8-K

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): November 13, 2019 (November 12, 2019)

__________________________________

Commission File Number 001-07436

HSBC USA Inc.

(Exact name of registrant as specified in its charter)

Maryland	13-2764867
(State of incorporation)	(I.R.S. Employer Identification No.)
452 Fifth Avenue, New York, New York	10018
(Address of principal executive offices)	(Zip Code)

(212) 525-5000

Registrant’s telephone number, including area code

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
$100,000,000 Zero Coupon Callable Accreting Notes due January 15, 2043	HBA/43	New York Stock Exchange
$50,000,000 Zero Coupon Callable Accreting Notes due January 29, 2043	HBA/43A	New York Stock Exchange

 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. ☐

HSBC USA INC.

Item 8.01. Other Events.

On November 13, 2019, HSBC Bank USA, National Association (the "Bank"), a national bank and the wholly-owned subsidiary of HSBC USA Inc., issued a press release announcing the pricing and results of its tender offers (the "Offers") to purchase for cash any and all of its outstanding 5.875% Subordinated Notes due November 1, 2034 (CUSIP: 4042Q1AA5; ISIN: US4042Q1AA55) (the "2034 Notes") and 5.625% Subordinated Notes due August 15, 2035 (CUSIP: 4042Q1AB3; ISIN: US4042Q1AB39) (the "2035 Notes" and, together with the 2034 Notes, the "Notes"). The Offers were made upon the terms and subject to the conditions set forth in the Offer to Purchase and related Letter of Transmittal dated November 5, 2019. As of 5:00 p.m., New York City time on November 12, 2019, the Bank received valid tenders from holders of, and had accepted for purchase, an aggregate of $1,009 million in principal amount of the Notes (the "Tendered Notes"). The Total Consideration per $1,000 principal amount of Tendered Notes is noted in the table below.

Title of Security	Outstanding Principal Balance		Principal Amount of Tendered Notes			Total Consideration(2)
	(in millions)		(in millions)
5.875% Subordinated Notes due 2034	$	1,000	$	642	(1)	$	1,310.03
5.625% Subordinated Notes due 2035	750		367			1,260.71
Total	$	1,750	$	1,009

⁽¹⁾  Does not include $650,000 aggregate principal amount of Notes tendered using the guaranteed delivery procedures that will be accepted for purchase if delivered no later than 5:00 p.m., New York City time, on November 14, 2019.

⁽²⁾  Per $1,000 principal amount of Tendered Notes, excluding accrued and unpaid interest.

The aggregate consideration payable for the Tendered Notes is approximately $1,304 million, excluding any accrued and unpaid interest on the Tendered Notes, and is expected to be paid on November 15, 2019.

The Bank previously elected to apply Fair Value Option accounting to the Notes being tendered. As a result of the Offers, the Bank expects to record a net pre-tax gain on the re-purchase and early extinguishment of debt that is estimated to be approximately $84 million in the fourth quarter of 2019. This net pre-tax gain is due to an unrealized gain associated with the Bank's own credit spread, currently recorded in accumulated other comprehensive income that will be realized upon extinguishment and will more than offset the tender premium paid to extinguish the debt.

A copy of the press release announcing the pricing and results of the Offers is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press Release dated November 13, 2019

2

HSBC USA INC.

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.

Date:    November 13, 2019

HSBC USA INC.
By:	/s/ KAVITA MAHTANI
	Kavita Mahtani
	Senior Executive Vice President and
	Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

November 13, 2019

HSBC Bank USA, National Association Announces

Pricing and Expiration of its

Offers to Purchase for Cash

Any and All of the Outstanding Notes Listed Below

5.875% Subordinated Notes due November 1, 2034

(CUSIP: 4042Q1AA5; ISIN: US4042Q1AA55); and

5.625% Subordinated Notes due August 15, 2035

(CUSIP: 4042Q1AB3; ISIN: US4042Q1AB39)

New York, NY -- HSBC Bank USA, National Association (the "Bank") hereby announces the pricing and expiration of its previously announced offers (each an "Offer" and collectively the "Offers") to purchase for cash any and all of its outstanding 5.875% Subordinated Notes due November 1, 2034 (CUSIP: 4042Q1AA5; ISIN: US4042Q1AA55) (the "2034 Notes") and 5.625% Subordinated Notes due August 15, 2035 (CUSIP: 4042Q1AB3; ISIN: US4042Q1AB39) (the "2035 Notes" and, together with the 2034 Notes, the "Notes") upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 5, 2019 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and in the related Letter of Transmittal dated November 5, 2019 (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"). The Offers expired as of 5:00 p.m., New York City time, on November 12, 2019 (such time and date, the "Expiration Time") and were made to all registered holders of each series of Notes (each, a "Holder" and collectively, the "Holders"). Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Offer to Purchase.

Approximately $1,009 million aggregate principal amount of Notes were validly tendered and accepted for purchase in the Offers, as more fully set forth below:

Title of Security	CUSIP/ISIN	Principal Amount Tendered	Percent of Amount Outstanding Tendered
5.875% Subordinated Notes due 2034	CUSIP: 4042Q1AA5 ISIN: US4042Q1AA55	US $641,934,000(1)	64.19%
5.625% Subordinated Notes due 2035	CUSIP: 4042Q1AB3 ISIN: US4042Q1AB39	US $366,647,000	48.89%
(1) Does not include $650,000 aggregate principal amount of Notes tendered using the guaranteed delivery procedures that will be accepted for purchase if delivered no later than 5:00 p.m., New York City time, on November 14, 2019.

The conditions to the Offers described under the heading "Conditions to the Offers" in the Offer to Purchase have been satisfied. Payment of the Total Consideration to Holders of Notes that were accepted for purchase will be made on November 15, 2019 (the "Notes Settlement Date"), other than the Notes tendered using the guaranteed delivery procedures and delivered after the Expiration Time for which payment will be made on November 15, 2019 (the "Guaranteed Delivery Settlement Date"; each of the Guaranteed Delivery Settlement Date and the Notes Settlement Date, a "Settlement Date"). Holders who validly tendered and did not validly withdraw their Notes and whose Notes were accepted for purchase in the Offers will also be paid on the applicable Settlement Date accrued and unpaid interest from, and including, the last interest payment date on such Notes up to, but excluding, the Notes Settlement Date.

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The "Total Consideration" for each $1,000 principal amount of the Notes validly tendered and accepted for payment pursuant to the applicable Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread specified on the front cover of the Offer to Purchase for such series of the Notes (the "Fixed Spread") over the yield (the "Reference Yield") based on the bid side price of the U.S. Treasury Security specified on the front cover of the Offer to Purchase for such series of the Notes (the "Reference Benchmark Security"), as calculated by HSBC Securities (USA) Inc. (the "Dealer Manager") at 10:00 a.m., New York City time, on November 12, 2019 (such time and date, the "Price Determination Time").

The following table summarizes the material pricing terms for the Offers:

Title of Security	CUSIP/ISIN	Outstanding Principal Amount	Reference Benchmark Security	Fixed Spread (basis points)	Bloomberg Reference Page	Total Consideration (1)(2)
5.875% Subordinated Notes due 2034	CUSIP: 4042Q1AA5 ISIN: US4042Q1AA55	U.S. $1,000,000,000	1.625% US Treasury Notes Due August 15, 2029	130	PX1	U.S. $1,310.03
5.625% Subordinated Notes due 2035	CUSIP: 4042Q1AB3 ISIN: US4042Q1AB39	U.S. $750,000,000	2.875% US Treasury Notes Due May 15, 2049	105	PX1	U.S. $1,260.71
(1) Per each U.S.$1,000 principal amount of Notes accepted for purchase, excluding accrued and unpaid interest. (2) The Total Consideration is based on the applicable Fixed Spread added to the applicable Reference Yield as of the Price Determination Time.

Global Bondholder Services Corporation acted as the depositary and as the information agent for the Offers. HSBC Securities (USA) Inc. acted as Dealer Manager for the Offers. Persons with questions about the Offers should contact HSBC Securities (USA) Inc. at +1 (888) HSBC-4LM (toll free) or +1 (212) 525-5552 (collect). Requests for documents should be directed to Global Bondholder Services Corporation at +1 (212) 430-3774 (banks and brokers) or +1 (866) 470-4200 (all others toll free) or by email at contact@gbsc-usa.com.

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This press release is for information purposes only and is not an offer to purchase or a solicitation of acceptance of an offer to purchase any of the Notes. The Offers were made pursuant to the Offer Documents, which the Bank distributed to Holders of Notes. The Offers were not made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, "blue sky" or other laws of such jurisdiction.

Media enquiries to:

Rob Sherman(212) 525-6901 robert.a.sherman@us.hsbc.com

US Head of Media Relations

HSBC

Notes to editors

HSBC Bank USA, National Association (HSBC Bank USA, N.A.) serves customers through retail banking and wealth management, commercial banking, private banking, and global banking and markets segments. It operates bank branches in: California; Connecticut; Washington, D.C.; Florida; Maryland; New Jersey; New York; Pennsylvania; Virginia; and Washington. HSBC Bank USA, N.A. is the principal subsidiary of HSBC USA Inc., a wholly-owned subsidiary of HSBC North America Holdings Inc. HSBC Bank USA, N.A. is a Member of FDIC. Investment and brokerage services are provided through HSBC Securities (USA) Inc., (Member NYSE/FINRA/SIPC) and insurance products are provided through HSBC Insurance Agency (USA) Inc.

Forward-looking statements: Certain statements in this press release are "forward-looking statements" within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results and other financial conditions may differ materially from those included in these statements due to a variety of factors including those contained in HSBC USA Inc.'s filings with the SEC, including without limitation the "Risk Factors" section of HSBC USA Inc.'s 2018 Annual Report on Form 10-K. Precautionary statements included in such filings should be read in conjunction with this press release.

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