UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
On June 3, 2025, HSBC USA Inc. (the "Company") completed its public offering of $900,000,000 aggregate principal amount of the Company's 4.650% Senior Notes due 2028 (the "Fixed Rate Notes") and $350,000,000 aggregate principal amount of the Company's Floating Rate Senior Notes due 2028 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes"), pursuant to an underwriting agreement (the "Underwriting Agreement"), dated May 27, 2025, 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 the Fourth Supplemental Indenture, dated as of February 21, 2024 (the "Fourth Supplemental Indenture" and together with the Base Indenture and the First Supplemental 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. 333-277211) (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, the First Supplemental Indenture and the Fourth Supplemental Indenture were filed as exhibits to the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are incorporated by reference into the Registration Statement thereto and are filed as part of this Current Report:
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement dated May 27, 2025 | |
| 4.1 | Form of 4.650% Senior Notes due 2028 | |
| 4.2 | Form of Floating Rate Senior Notes due 2028 | |
| 5.1 | Opinion of Mayer Brown LLP | |
| 5.2 | Opinion of DLA Piper LLP (US) | |
| 23.1 | Consent of Mayer Brown LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of DLA Piper LLP (US) (included in Exhibit 5.2) | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
| HSBC USA Inc. (Registrant) | ||
| By: | /s/ Andrew Fullam | |
| Name: | Andrew Fullam | |
| Title: | Chief Financial Officer | |
| Dated June 3, 2025 | ||