HSBC USA (HUSI+G) 8-KOther Events

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2023

Commission file number 001-07436

HSBC USA INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 525-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On March 17, 2023, HSBC USA Inc. (the “Company”) completed its public offering of $1,250,000,000 aggregate principal amount of the Company’s 5.625% Senior Notes due 2025 (the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), dated March 9, 2023, between the Company and HSBC Securities (USA) Inc. as representative of the several underwriters listed therein. The Notes were issued pursuant to an Indenture, dated as of March 31, 2009 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of March 22, 2012 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Indenture trustee. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No. 333-253385) (the “Registration Statement”).

The foregoing description of the Underwriting Agreement, Notes and other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The Base Indenture and First Supplemental Indenture were filed as exhibits to the Registration Statement.

(d) Exhibits

The following exhibits are incorporated by reference into the Registration Statement thereto and are filed as part of this Current Report:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.