Filed Pursuant to Rule 424(b)(5)
Registration No. 333-223191
PROSPECTUS SUPPLEMENT
(To prospectus dated February 23, 2018)
HSBC Holdings plc
$2,000,000,000 1.645% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026
$1,500,000,000 2.357% Fixed Rate/Floating Rate Senior Unsecured Notes due 2031
We are offering $2,000,000,000 principal amount of 1.645% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026 (the 2026
Notes) and $1,500,000,000 principal amount of 2.357% Fixed Rate/Floating Rate Senior Unsecured Notes due 2031 (the 2031 Notes). The Notes (as defined below) will be issued pursuant to the indenture dated as of August 26, 2009 (as
amended or supplemented from time to time), as amended and supplemented by a seventeenth supplemental indenture, which is expected to be entered into on August 18, 2020 (the indenture, together with the seventeenth supplemental indenture, the
Indenture). The Notes means either the 2026 Notes or the 2031 Notes, as applicable.
From (and including) August 18, 2020 (the
Issue Date) to (but excluding) April 18, 2025 we will pay interest semi-annually in arrear on the 2026 Notes on April 18 and October 18 of each year, beginning on October 18, 2020, at a rate of 1.645% per annum. There will therefore
be a short first coupon. Thereafter, we will pay interest quarterly in arrear on the 2026 Notes on July 18, 2025, October 18, 2025, January 18, 2026 and April 18, 2026 at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear
as defined herein and compounding daily over each Floating Rate Interest Period, plus 1.538% per annum. The 2026 Notes will mature on April 18, 2026.
From (and including) the Issue Date to (but excluding) August 18, 2030 we will pay interest semi-annually in arrear on the 2031 Notes on
August 18 and February 18 of each year, beginning on February 18, 2021, at a rate of 2.357% per annum. Thereafter, we will pay interest quarterly in arrear on the 2031 Notes on November 18, 2030, February 18, 2031, May 18, 2031 and
August 18, 2031 at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each Floating Rate Interest Period, plus 1.947% per annum. The 2031 Notes will mature on August 18, 2031.
We may redeem the 2026 Notes in whole (but not in part) in our sole discretion, at 100% of their principal amount plus any accrued and
unpaid interest to (but excluding) the date of redemption on April 18, 2025, or upon the occurrence of certain tax events as described in this prospectus supplement and the accompanying prospectus.
We may redeem the 2031 Notes in whole (but not in part) in our sole discretion, at 100% of their principal amount plus any accrued and unpaid
interest to (but excluding) the date of redemption on August 18, 2030, or upon the occurrence of certain tax events as described in this prospectus supplement and the accompanying prospectus.
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept,
consent and agree, notwithstanding any other term of the Notes, the Indenture or any other agreements, arrangements or understandings between us and any noteholder, to be bound by (a) the effect of the exercise of any UK bail-in power (as defined herein) by the relevant UK resolution authority (as defined herein); and (b) the variation of the terms of the Notes or the Indenture, if necessary, to give effect to the exercise of
any UK bail-in power by the relevant UK resolution authority. No repayment or payment of Amounts Due will become due and payable or be paid after the exercise of any UK
bail-in power by the relevant UK resolution authority if and to the extent such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise. For these purposes,
Amounts Due are the principal amount of, and any accrued but unpaid interest, including any Additional Amounts, on, the Notes. References to such amounts will include amounts that have become due and payable, but which have not been
paid, prior to the exercise of any UK bail-in power by the relevant UK resolution authority. See Description of the NotesAgreement with Respect to the Exercise of UK Bail-in Power. Moreover, each noteholder (which, for these purposes, includes each beneficial owner) will consent to the exercise of any UK bail-in power as
it may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Notes.
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept,
consent and agree to be bound by our or our designees determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment, and any Benchmark Replacement Conforming
Changes, including as may occur without any prior notice from us and without the need for us to obtain any further consent from such noteholder.
The remedies under the Notes are more limited than those that may be available to some of our other unsubordinated creditors. There is no
right of acceleration in the case of non-payment of principal and/or interest on the Notes or of our failure to perform any of our obligations under or in respect of the Notes. Payment of the principal amount
of the Notes may be accelerated only upon certain events of a winding-up, as described under Description of the NotesEvents of Default and Defaults.
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner), to the extent permitted by
the Trust Indenture Act of 1939, as amended, will waive any and all claims, in law and/or in equity, against The Bank of New York Mellon, London Branch, as trustee, for, agree not to initiate a suit against the trustee in respect of, and agree that
the trustee will not be liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of (i) the UK bail-in power by the relevant UK resolution
authority with respect to the Notes or (ii) the limited remedies available under the Indenture and the Notes for a non-payment of principal and/or interest on the Notes.
Application will be made to list the Notes on the New York Stock Exchange. Trading on the New York Stock Exchange is expected to begin within
30 days of the initial delivery of the Notes.
The Notes are not deposit liabilities of HSBC Holdings plc and are not covered by the
United Kingdom Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United Kingdom, the United States or any other jurisdiction.
Investing in the Notes involves certain risks. See Risk Factors beginning on
Page S-18. Unless otherwise defined, terms that are defined in Description of the Notes beginning on page S-38 have the same meaning when used on
this cover page.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense.
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Per 2026 Note
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Total
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Per 2031 Note
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Total
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Public Offering Price(1)
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100
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%
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$
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2,000,000,000
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100
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%
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$
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1,500,000,000
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Underwriting Discount
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0.300
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%
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$
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6,000,000
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0.400
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%
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$
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6,000,000
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Proceeds to us (before expenses)
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99.700
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%
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$
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1,994,000,000
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99.600
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%
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$
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1,494,000,000
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(1)
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Plus accrued interest, if any, from the Issue Date.
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We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Notes. In addition, HSBC Securities (USA)
Inc. or another of our affiliates may use this prospectus supplement and the accompanying prospectus in a market-making transaction in any of the Notes after their initial sale. In connection with any use of this prospectus supplement and the
accompanying prospectus by HSBC Securities (USA) Inc. or another of our affiliates, unless we or our agent informs the purchaser otherwise in the confirmation of sale, you may assume this prospectus supplement and the accompanying prospectus are
being used in a market-making transaction.
The underwriters expect to deliver the Notes to purchasers in book-entry form only through the
facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV on or about August 18, 2020.
Sole Book-Running Manager
HSBC
The date of this
prospectus supplement is August 11, 2020.