.
Our subsidiaries provide lending products to middle-market consumers in the United States, and we are the principal fund
raising vehicle for the operations of our subsidiaries. Our lending products currently include MasterCard(1), Visa(1), American
Express(1) and Discover(1) credit card receivables as well as private label receivables. We also offer specialty insurance products in
the United States and Canada. Historically, we also provided several other types of loan products in the United States including real
estate secured, personal non-credit card and auto finance loans as well as tax refund anticipation loans and related products, all of
which we no longer originate.
(1)
MasterCard is a registered trademark of MasterCard International Incorporated (d/b/a MasterCard Worldwide); Visa is a
registered trademark of Visa, Inc.; American Express is a registered trademark of American Express Company and Discover
is a registered trademark of Discover Financial Services.
In March 2010, we sold our auto finance servicing operations, including all related assets, as well as certain auto finance
receivables with a carrying value of $927 million to Santander Consumer USA Inc. ("SC USA"). Under the terms of the sale
agreement, we also agreed to assign our auto servicing facilities in San Diego, California and Lewisville, Texas to SC USA. In
August 2010, we sold our remaining auto loan portfolio to SC USA with an outstanding principal balance of $2.6 billion at the time of
sale. As a result, our Auto Finance business is now reported in discontinued operations.
During the third quarter of 2010, the Internal Revenue Service ("IRS") announced it would stop providing information regarding
certain unpaid obligations of a taxpayer (the "Debt Indicator"), which has historically served as a significant part of our underwriting
process in our Taxpayer Financial Services ("TFS") business. We determined that, without use of the Debt Indicator, we could no
longer offer the product that has historically accounted for the substantial majority of our TFS loan production and that we might not
be able to offer the remaining products available under the program in a safe and sound manner. As a result, in December 2010, it
was determined that we would not offer
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any tax refund anticipation loans or related products for the 2011 tax season and we exited the TFS business. As a result of this
decision, our TFS business is now reported in discontinued operations.
Until May 2008, when we sold our United Kingdom business to an affiliate, we also offered consumer loans and insurance
products in the United Kingdom and the Republic of Ireland. The insurance operations in the United Kingdom were sold November 1,
2007 to Aviva plc and its subsidiaries ("Aviva") and from that time until May 2008, we distributed our insurance products in the
United Kingdom through our branch network but they were underwritten by Aviva. Prior to the sale of our Canadian operations to an
affiliate in November 2008, we also provided consumers several types of loan products in Canada.
Recent Developments
On August 10, 2011, HSBC Finance, HSBC USA Inc. ("HUSI") and HSBC Technology and Services (USA) Inc. (collectively
with HSBC Finance and HUSI, the "Sellers"), each an indirect wholly-owned subsidiary of HSBC Holdings, entered into a Purchase
and Assumption Agreement (the "Purchase Agreement") with Capital One Financial Corporation (the "Purchaser") providing for the
sale of the cards and retail services business managed by HSBC Finance and its subsidiaries (other than certain retained portfolios
including the HSBC Bank USA, National Association, consumer credit card program and certain other retained assets and liabilities)
("CRS Business") to the Purchaser (the "Transaction").
Subject to the terms and conditions of the Purchase Agreement, Purchaser will purchase the receivables related to the CRS
Business at face value, certain real property related to the CRS Business at the property's appraised value and all other assets at net
book value and will assume certain liabilities of the CRS Business, in each case, as determined as of the time the closing becomes
effective (the "Effective Time") and subject to certain adjustments as described in the Purchase Agreement. Purchaser will also pay a
premium equal to 8.75% of the face value of the receivables related to the CRS Business as of the Effective Time. As of June 30,
2011, HSBC Finance and its subsidiaries held a face value of approximately $9.39 billion of receivables related to the CRS Business
and HUSI and its subsidiaries held a face value of approximately $20.18 billion of receivables related to the CRS Business. Based
on figures as of June 30, 2011, the total consideration paid by Purchaser pursuant to the Purchase Agreement would be approximately
$32.7 billion, including a premium of approximately $2.6 billion.
Based on the current portfolio of the CRS Business, more than half of the customer loan balances subject to the Transaction will
require partner consent to transfer to the Purchaser. To the extent such consents are not obtained, these partner relationships and
related customer loan balances will not transfer and corresponding adjustments will be made to the consideration to be paid by the
Purchaser. The premium payable by the Purchaser, however, will not be reduced if such consents are not obtained.
The consideration may, at Purchaser's option, be paid in cash or in a combination of cash and shares of common stock, par value
$0.01 per share, issued by Purchaser ("Consideration Shares") at a set price of $39.23 per Consideration Share, which represents the
average closing prices of the existing shares of Purchaser's common stock on the New York Stock Exchange on August 8 and 9, 2011.
A maximum of $750 million of the purchase price to be paid by Purchaser pursuant to the Purchase Agreement may be paid in
Consideration Shares. In the event that any Consideration Shares are issued, the Sellers will receive customary resale registration
rights.
Consummation of the Transaction is subject to the receipt of required regulatory approvals and the satisfactory completion of
required closing conditions. An allocation of the purchase price will be made at a later date, and the actual gain or loss that will be
reported by each of HSBC Finance and HUSI, respectively, in respect of the Transaction will be determined by this allocation.
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See "Unaudited Pro Forma Condensed Financial Information" beginning on page 23 for the pro forma adjustments relating to the
Transaction.
Summary of the Exchange Offer
The old notes were issued in private placement transactions exempt from registration under the Securities Act. In connection
with these transactions, we entered into registration rights agreements for the benefit of the holders of the old notes. In the registration
rights agreements, we agreed to offer to exchange new notes registered under the Securities Act for old notes. We also agreed to
deliver this prospectus to you. In this prospectus, the old notes and the new notes are referred to together as the "notes."
You should read the discussion under the headings "The Exchange Offer" and "Description of the New Notes" for further
information regarding the new notes to be issued in the exchange offer and the discussion under the heading "The Exchange Offer--
Conditions to the Exchange Offer" for further information regarding the conditions that must be satisfied or waived to consummate the
exchange offer.
The Exchange Offer
We are offering to exchange up to $2,938,669,000 principal amount of the new notes for
an identical principal amount of the old notes. The new notes are substantially identical to
the old notes, except that:

· the new notes will have been registered under the Securities Act and, therefore, will
contain no restrictive legends or transfer restrictions;

· the new notes will bear a different CUSIP number from the old notes;

· holders of the new notes will not be entitled to the rights of the holders of the old
notes under the registration rights agreements; and

· the new notes will not contain any provisions regarding the payment of additional
interest for failure to satisfy obligations under the registration rights agreements.

As a condition to its participation in the exchange offer, each holder of old notes must
furnish, upon our request, prior to the consummation of the exchange offer, a written
representation that:

· it is not one of our "affiliates," which is defined in Rule 405 of the Securities Act;

· it is acquiring the new notes in the ordinary course of its business;

· it does not have any arrangement or understanding with any person to participate in a
distribution of the new notes; and

· it is not engaged in, and does not intend to engage in, a distribution of the new notes.
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Registration Rights
Pursuant to the registration rights agreements, we have agreed to use reasonable best
efforts to consummate an offer to exchange the old notes for the new notes registered
under the Securities Act, with terms substantially identical to those of the old notes
(except for the provisions described above) not later than the date that is 315 days after
the initial issuance of the old notes in the Debt Exchange. If we fail to satisfy our
registration obligations under the registration rights agreements, including, if required, our
obligation to have an effective shelf registration statement for the old notes, we will be
required to pay additional interest to the holders of the old notes under certain
circumstances.
No Minimum Condition
The exchange offer is not conditioned on any minimum aggregate principal amount of old
notes being tendered for exchange.
Expiration Date
The exchange offer will expire at 11:59 p.m., New York City time, on Friday, October 14,
2011, unless it is extended by us in our sole discretion.
Settlement Date
The settlement date of the offer will be promptly following the expiration date.
Conditions to the Exchange Offer
Our obligation to complete the exchange offer is subject to the satisfaction or waiver of
customary conditions. See "The Exchange Offer--Conditions to the Exchange Offer." We
reserve the right to assert or waive these conditions in our sole discretion. We have the
right, in our sole discretion, to terminate or withdraw the exchange offer if any of the
conditions described under "The Exchange Offer--Conditions to the Exchange Offer" are
not satisfied or waived.
Withdrawal Rights
You may withdraw the tender of your old notes at any time before the expiration date. Any
old notes not accepted for any reason will be returned to you without expense promptly
after the expiration or termination of the exchange offer.
Appraisal Rights
Holders of old notes do not have any rights of appraisal for their old notes if they elect not
to tender their old notes for exchange.
Procedures for Tendering Old Notes
See "The Exchange Offer--Exchange Procedures."
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Effect on Holders of Old Notes
As a result of the making of, and upon acceptance for exchange of all validly tendered old
notes pursuant to the terms of, the exchange offer, we will have fulfilled a covenant under
the registration rights agreements. Accordingly, following the consummation of the
exchange offer, there will be no increase in the interest rate on the outstanding old notes
under the circumstances described in the registration rights agreements. If you do not
tender your old notes in the exchange offer, you will continue to be entitled to all the rights
and limitations applicable to the old notes as set forth in the indenture, except we will not
have any further obligation to you to provide for the exchange and registration of, or to
pay additional interest on, the old notes under the registration rights agreements. To the
extent that the old notes are tendered and accepted in the exchange offer, the trading
market for old notes could be adversely affected.
Consequences of Failure to Exchange All untendered old notes will continue to be subject to the restrictions on transfer set forth
in the old notes and in the indenture. In general, the old notes may not be offered or sold,
unless registered under the Securities Act, except pursuant to an exemption from, or in a
transaction not subject to, the Securities Act and applicable state securities laws. Other
than in connection with the exchange offer, we do not anticipate that we will register the
old notes under the Securities Act.
Material United States Federal
The exchange of the old notes for the new notes pursuant to the exchange offer will not be
Income Tax Consequences
a taxable event for U.S. federal income tax purposes because the new notes will not be
considered to differ materially in kind or extent from the old notes. As a result, a U.S.
holder will not be required to recognize any gain or loss as a result of an exchange of old
notes for new notes. In addition, each U.S. holder will have the same tax basis and
holding period in the new notes as it had in the old notes. For a more complete discussion
of the U.S. federal income tax consequences of the exchange offer and the acquisition,
ownership and disposition of the notes, see "Material United States Federal Income Tax
Consequences."
Use of Proceeds
We will not receive any proceeds from the issuance of the new notes in the exchange
offer.
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