Filed
Pursuant to Rule 433
Registration
No. 333-180289
May 13,
2013
FREE WRITING
PROSPECTUS
(To Prospectus
dated March 22, 2012,
Prospectus
Supplement dated March 22, 2012 and
Stock-Linked
Underlying Supplement dated March 22, 2012)
HSBC USA Inc.
Buffered Accelerated Market Participation Securities
TM
(“Buffered AMPS”)
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Buffered AMPS
TM
linked to the common stock of Apple Inc.
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2x exposure to any positive return in the reference asset, subject to a maximum return
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Protection from the first 10% of any losses in the reference asset
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All payments on the securities are subject to the credit risk of HSBC USA Inc.
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The Buffered Accelerated Market Participation
Securities
TM
(“Buffered AMPS” or, 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 or Stock-Linked
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 the pricing supplement to which this free writing prospectus relates
in market-making transactions in any securities after their initial sale. Unless we or our agent informs you otherwise in the confirmation
of sale, the pricing supplement to which this free writing prospectus relates is being used in a market-making transaction. See
“Supplemental Plan of Distribution (Conflicts of Interest)” on page FWP-12 of this free writing prospectus.
Investment in the securities
involves certain risks. You should refer to “Risk Factors” beginning on page FWP-7 of this document, page S-3 of the
accompanying prospectus supplement and page S-1 of the accompanying Stock-Linked Underlying Supplement.
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Price to Public
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Underwriting Discount
1
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Proceeds to Issuer
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Per security
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$1,000
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Total
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1
HSBC USA Inc.
or one of our affiliates may pay varying underwriting discounts of up to 1.00% per $1,000 Principal Amount of securities in connection
with the distribution of the securities to other registered broker-dealers. See “Supplemental Plan of Distribution (Conflicts
of Interest)” on page FWP-12 of this free writing prospectus.
The
Securities:
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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HSBC USA Inc.
Buffered Accelerated Market Participation Securities
TM
(Buffered AMPS) Linked to the Common Stock of Apple Inc.
Indicative Terms*
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Principal Amount
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$1,000 per security
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Reference Asset
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The common stock of Apple Inc., which trades on the Nasdaq Global Select Market under the symbol “AAPL.”
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Term
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18 months
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Upside
Participation Rate
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200% (2x) exposure to any positive Reference Return, subject to the Maximum Cap
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Buffer Value
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-10%
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Payment at
Maturity
per security
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If the Reference Return is greater than zero
,
you will receive the lesser of:
a) $1,000 + ($1,000 ×
Reference Return × Upside Participation Rate); and
b) $1,000 + ($1,000 × Maximum Cap).
If the Reference Return is less than or equal
to zero but greater than or equal to the Buffer Value:
$1,000 (zero return).
If the Reference Return is less than the Buffer
Value:
$1,000 + ($1,000 × (Reference Return + 10%)). For example,
if the Reference Return is -30%, you will suffer a 20% loss and receive 80% of the Principal Amount, subject to the credit risk
of HSBC. If the Reference Return is less than the Buffer Value, you will lose up to 90% of your investment.
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Reference Return
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Final Price – Initial Price
Initial Price
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Maximum Cap
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At least 19%, which will be determined on the Pricing Date.
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Initial Price
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The Official Closing Price of the Reference Asset, as determined by the calculation agent on the Pricing Date.
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Final Price
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The Official Closing Price of the Reference Asset, as determined by the calculation agent on the Final Valuation Date.
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Pricing Date
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May [ ], 2013
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Trade Date
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May [ ], 2013
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Original Issue Date
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May [ ], 2013
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Final Valuation Date
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November [ ], 2014
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Maturity Date
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November [ ], 2014
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CUSIP
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40432XFH9
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* As more fully described beginning on page
FWP-4.
The Buffered AMPS
TM
For investors
who seek a particular Market Exposure and believe the Reference Asset will appreciate over the term of the Buffered AMPS, the Buffered
AMPS provide an opportunity for accelerated returns (subject to a Maximum Cap). If the Reference Return is below the Buffer Value,
then the Buffered AMPS provide 1:1 exposure to any potential decline in the Reference Asset beyond -10%.
If the
Reference Asset appreciates over the term of the securities, you will realize 200% (2x) of the Reference Asset appreciation up
to the Maximum Cap. If the Reference Asset declines, you will lose 1% of your investment for every 1% decline in the Reference
Asset beyond the -10% Value.
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The offering period for the Buffered AMPS is through
May [ ], 2013
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Payoff Example
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The table at right shows the hypothetical payout profile of an investment in the securities reflecting the 200% (2x) Upside Participation Rate and assuming a 19% Maximum Cap. The actual Maximum Cap will be determined on the Pricing Date.
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Information about the Reference
Asset
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Description of Apple Inc.
Apple Inc. designs, manufactures, and markets
personal computers and related personal computing and mobile communication devices along with a variety of related software, services,
peripherals, and networking solutions. The company sells its products worldwide through its online stores, its retail stores, its
direct sales force, third-party wholesalers, and resellers.
The common stock of Apple Inc. trades on
the Nasdaq Global Select Market under the symbol “AAPL.”
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For further information on the Reference Asset please see “Information
Relating to the Reference Asset” on page FWP-11 and “Information Regarding to the Reference Stocks and the Reference
Stock Issuers” on page S-11 the
accompanying Stock-Linked Underlying Supplement
. We
have derived all disclosure regarding the Reference Asset from publicly available information. Neither HSBC USA Inc. nor any of
its affiliates have undertaken any independent review of, or made any due diligence inquiry with respect to, the publicly available
information about the Reference Asset.
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HSBC USA Inc.
Buffered Accelerated
Market Participation Securities
TM
(Buffered
AMPS)
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Linked to the Common Stock of Apple Inc.
This free writing prospectus
relates to an offering of Buffered Accelerated Market Participation Securities. The securities will have the terms described in
this free writing prospectus and the accompanying prospectus supplement, prospectus and Stock-Linked Underlying Supplement. If
the terms of the securities offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus
or Stock-Linked Underlying Supplement, the terms described in this free writing prospectus 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 90% of your principal.
This free writing prospectus
relates to an offering of securities linked to the performance of the common stock of Apple, Inc. 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:
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Issuer:
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HSBC USA Inc.
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Principal Amount:
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$1,000 per security
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Reference Asset:
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The common stock of Apple Inc., which trades on the Nasdaq Global Select Market under the symbol “AAPL.”
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Trade Date:
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May [ ], 2013
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Pricing Date:
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May [ ], 2013
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Original Issue Date:
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May [ ], 2013
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Final Valuation Date:
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November [ ], 2014, subject to adjustment as described under “Additional Note Terms—Valuation Dates” in the accompanying Stock-Linked Underlying Supplement.
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Maturity Date:
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3 business days after the Final Valuation Date, and expected to be November [ ], 2014. The Maturity Date is subject to adjustment as described under “Additional Note Terms—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Stock-Linked Underlying Supplement.
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Payment at Maturity:
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On the Maturity Date, for each security, we will pay you the Final Settlement Value.
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Final Settlement Value:
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If the Reference Return is greater than zero,
you
will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities, equal to the lesser of:
(a) $1,000 + ($1,000 × Reference Return × Upside
Participation Rate); and
(b) $1,000 + ($1,000 × Maximum Cap).
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 of securities (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 of securities, calculated as follows:
$1,000 + ($1,000 × (Reference Return + 10%)).
Under these circumstances, you will lose 1% of the Principal
Amount 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 20% loss and receive 80% of the Principal Amount, subject to the credit risk of HSBC.
If the Reference Return
is less than the Buffer Value, you will lose up to 90% of your investment.
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Reference Return:
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The quotient, expressed as a percentage,
calculated as follows:
Final Price – Initial Price
Initial Price
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Buffer Value:
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-10%
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Upside Participation Rate:
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200%
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Maximum Cap:
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At least 19%, which will be determined on the Pricing Date.
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Initial Price:
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The Official Closing Price of the Reference Asset on the Pricing Date.
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Final Price:
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The Official Closing Price of the Reference Asset on the Final Valuation Date, subject to adjustment as described under “Additional Note Terms—Antidilution and Reorganization Adjustments” in the accompanying Stock-Linked Underlying Supplement.
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Official Closing Price:
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On any scheduled trading day, the last reported sale price of the Reference Asset on its principal U.S. securities exchange, as determined by the Calculation Agent.
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Form of Securities:
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Book-Entry
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Listing:
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The securities will not be listed on any U.S. securities exchange or quotation system.
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CUSIP/ISIN:
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40432XFH9/US40432XFH98
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The Trade Date, the Pricing Date and the other dates set
forth above are subject to change, and will be set forth in the final pricing supplement relating to the securities.
GENERAL
This free writing prospectus relates to
a single offering of securities linked to the Reference Asset. The purchaser of a security will acquire a senior unsecured debt
security of HSBC USA Inc. We reserve the right to withdraw, cancel or modify the offering and to reject orders in whole or in part.
Although the offering of securities relates to the Reference Asset identified on the cover page, you should not construe that fact
as a recommendation as to the merits of acquiring an investment linked to 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 and the Stock-Linked 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, or Stock-Linked Underlying Supplement, the terms described in this free writing prospectus shall control.
You should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page FWP-7
of this free writing prospectus, beginning on page S-3 of the prospectus supplement and beginning on page S-1 of the Stock-Linked
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, a prospectus supplement and Stock-Linked Underlying Supplement) with the SEC for the offering to which
this free writing prospectus relates. Before you invest, you should read the prospectus, prospectus supplement and Stock-Linked
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 and Stock-Linked Underlying Supplement if you request them by calling toll-free 1-866-811-8049.
You may also obtain:
We are using this free writing prospectus
to solicit from you an offer to purchase the securities. You may revoke your offer to purchase the securities at any time prior
to the time at which we accept your offer by notifying HSBC Securities (USA) Inc. We reserve the right to change the terms of,
or reject any offer to purchase, the securities prior to their issuance. In the event of any material changes to the terms of the
securities, we will notify you.
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 of securities, equal to the lesser
of:
(a) $1,000 + ($1,000 ×
Reference Return × Upside Participation Rate); and
(b) $1,000 + ($1,000 ×
Maximum Cap).
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 of securities
(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 of securities, calculated
as follows:
$1,000 + ($1,000 × (Reference
Return + 10%)).
Under these circumstances, you will lose
1% of the Principal Amount of your securities for each percentage point that the Reference Return is less than the Buffer Value.
For example, if the Reference Return is -30%, you will suffer a 20% loss and receive 80% 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 90%
of your investment.
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.
Interest
The securities will not pay interest.
Calculation Agent
We or one of our affiliates will act as
calculation agent with respect to the securities.
INVESTOR SUITABILITY
The securities may be suitable for
you if:
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You seek an investment with an enhanced return linked to the potential positive performance of
the Reference Asset and you believe the price of the Reference Asset will increase over the term of the securities.
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You are willing to invest in the securities based on the Maximum Cap indicated herein, which may
limit your return at maturity. The actual Maximum Cap will be determined on the Pricing Date.
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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 -10%.
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}
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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.
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You are willing to forego dividends or other distributions paid to holders of the Reference Asset.
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}
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You do not seek current income from your investment.
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}
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You do not seek an investment for which there is an active secondary market.
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}
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You are willing to hold the securities to maturity.
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}
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You are comfortable with the creditworthiness of HSBC, as Issuer of the securities.
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The securities may not be suitable
for you if:
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You believe the Reference Return will be negative on the Final Valuation Date or that the Reference
Return will not be sufficiently positive to provide you with your desired return.
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}
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You are unwilling to invest in the securities based on the Maximum Cap indicated herein, which
may limit your return at maturity. The actual Maximum Cap will be determined on the Pricing Date.
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}
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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 less than -10%.
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}
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You seek an investment that provides full return of principal.
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}
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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.
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}
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You prefer to receive the dividends or other distributions paid on the Reference Asset.
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}
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You seek current income from your investment.
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}
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You seek an investment for which there will be an active secondary market.
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}
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You are unable or unwilling to hold the securities to maturity.
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You are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of
the securities.
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RISK FACTORS
We urge you to read the section “Risk
Factors” beginning on page S-3 in the accompanying prospectus supplement and page S-1 of the Stock-Linked Underlying
Supplement. Investing in the securities is not equivalent to investing directly in the Reference Asset itself. 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
free writing prospectus and the accompanying prospectus supplement, prospectus and Stock-Linked Underlying Supplement.
In addition to the risks discussed below,
you should review “Risk Factors” in the accompanying prospectus supplement and Stock-Linked Underlying Supplement including
the explanation of risks relating to the securities described in the following sections:
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“— Risks Relating to All Note Issuances” in the prospectus supplement;
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“— General risks related to Reference Stocks” in the Stock-Linked Underlying
Supplement;
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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 Price from the Initial Price beyond the Buffer Value of -10%. Accordingly, if the Reference Return is less than -10%, your
Payment at Maturity will be less than the Principal Amount of your securities. You will lose up to 90% of your investment at maturity
if the Reference Return is less than the Buffer Value.
The appreciation on the securities
is limited by the Maximum Cap.
You will not participate in any appreciation
in the price of the Reference Asset (as multiplied by the Upside Participation Rate) beyond the Maximum Cap. The Maximum Cap (to
be determined on the Pricing Date) will not be less than 19%. You will not receive a return on the securities greater than the
Maximum Cap.
The securities are subject to the
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.
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.
Certain built-in costs are likely
to adversely affect the value of the securities prior to maturity.
While the Payment at Maturity described
in this free writing prospectus is based on the full Principal Amount of your securities, the original issue price of the securities
includes the agent’s commission and the estimated cost of HSBC hedging its obligations under the securities. As a result,
the price, if any, at which HSBC Securities (USA) Inc. will be willing to purchase securities from you in secondary market transactions,
if at all, will likely be lower than the original issue price, and any sale prior to the Maturity Date could result in a substantial
loss to you. The securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing
to hold your securities to maturity.
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.
The amount payable on the securities
is not linked to the price of Reference Asset at any time other than on the Final Valuation Date.
The Final
Price will be based on the Official Closing Price of the Reference Asset on the Final Valuation Date, subject to postponement for
non-trading days and certain Market Disruption Events. Even if the price of the Reference Asset appreciates prior to the Final
Valuation Date but then decreases on the Final Valuation Date to a price that is less than the Initial Price, 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 price of the
Reference Asset prior to such decrease. Although the actual price of the Reference Asset on the stated Maturity Date or at other
times during the term of the securities may be higher than the Final Price, the Payment at Maturity will be based solely on the
Official Closing Price of the Reference Asset on the Final Valuation Date.
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.
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 price of the Reference Asset relative to its Initial Price. We cannot predict the Final Price 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 to which your securities are linked 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 those 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 Security” as used below
is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $1,000 Principal Amount of securities
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 assume the following:
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Principal Amount:
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$1,000
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}
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Upside Participation Rate:
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200%
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}
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Buffer Value:
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-10%
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}
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Hypothetical Maximum Cap:
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19% (The actual Maximum Cap will be determined on the Pricing Date and will not be less than 19%)
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Hypothetical
Reference Return
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Hypothetical Payment
at Maturity
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Hypothetical Return on
the Security
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100.00%
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$1,190.00
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19.00%
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80.00%
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$1,190.00
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19.00%
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60.00%
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$1,190.00
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19.00%
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40.00%
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$1,190.00
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19.00%
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20.00%
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$1,190.00
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19.00%
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9.50%
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$1,190.00
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19.00%
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8.00%
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$1,160.00
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16.00%
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4.00%
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$1,080.00
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8.00%
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2.00%
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$1,040.00
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4.00%
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1.00%
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$1,020.00
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2.00%
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0.00%
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$1,000.00
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0.00%
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-1.00%
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$1,000.00
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0.00%
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-2.00%
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$1,000.00
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0.00%
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-5.00%
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$1,000.00
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0.00%
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-10.00%
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$1,000.00
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0.00%
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-15.00%
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$950.00
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-5.00%
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-20.00%
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$900.00
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-10.00%
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-30.00%
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$800.00
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-20.00%
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-40.00%
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$700.00
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-30.00%
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-60.00%
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$500.00
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-50.00%
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-80.00%
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$300.00
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-70.00%
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-100.00%
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$100.00
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-90.00%
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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 Reference Return is 2.00%.
|
|
|
|
Reference Return:
|
2.00%
|
|
Final Settlement Value:
|
$1,040.00
|
Because the Reference Return is positive,
and the Reference Return multiplied by the Upside Participation Rate is less than the hypothetical Maximum Cap, the Final Settlement
Value would be $1,040.00 per $1,000 Principal Amount of securities, calculated as follows:
$1,000 + ($1,000 × Reference
Return × Upside Participation Rate)
= $1,000 + ($1,000 × 2.00%
× 200%)
= $1,040.00
Example 1 shows that you will receive the
return of your principal investment plus a return equal to the Reference Return multiplied by 200% when the Reference Return is
positive and, as multiplied by the Upside Participation Rate, equal to or less than the Maximum Cap.
Example 2: The Reference Return is 15.00%.
|
|
|
|
Reference Return:
|
15.00%
|
|
Final Settlement Value:
|
$1,190.00
|
Because the Reference Return is positive,
and the Reference Return multiplied by the Upside Participation Rate is greater than the hypothetical Maximum Cap, the Final Settlement
Value would be $1,190.00 per $1,000 Principal Amount of securities, calculated as follows:
$1,000 + ($1,000 × Maximum
Cap)
= $1,000 + ($1,000 × 19.00%)
= $1,190.00
Example 2 shows that you will receive the
return of your principal investment plus a return equal to the Maximum Cap when the Reference Return is positive and the Reference
Return multiplied by 200% exceeds the Maximum Cap.
Example 3: The Reference Return is -5.00%.
|
|
|
|
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 -10%, the Final Settlement Value would be $1,000.00 per $1,000 Principal Amount of securities
(a zero return).
Example 3 shows that you will receive the
return of your principal investment where the price of the Reference Asset declines by no more than 10% over the term of the securities.
Example 4: The Reference Return is -30.00%.
|
|
|
|
Reference Return:
|
-30.00%
|
|
Final Settlement Value:
|
$800.00
|
|
|
|
|
Because the Reference Return is less than
the Buffer Value of -10%, the Final Settlement Value would be $800.00 per $1,000 Principal Amount of securities, calculated as
follows:
$1,000 + ($1,000 × (Reference
Return + 10%))
= $1,000 + ($1,000 × (-30.00%
+ 10%))
= $800.00
Example 4 shows that you are exposed on
a 1-to-1 basis to declines in the price of the Reference Asset beyond the Buffer Value of -10%.
YOU MAY LOSE UP TO 90% OF THE
PRINCIPAL AMOUNT OF YOUR SECURITIES.
INFORMATION RELATING TO THE REFERENCE
ASSET
Description of Apple Inc.
Apple
Inc. has stated in its filings with the SEC that it designs, manufactures, and markets mobile communication and media devices,
personal computers, and portable digital music players, and sells a variety of related software, services, peripherals, networking
solutions, and third-party digital content and applications. The Reference Asset trades on the Nasdaq Global Select Market under
the symbol “AAPL.” Information filed by AAPL with the SEC under the Exchange Act can be located by reference to its
SEC file number:
0-10030
or its CIK Code: 0000320193.
Historical Performance of
Apple Inc.
The
following table sets forth the quarterly high and low intraday prices, as well as end-of-quarter closing prices on the relevant
exchange, of the Reference Asset for each quarter in the period from January 1, 2008 through May 7, 2013. We obtained the data
in these tables 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. All
historical prices are denominated in US dollars and rounded to the nearest penny.
Historical prices of the Reference Asset
should not be taken as an indication of future performance of the Reference Asset.
|
Quarter Ending
|
Quarter High
|
Quarter Low
|
Quarter Close
|
|
Quarter Ending
|
Quarter High
|
Quarter Low
|
Quarter Close
|
|
March 31, 2008
|
$200.26
|
$115.44
|
$143.50
|
|
December 31, 2010
|
$326.66
|
$277.77
|
$322.56
|
|
June 30, 2008
|
$192.24
|
$143.61
|
$167.44
|
|
March 31, 2011
|
$364.90
|
$324.84
|
$348.51
|
|
September 30, 2008
|
$180.91
|
$100.59
|
$113.66
|
|
June 30, 2011
|
$355.13
|
$310.50
|
$335.67
|
|
December 31, 2008
|
$116.40
|
$79.14
|
$85.35
|
|
September 30, 2011
|
$422.86
|
$334.20
|
$381.32
|
|
March 31, 2009
|
$109.98
|
$78.20
|
$105.12
|
|
December 30, 2011
|
$426.70
|
$354.24
|
$405.00
|
|
June 30, 2009
|
$146.40
|
$103.89
|
$142.43
|
|
March 30, 2012
|
$621.45
|
$409.00
|
$599.55
|
|
September 30, 2009
|
$188.90
|
$134.42
|
$185.35
|
|
June 29, 2012
|
$644.00
|
$528.66
|
$584.00
|
|
December 31, 2009
|
$213.95
|
$180.70
|
$210.73
|
|
September 28, 2012
|
$705.07
|
$570.00
|
$667.11
|
|
March 31, 2010
|
$237.48
|
$190.25
|
$235.00
|
|
December 31, 2012
|
$676.75
|
$501.23
|
$532.17
|
|
June 30, 2010
|
$279.01
|
$199.25
|
$251.53
|
|
March 29 , 2013
|
$555.00
|
$419.00
|
$442.66
|
|
September 30, 2010
|
$294.73
|
$235.56
|
$283.75
|
|
May 7 , 2013*
|
$465.70
|
$385.10
|
$458.69
|
*
As of the date of this free writing prospectus available information for the second calendar quarter of 2013 includes data for
the period from April 1, 2013 through May 7, 2013. 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 second
calendar quarter of 2013.
The
graph below illustrates the daily performance of AAPL’s common stock from May 7, 2008 through May 7, 2013 based on information
from the Bloomberg Professional
®
service. The market price of the Reference Asset on May 7, 2013 was $458.69.
Past
performance of the Reference Asset is not indicative of its future performance.
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 the pricing supplement to which this free writing prospectus relates, for distribution to other registered broker-dealers,
or will offer the securities directly to investors. HSBC Securities (USA) Inc. proposes to offer the securities at the price to
public set forth on the cover page of this free writing prospectus.
HSBC USA Inc. or one of our
affiliates may pay varying underwriting discounts of up to 1.00% per $1,000 Principal Amount of securities 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 the pricing supplement to which this free writing prospectus relates in market-making
transactions after the initial sale of the securities, but is under no obligation to do so 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, 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.
We will not attempt to ascertain whether
the Reference Stock Issuer 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 the Reference Stock
Issuer 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 Reference Stock Issuer and consult your tax advisor regarding the possible consequences
to you if the Reference Stock Issuer 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) will generally
apply to payments made after December 31, 2013. However, this withholding tax will not be imposed on payments pursuant to obligations
outstanding on January 1, 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, 2014. Holders are urged
to consult with their own tax advisors regarding the possible implications of this recently enacted 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.
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
You should only rely
on the information contained in this free writing prospectus, any accompanying 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 free writing prospectus, any accompanying underlying supplement, prospectus supplement and prospectus. If anyone provides
you with different or inconsistent information, you should not rely on it. This free writing prospectus, any accompanying 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 free writing prospectus, any accompanying underlying supplement, prospectus supplement and
prospectus is correct on any date after their respective dates.
HSBC USA Inc.
$ Buffered Accelerated
Market Participation
Securities Linked to the
Common Stock of
Apple Inc.
May 13, 2013
FREE WRITING PROSPECTUS
|
|
Free Writing Prospectus
|
|
|
General
|
FWP-5
|
|
|
Payment at Maturity
|
FWP-6
|
|
|
Investor Suitability
|
FWP-7
|
|
|
Risk Factors
|
FWP-7
|
|
|
Illustrative Examples
|
FWP-9
|
|
|
Information Relating to the Reference Asset
|
FWP-11
|
|
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
FWP-12
|
|
|
U.S. Federal Income Tax Considerations
|
FWP-12
|
|
|
|
|
|
|
Stock-Linked Underlying Supplement
|
|
|
Risk Factors
|
S-1
|
|
|
Additional Note Terms
|
S-5
|
|
|
Information Regarding to the Reference Stocks and the Reference Issuers
|
S-11
|
|
|
|
|
|
|
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
|
|
|
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