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

HSBC HOLDINGS PLC ANNOUNCES RESULTS OF ITS TENDER OFFERS FOR FOUR SERIES OF NOTES

15 MAY 2024


Full announcement with full disclosures and disclaimers available via Prnewswire: Source: HSBC Holdings PLC


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"The Offers expired at 5:00 p.m. (New York City time) on May 14, 2024 (the 'Expiration Time'). References to '$' are to U.S. dollars.


The Company was advised by the Information Agent (as defined below), that as of the Expiration Time, the aggregate principal amount of each series of Notes specified in the table above were validly tendered and not validly withdrawn. The table above provides the aggregate principal amount of each series of Notes that the Company has accepted in the Offers on the terms and subject to the conditions set forth in the Offer Documents (including satisfaction of the Guaranteed Delivery Procedures).


The Company's obligation to complete an Offer with respect to a particular series of Notes was conditioned on satisfaction of the Maximum Tender Amount Condition and the New Issue Condition (each as defined in the Offer Documents). The 'Maximum Tender Amount' for the purposes of the Maximum Tender Amount Condition is $5,000,000,000.


The Company announces that the Maximum Tender Amount Condition has been satisfied with respect to all series of Notes.


On May 8, 2024, the Company priced $1,850,000,000 5.597% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028 (the '2028 Notes') and $1,400,000,000 5.733% Fixed Rate/Floating Rate Senior Unsecured Notes due 2032 (the '2032 Notes' and, together with the 2028 Notes, the 'New Notes'). Assuming the successful settlement of the New Notes on the settlement date of the Proposed Issuance, the New Issue Condition will be satisfied and payment of the applicable Consideration (as defined in the Offer to Purchase) for all Notes validly tendered and accepted by us pursuant to the Offers will be made on May 17, 2024 (the 'Settlement Date'). In addition to the Consideration, holders whose Notes of a given series are accepted for purchase will also be paid a cash amount equal to the accrued and unpaid interest on such Notes from, and including, the last interest payment date for such Notes to, but not including, the Settlement Date, rounded to the nearest cent (such amount in respect of a series of Notes, 'Accrued Interest'). Accrued Interest will be payable on the Settlement Date. For the avoidance of doubt, interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers. Under no circumstances will any interest be payable to holders because of any delay on the part of Global Bondholder Services Corporation, as depositary, The Depository Trust Company ('DTC') or any other party in the transmission of funds to holders.


All Notes accepted in the Offers will be cancelled and retired, and will no longer remain outstanding obligations of the Company."


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HSBC HOLDINGS PLC ANNOUNCES PRICING TERM OF ITS TENDER OFFERS FOR FOUR SERIES OF NOTES

14 MAY 2024


Full announcement with full disclosures and disclaimers available via Lonse


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"The Company today announces that on the terms and subject to the conditions in the Offer to Purchase, set forth in the table below is the 'Consideration' for each series of Notes, as calculated at 11:00 a.m. (New York City time) on the date hereof (the 'Price Determination Date') in accordance with the Offer to Purchase. References to '$' are to U.S. dollars.




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HSBC HOLDINGS PLC ANNOUNCES TENDER OFFERS FOR FOUR SERIES OF NOTES

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: https://www.gbsc-usa.com/hsbc/.

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.


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


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