HSBC HOLDINGS PLC 
TIDMHSBA
RNS Number : 8865Z
HSBC Holdings PLC
23 September 2020
HSBC HOLDINGS PLC ANNOUNCES RESULTS OF ITS TENDER OFFERS FOR SIX SERIES OF NOTES
HSBC Holdings plc (the 'Company,' 'we' or 'us') today announces the results of its previously announced six separate offers to purchase for cash any and all of the outstanding series of notes listed in the table below. 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 were made upon the terms and were subject to the conditions set forth in the Offer to Purchase dated September 15, 2020 relating to the Notes (the 'Offer to Purchase') and the related notice of guaranteed delivery (together with the Offer to Purchase, the 'Offer Documents'), including the Financing Condition (as defined in the Offer Documents). The Offer Documents are available at the following link: https://www.gbsc-usa.com/hsbc/ .
The Offers expired at 5:00pm (New York City time) on September 22, 2020 (the 'Expiration Date'). References to '$' are to U.S. dollars.
Acceptance Title of CUSIP Maturity Principal Principal Principal Aggregate
Priority Notes Date Amount Amount Amount Consideration(2)
Level Outstanding Tendered(1) Accepted(1)
----------- ------------- ---------- --------- --------------- ------------- --------------- ------------------
2.950%
Senior
Unsecured May
Notes due 25,
1 May 2021 404280AY5 2021 $2,500,000,000 $958,875,000 $958,875,000 $975,914,208.75
----------- ------------- ---------- --------- --------------- ------------- --------------- ------------------
Floating
Rate Senior
Unsecured May
Notes due 25,
2 May 2021 404280AZ2 2021 $1,000,000,000 $414,682,000 $414,682,000 $419,226,914.72
----------- ------------- ---------- --------- --------------- ------------- --------------- ------------------
4.000%
Senior
Unsecured March
Notes due 30,
3 March 2022 404280AN9 2022 $2,000,000,000 $999,053,000 $0.00 $0.00
----------- ------------- ---------- --------- --------------- ------------- --------------- ------------------
3.400%
Senior
Unsecured
Notes due March
4 March 2021 404280AV1 8, 2021 $1,032,090,000 $53,601,000 $53,601,000 $54,373,390.41
----------- ------------- ---------- --------- --------------- ------------- --------------- ------------------
5.100%
Senior
Unsecured
Notes due April
5 April 2021 404280AK5 5, 2021 $907,191,000 $58,637,000 $58,637,000 $60,142,798.16
----------- ------------- ---------- --------- --------------- ------------- --------------- ------------------
Floating
Rate Senior
Unsecured
Notes due March
6 March 2021 404280AX7 8, 2021 $707,841,000 $196,306,000 $196,306,000 $198,290,653.66
----------- ------------- ---------- --------- --------------- ------------- --------------- ------------------
Total
Consideration $1,707,947,965.70
----------- ------------- ---------- --------- --------------- ------------- --------------- ------------------
(1) These amounts include the principal amount of Notes for which holders have complied with the Guaranteed Delivery Procedures (as defined in the Offer Documents). Such amounts remain subject to the Guaranteed Delivery Procedures. Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00pm (New York City time) on September 24, 2020, unless extended or earlier terminated in respect of an Offer by the Company in its sole discretion (such date with respect to an Offer, as the same may be extended, the 'Guaranteed Delivery Date').
(2) These amounts do not include Accrued Interest (as defined below).
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 Financing Condition (as defined in the Offer Documents). On September 16, 2020, the Company announced that the 'Total Available Amount' for purposes of the Financing Condition is $2,000,000,000.
The Company announces that the Financing Condition has been satisfied with respect to the series of Notes with an 'Acceptance Priority Level' (as set forth in the table above) of 1, 2, 4, 5 and 6. Because the Total Available Amount is insufficient to fund any and all of the Notes of the series with Acceptance Priority Level 3 that have been validly tendered and not validly withdrawn (after taking into account Notes of each series accepted for purchase with a higher Acceptance Priority Level), no series of Notes with Acceptance Priority Level 3 will be accepted for purchase. Accordingly, only series of Notes with an Acceptance Priority Level of 1, 2, 4, 5 and 6 validly tendered (including Notes for which holders have complied with the Guaranteed Delivery Procedures) at or prior to the Expiration Time and not validly withdrawn at or prior to the Withdrawal Date have been accepted for purchase.
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 September 25, 2020 (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.
The Company retained HSBC Bank plc as Dealer Manager for the Offers (the 'Dealer Manager'). Questions and requests for assistance related to the Offers may be directed to the Dealer Manager at UK: +44 (0)20 7992 6237, US: +1 (212) 525-5552 (Collect) or +1 (888) HSBC-4LM (Toll Free), or by email at liability.management@hsbcib.com.
Global Bondholder Services Corporation is acting as the information agent (the 'Information Agent'). Questions or requests for assistance related to the Offers or for additional copies of the Offer Documents may be directed to the Information Agent at (866) 470-4300 (toll free) or (212) 430-3774 (banks and brokers). You may also contact your broker, dealer, custodian bank, trust company or other nominee for assistance concerning the Offers.
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This announcement is for informational purposes only and does not constitute an offer to purchase or sell, or a solicitation of an offer to purchase or sell, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
United Kingdom. This communication and any other documents or materials relating to the Offers are not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this communication and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ' Financial Promotion Order ')), (ii) to those persons who are within Article 43(2) of the Financial Promotion Order, including existing members and creditors of HSBC Holdings, (iii) to those persons who are outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as ' Relevant Persons ') and the transactions contemplated by the Offer to Purchase were available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this communication
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09-23-20 0715ET
