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HSBC Holdings PLC - Tender Offer 2024 (US) - Launch


08 MAY 2024

Full announcement with full disclosures and disclaimers available via Hong Kong Exchange and Clearing Co, Ltd

HSBC Holdings plc (the ‘Company’, ‘we’ or ‘us’) has announced the anticipated launch of four separate offers to purchase for cash any and all of the outstanding series of notes listed in the table below. The launch of the Offers (as defined below) is expected to be at or around 10:00 a.m. (New York City time) on May 8, 2024 (the ‘Launch Date’). The Offer Documents will be available from 10:00 a.m. (New York City time) on the Launch Date at the following link:

We refer to the outstanding notes listed in the table below collectively as the ‘Notes’ and separately as a ‘series’ of Notes. We refer to each offer to purchase a series of Notes as an ‘Offer’, and collectively as the ‘Offers’. The Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 8, 2024, relating to the Notes (the ‘Offer to Purchase’) and the related notice of guaranteed delivery (the ‘Notice of Guaranteed Delivery’, and together with the Offer to Purchase, the ‘Offer Documents’). As of the date of the Offer to Purchase, the aggregate outstanding principal amount of Notes subject to the Offers is $10,000,000,000. References to ‘$’ are to U.S. dollars.

(1) We will accept Notes in the order of their respective Acceptance Priority Level specified in the table above, subject to the satisfaction of the Maximum Tender Amount Condition and the New Issue Condition (each as defined below). It is possible that the Maximum Tender Amount Condition might not be met with respect to any series of Notes with an Acceptance Priority Level greater than 1, and such series of Notes will not be accepted for purchase, even if one or more series of Notes with a lower Acceptance Priority Level is accepted for purchase. If any series of Notes is accepted for purchase under the Offers, all Notes of that series that are validly tendered and not validly withdrawn will be accepted for purchase. As a result, no series of Notes accepted for purchase will be prorated. (2) For each series of Notes in respect of which a First Optional Redemption Date is indicated, the calculation of the applicable Consideration (as defined below) will be performed assuming repayment of the principal on such First Optional Redemption Date for such series of Notes, excluding scheduled interest payments after such date.


"The Offers are being undertaken to proactively manage the Company’s outstanding debt portfolio."



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