SUBJECT TO
COMPLETION DATED MAY 10, 2018
PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated February 23, 2018)
HSBC HOLDINGS PLC
$
% Fixed Rate/Floating Rate Senior Unsecured Notes due
$ Floating Rate Senior Unsecured Notes due
We are offering $ principal amount of %
Fixed Rate/Floating Rate Senior Unsecured Notes due (the Fixed/Floating Rate Notes) and
$ principal amount of Floating Rate Senior Unsecured Notes
due (the Floating Rate 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 sixth supplemental indenture, which is expected to be entered into on May , 2018 (the indenture, together with the sixth supplemental indenture, the
Indenture). The Notes means either the Fixed/Floating Rate Notes or the Floating Rate Notes, as applicable.
From
(and including) the issue date to (but excluding) , , we
will pay interest semi-annually in arrear on the Fixed/Floating Rate Notes on and
of each year, beginning on , 2018, at a rate of
% per annum. Thereafter, we will pay interest quarterly in arrear on the Notes on ,
, and
, beginning on ,
, at a floating rate equal to the three-month U.S. dollar London interbank offered rate (LIBOR), plus
% per annum. The Fixed/Floating Rate Notes will mature on
, .
We will pay interest quarterly in arrear on the Floating Rate Notes on
, ,
and of each year, beginning on
, 2018, at a floating rate equal to the three-month LIBOR, plus % per annum. The Floating Rate Notes will
mature on , .
If LIBOR ceases to be calculated or administered for publication, the Independent Financial Adviser (as defined herein) or, if we are unable to
appoint the Independent Financial Adviser or if the Independent Financial Adviser fails to determine an alternative rate prior to the relevant date, we may select an Alternative Base Rate (as defined herein) and the manner in which the floating
interest rate is calculated or determined may be varied, as described in this prospectus supplement.
We may redeem the Fixed/Floating Rate
Notes and the Floating Rate Notes on , and
, , respectively, in each case in whole (but not in part)
at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption.
We may redeem the Notes
in whole (but not in part) at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption upon the occurrence of certain tax events as described in this prospectus supplement and the accompanying
prospectus.
Upon the occurrence of a Loss Absorption Disqualification Event (as defined herein), the events of default and defaults under
the Notes will be varied as described in this prospectus supplement.
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 (as defined below) 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 (as defined herein), 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 the 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 the Independent Financial Advisers or our determination of the Alternative Base Rate, the Alternative Screen Page (as defined herein) and any Floating Rate Calculation Changes (as defined herein), including as
may occur without any prior notice from us and without the need for us to obtain any further consent from such noteholder.
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 the variation of the events of default and defaults on the occurrence of a Loss
Absorption Disqualification Event (including as may occur without any prior notice from us), without the need for us to obtain any further consent from such noteholder. See
Description of the Notes Events 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, (i) any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK
bail-in
power by the relevant UK resolution authority with respect to the Notes or (ii) in connection with the variation of the events of default and defaults on the occurrence of a Loss Absorption Disqualification Event.
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 US 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-15.
Unless otherwise defined, terms that are defined in
Description of the
Notes
beginning on page
S-26
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 Fixed/
Floating Rate Note
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Total
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Per Floating Rate Note
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Total
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Public Offering Price
(1)
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%
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$
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%
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$
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Underwriting Discount
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%
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$
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%
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$
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Proceeds to us (before expenses)
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%
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$
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%
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$
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(1)
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Plus accrued interest, if any, from May , 2018.
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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 these 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 May , 2018.
Sole Book-Running Manager
HSBC
The date of this
prospectus supplement is May , 2018.