Exhibit 1.1
HSBC USA INC.
3.750% Senior Notes due 2024
Underwriting Agreement
May 17, 2022
HSBC Securities (USA) Inc.
As Representative of the several Underwriters
named in Schedule I hereto
Ladies and Gentlemen:
HSBC USA Inc., a Maryland corporation (the “Company”),
proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”)
the securities (the “Securities”) specified in Schedule II hereto. HSBC Securities (USA) Inc. is acting as representative
of the Underwriters (the “Representative”). The obligations of the Underwriters under this Agreement (the “Agreement”)
shall be several and not joint.
The terms and rights of the Securities shall be
as specified in Schedule II and Schedule III hereto and in or pursuant to the indenture, as it may be supplemented from time to time (the
“Indenture”) identified in Schedule II hereto.
| 1. | The Company represents and warrants to, and agrees with, each
of the Underwriters that: |
(a)
An “automatic shelf registration statement,” as defined under Rule 405 under the Securities Act of 1933, as amended
(the “1933 Act”), on Form S-3 (File No. 333-253385) in respect of the Securities has been filed with the Securities and Exchange
Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any
post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement
or any part thereof has been issued and no proceeding for that purpose has been instituted or threatened by the Commission, and no notice
of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2)
under the 1933 Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in
which it most recently been filed with the Commission, is hereinafter called the “Base Prospectus”; any preliminary prospectus
(including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the
1933 Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement including all
exhibits thereto, but excluding each Form T-1, and including any prospectus supplement relating to the Securities that is filed with the
Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such registration
statement or any part thereof became effective, are hereinafter collectively called the “Registration Statement”; the Base
Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called
the “Pricing Prospectus”; the Base Prospectus as supplemented by the prospectus supplement relating to the Securities filed
with the Commission pursuant to Rule 424(b) under the 1933 Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”;
any reference herein to the Base Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, as of the date of such
prospectus; any reference to any amendment or supplement to the Base Prospectus, the Pricing Prospectus, any Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement
relating to the Securities filed with the Commission pursuant to Rule 424(b) under the 1933 Act and any documents filed under the Securities
Exchange Act of 1934, as amended (the “1934 Act”), and incorporated therein, in each case after the date of the Base Prospectus,
the Pricing Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration
Statement shall be deemed to include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the
effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the
“Prospectus as amended or supplemented” shall be deemed to refer to the Prospectus as amended or supplemented in relation
to the Securities in the form filed or transmitted for filing with the Commission pursuant to Rule 424(b) under the 1933 Act in accordance
with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing);
(b)
No order preventing or suspending the use of any Preliminary Prospectus or any “issuer free writing prospectus” as
defined in Rule 433 under the 1933 Act relating to the Securities (an “Issuer Free Writing Prospectus”) has been issued by
the Commission, and each Preliminary Prospectus and Issuer Free Writing Prospectus, at the time of filing thereof, conformed in all material
respects to the requirements of the 1933 Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”),
and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative
expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof;
(c)
For the purposes of this Agreement, the “Applicable Time” is 3:50 p.m. (Eastern time) on the date of this Agreement;
the Pricing Prospectus, taken together with each Issuer Free Writing Prospectus attached as Schedule III hereto (if any) (collectively,
the “Pricing Disclosure Package”) as of the Applicable Time, did not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and each Issuer Free
Writing Prospectus (if any) does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or
the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package
as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not
apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished
in writing to the Company by an Underwriter through the Representative expressly for use therein, it being understood and agreed that
the only such information is that described as such in Section 8(b) hereof;
(d)
The documents incorporated by reference in the Pricing Prospectus and the Prospectus as amended or supplemented, when they became
effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the 1933 Act
or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; and any further documents so filed and incorporated by reference in the Pricing Prospectus and the Prospectus and any
amendments or supplements thereto, when they become effective or are filed with the Commission, as the case may be, will conform in all
material respects to the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter
through the Representative expressly for use therein, it being understood and agreed that the only such information is that described
as such in Section 8(b) hereof;
(e)
The Registration Statement and the Prospectus conform, and any amendments or supplements thereto will conform, in all material
respects to the requirements of the 1933 Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder; the
Registration Statement and any amendment thereof (including the filing of any annual report on Form 10-K), at the time it became effective,
did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and the Prospectus, at the time the Registration Statement became effective did not, as amended
or supplemented as of the date hereof does not, and as amended or supplemented at the Time of Delivery (as hereinafter defined) will not,
contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company
by an Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information
is that described as such in Section 8(b) hereof;
(f)
The interactive data in eXtensible Business Reporting Language filed as an exhibit to the documents included or incorporated by
reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance
with the Commission’s rules and guidelines applicable thereto;
(g)
The financial statements included or incorporated by reference in the Pricing Prospectus and the Prospectus present fairly the
financial position of the Company and its subsidiaries as of the dates indicated and the results of their respective operations for the
periods specified; except as otherwise stated in the Pricing Prospectus, said financial statements have been prepared in conformity with
United States generally accepted accounting principles applied on a basis that is consistent in all material respects during the periods
involved;
(h)
Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included
or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which is material
to the Company and its subsidiaries considered as one enterprise, otherwise than as set forth or contemplated in the Pricing Prospectus;
and, since the respective dates as of which information is given or incorporated by reference in the Pricing Prospectus, there has not
been any material adverse change or any development involving a prospective material adverse change in or affecting the general affairs
or management or the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries
considered as one enterprise otherwise than as set forth or contemplated in the Pricing Prospectus;
(i)
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of
Maryland with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Pricing
Prospectus and the Prospectus; the Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as
amended; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction
in which the character or location of its properties or the nature or the conduct of its business requires such qualification, except
for any failures to be so qualified or to be in good standing which, taken as a whole, are not material to the Company and its subsidiaries
considered as one enterprise;
(j)
Each subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X
under the 1933 Act (a “Significant Subsidiary”) has been duly organized and is validly existing and in good standing under
the laws of the jurisdiction of its organization, has corporate power and authority to own, lease and operate its properties and conduct
its business as described in the Pricing Prospectus and the Prospectus and is duly qualified to transact business and is in good standing
in each jurisdiction in which the character or location of its properties or the nature or the conduct of its business requires such qualification,
except for any failures to be so qualified or to be in good standing which, taken as a whole, are not material to the Company and its
subsidiaries considered as one enterprise; all of the issued and outstanding capital stock of each such Significant Subsidiary has been
duly authorized and validly issued and is fully paid and non-assessable; and the capital stock of each such Significant Subsidiary owned
by the Company, directly or through its subsidiaries, is owned free and clear of any mortgage, pledge, lien, encumbrance, claim or equity;
(k)
The Company and HSBC Bank USA, National Association are in compliance in all material respects with all applicable laws administered
by, and all applicable regulations of, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation,
the Office of the Comptroller of the Currency and any other federal or state bank regulatory authority with jurisdiction over the Company
or any of its subsidiaries, other than where such failures to comply, individually or in the aggregate, would not materially adversely
affect the conduct of the business, operations, financial condition or income of the Company and its subsidiaries considered as one enterprise;
(l)
The Securities to be issued and sold by the Company to the Underwriters hereunder have been duly authorized for issuance and sale
and, when the Securities are issued pursuant to the Indenture and delivered against payment therefor pursuant to this Agreement, the Securities
will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture; the Indenture has been duly authorized, executed and delivered by the Company and
the Trustee thereunder, and constitutes a valid and legally binding instrument enforceable against the Company in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement
of creditors’ rights or by general principles of equity; the Indenture has been duly qualified under the Trust Indenture Act; and
the Indenture conforms to the description thereof in the Prospectus as originally filed with the Commission, and the Securities will conform
to the descriptions thereof in the Prospectus as amended or supplemented;
(m)
This Agreement has been duly authorized, executed and delivered by the Company;
(n)
The issue and sale of the Securities by the Company, the compliance by the Company with all of the provisions of the Securities,
the Indenture, and this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all necessary
corporate action and will not (a) conflict with or constitute a breach of, or default under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any contract, indenture,
mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or
any of them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (except for conflicts,
breaches or defaults which would not, individually or in the aggregate, be materially adverse to the Company and its subsidiaries taken
as a whole or materially adverse to the transactions contemplated by this Agreement), (b) result in any violation of the provisions of
the charter or bylaws of the Company, or (c) result in any violation of any existing applicable law, administrative regulation or administrative
or court decree of any governmental instrumentality or court having jurisdiction over the Company or its subsidiaries or their respective
properties or assets (except for violations which would not, individually or in the aggregate, be materially adverse to the Company and
its subsidiaries taken as a whole); and no consent, approval, authorization or order of any court or governmental authority or agency
is required for the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the
1933 Act of the Securities, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under State securities or Blue Sky laws in connection with the purchase and distribution
of the Securities by the Underwriters;
(o)
Neither the Company nor any of its Significant Subsidiaries is (i) in violation of its organizational documents (including its
articles of organization or by-laws) or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument of indebtedness to which it
is a party or by which it or any of its properties may be bound, except for, with respect to clause (ii), defaults which, individually
or in the aggregate, would not be materially adverse to the Company and its subsidiaries taken as a whole or materially adverse to the
transactions contemplated by this Agreement;
(p)
The statements set forth in the Pricing Disclosure Package and the Prospectus under the captions (A) “Description of the
Notes” and “Description of Debt Securities”, insofar as such statements summarize the terms of the Securities and the
Indenture, and (B) “U.S. Federal Income Tax Considerations”, insofar as such statements constitute a summary of U.S. federal
income tax law referred to therein, are accurate and fairly summarize in all material respects the U.S. federal income tax laws referred
to therein as of such date and as of the date hereof (subject to the qualifications and assumptions set forth therein);
(q)
The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof
as described in the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended;
(r)
The Company and its Significant Subsidiaries possess adequate certificates, authorities or permits issued by the appropriate state,
federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except such certificates, authorities
or permits which are not material to such conduct of their business, and neither the Company nor any of its Significant Subsidiaries has
received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, singly
or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially adversely affect the conduct of the
business, operations, financial condition or income of the Company and its subsidiaries considered as one enterprise;
(s)
There are no legal or governmental proceedings pending, other than those referred to in the Pricing Prospectus and the Prospectus,
to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject,
other than proceedings which are not reasonably expected, individually or in the aggregate, to have a material adverse effect on the consolidated
financial position, shareholders’ equity or results of operations of the Company and its subsidiaries considered as one enterprise;
and no such proceedings have been threatened or, to the best of the Company’s knowledge, are contemplated by governmental authorities;
(t)
PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries included or incorporated
by reference in the Registration Statement, is an independent registered public accounting firm as required by the 1933 Act and the rules
and regulations of the Commission thereunder;
(u)
(i) (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes
of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed
pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus) and (C) at the time the Company or any person acting on its behalf
(within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer relating to the Securities in reliance on
the exemption of Rule 163 under the 1933 Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under
the 1933 Act; and (ii) at the earliest time after the filing of the Registration Statement that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) of the Securities, the Company was not an “ineligible
issuer” as defined in Rule 405 under the 1933 Act;
(v)
The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the
1934 Act) that complies with the requirements of the 1934 Act and has been designed by the Company’s principal executive officer
and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. As of the
date of the Company’s most recent periodic report filed with the SEC pursuant to Section 13(a) or 15(d) of the 1934 Act, management
had concluded that the Company’s internal control over financial reporting was effective;
(w)
The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that comply
with the requirements of the 1934 Act; such disclosure controls and procedures have been designed to ensure that material information
relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial
officer by others within those entities. As of the date of the Company’s most recent periodic report filed with the SEC pursuant
to Section 13(a) or 15(d) of the 1934 Act, management had concluded that the Company’s disclosure controls and procedures were effective;
(x)
Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate (as such term is defined
in Rule 501(b) under the 1933 Act, each an “Affiliate”) or other person acting on behalf of the Company or any of its
subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any anti-bribery
laws, including but not limited to (i) any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery
of Foreign Public Officials in International Business Transactions, signed December 17, 1997 (the “Convention”), (ii)
the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and
(iii) any other law, rule or regulation of any locality of similar purpose and scope, including, without limitation, making use of the
mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization
of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign
official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign
political office, in contravention of the Convention, the FCPA or any similar laws, rules or regulations and the Company and, to the knowledge
of the Company, its Affiliates have conducted their businesses in compliance with the Convention, the FCPA and similar laws, rules and
regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue
to ensure, continued compliance therewith;
(y)
Except as set forth in the Pricing Prospectus and the Prospectus, each of the Company, its subsidiaries, its Affiliates, and to
the best knowledge of the Company, any of their respective officers, directors, supervisors, managers, agents, or employees, has not violated,
and its participation in the offering will not violate, any anti-money laundering laws, including but not limited to, applicable federal,
state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering, including, without limitation,
Title 18 U.S. Code section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principals or
procedures by any intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United
States is a member and with which designation the United States representative to the group or organization continues to concur, all as
amended, and any Executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses
issued thereunder, and, except as set forth in the Pricing Prospectus and the Prospectus, no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company with respect to such anti-money laundering laws
is pending or, to the best knowledge of the Company, threatened. Each of the Company, its subsidiaries and its Affiliates has instituted
and maintains policies and procedures designed to ensure continued compliance with anti-money laundering laws; and
(z)
Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or person acting on
behalf of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing
the activities of any person currently subject to any U.S. sanctions administered by OFAC.
2. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each of the Underwriters, and each
of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth on Schedule II, the
principal amount of Securities set forth opposite the name of such Underwriter on Schedule I hereto.
3. Upon authorization by the Representative of the release of the Securities, the several Underwriters propose to offer the Securities
for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented relating to the Securities.
4. The Securities to be purchased by each Underwriter hereunder, in book-entry form, and in such denominations and registered in the
name of the nominee of The Depository Trust Company, shall be delivered by or on behalf of the Company through the facilities of The Depository
Trust Company to the Representative for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase
price therefor by wire transfer of Federal (same day) funds to the account specified by the Company all at the place, time and date specified
in Schedule II hereto, or at such other place, time and date as the Representative and the Company may agree upon in writing. Such time
and date for delivery of the Securities is herein called the “Time of Delivery.”
5. The Company agrees with each of the Underwriters:
(a)
To prepare the Prospectus in a form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) under the
1933 Act not later than the time specified by such Rule; to make no further amendment or any supplement to the Registration Statement,
the Base Prospectus or the Prospectus after the date hereof and prior to the Time of Delivery which shall be disapproved by the Representative
promptly after reasonable notice thereof; to advise the Representative promptly of any such amendment or supplement after the Time of
Delivery and furnish the Representative with copies thereof; to file promptly all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the
date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities
(or in lieu thereof the notice referenced in Rule 173(a) under the 1933 Act) and during such period to advise the Representative, promptly
after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use
of any Preliminary Prospectus or other prospectus in respect of the Securities, of any notice of objection of the Commission to the use
of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act, of the suspension
of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary
Prospectus or other prospectus in respect of the Securities, or for additional information; and, in the event of the issuance of any stop
order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Securities
or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;
(b)
The Company has prepared an Issuer Free Writing Prospectus in the form of a term sheet (attached as Schedule III hereto) with respect
to the Securities (the “Term Sheet”) and will file such Term Sheet with the Commission pursuant to Rule 433 under the 1933
Act not later than the time specified by such Rule. Before using, authorizing, approving, referring to or filing any Issuer Free Writing
Prospectus, the Company will furnish the Representative a copy of the proposed Issuer Free Writing Prospectus for review and will not
use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus to which the Representative objects in its reasonable
judgment;
(c)
Promptly from time to time to take such action as the Representative may reasonably request to qualify the Securities for offering
and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance
of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided
that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service
of process in any jurisdiction;
(d)
To furnish the Underwriters with copies of the Prospectus as amended or supplemented relating to the Securities in such quantities
as the Representative may from time to time reasonably request, and, if the delivery of a prospectus is required at any time prior to
the expiration of nine months after the time of issue of the Prospectus as amended or supplemented in connection with the offering or
sale of the Securities and if at such time any event shall have occurred as a result of which such Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason
it shall be necessary during such period to further amend or supplement the Prospectus as then amended or supplemented or to file under
the 1934 Act any document incorporated by reference in the Prospectus in order to comply with the 1933 Act or the 1934 Act, to notify
the Representative and to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities
as many copies as the Representative may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus
that will correct such statement or omission or effect such compliance, and in case any Underwriter is required to deliver a prospectus
in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon your
request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as the Representative may request
of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act;
(e)
As soon as practicable, but in any event not later than 16 months after the date hereof, the Company will make generally available
to its securityholders an earnings statement of the Company and its subsidiaries (which need not be audited) that will satisfy the provisions
of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 consecutive months beginning after the date
hereof;
(f)
During the period beginning from the date hereof and continuing to the later of (i) the termination of trading restrictions on
the Securities, as notified to the Company by the Representative, and (ii) the Time of Delivery, not to offer, sell, contract to sell
or otherwise dispose of any debt securities of the Company (except for debt securities issued upon the exercise of warrants) that mature
more than nine months after the Time of Delivery and that are substantially similar to the Securities, without prior written consent of
the Representative; provided, however, that in no event shall the foregoing period extend more than 15 calendar days from the date hereof;
(g)
The Company will, pursuant to reasonable procedures developed in good faith, retain for a period of not less than three years copies
of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act and maintain
records regarding the timing of the delivery of all such information;
(h)
For so long as any of the Securities remain unsold by the Underwriters, the Company will use its best efforts to comply with the
disclosure requirements under the 1933 Act and 1934 Act relating to its status as a “well-known seasoned issuer,” as defined
in Rule 405 of the 1933 Act, which efforts will include the filing of all reports and materials set forth in Section 1(i) of the definition
of “ineligible issuer” as defined in Rule 405 of the 1933 Act;
(i)
The Company will pay any required filing fees relating to the Securities by the times required by Rule 456(b)(1) of the 1933 Act
without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act;
(j)
(i) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date
of the automatic shelf registration statement relating to the Securities, any of the Securities remain unsold by the Underwriters, the
Company will, at its option and prior to the Renewal Deadline if it has not already done so, (A) file a new automatic shelf registration
statement relating to the Securities, if it is eligible to do so, in a form satisfactory to the Representative or (B) file a new shelf
registration statement relating to the Securities, in a form satisfactory to the Representative; provided, however, that if the Company
is eligible to file a new automatic shelf registration statement and elects to file a shelf registration statement pursuant to this clause
(B), the Company will file such shelf registration statement no later than 75 calendar days prior to the Renewal Deadline and will use
its best efforts to cause such registration statement to be declared effective on or before the Renewal Deadline. The Company will take
all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated
in the expired registration statement relating to the Securities. References herein to the registration statement relating to the Securities
shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.
(ii)
If at any time when Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to
Rule 401(g)(2) of the 1933 Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company
will (A) promptly notify the Representative, (B) promptly file a new registration statement or post-effective amendment on the proper
form relating to the Securities, in a form satisfactory to the Representative, (C) use its best efforts to cause such registration statement
or post-effective amendment to be declared effective as soon as practicable, and (D) promptly notify the Representative of such effectiveness.
The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities to
continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has
otherwise become ineligible. References herein to the registration statement relating to the Securities shall include such new registration
statement or post-effective amendment, as the case may be; and
(k)
The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurs, or any event occurred
prior to such issuance, as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration
Statement, the Pricing Prospectus or the Prospectus or would contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, the Company will give prompt notice thereof
to the Representative and, if requested by the Representative, will prepare and furnish without charge to each Underwriter an Issuer Free
Writing Prospectus or other document that will correct such conflict, statement or omission; provided, however, that this representation
and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter through the Representative expressly for use therein.
6. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities
under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base
Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and
the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing and reproducing this Agreement,
the Indenture and supplements thereto, the Blue Sky Memorandum and any other documents in connection with the offering, purchase, sale
and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under
state securities laws as provided in Section 5(c) hereof, including the fees and disbursements of counsel for the Underwriters in connection
with such qualification and in connection with the Blue Sky Memorandum; (iv) the cost of preparing the Securities; (v) the fees and expenses
of any Trustee and any agent of any Trustee, and the fees and disbursements of counsel for any Trustee in connection with the Indenture
and the Securities; (vi) the fees and expenses (including the reasonable fees and disbursements of counsel to the Underwriters), if any,
incurred with respect to any filings with the Financial Industry Regulatory Authority, Inc.; and (vii) all other costs and expenses incident
to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section. It is understood, however,
that, except as provided in this Section 6, and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses,
including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.
7. The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations
and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that
the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:
(a)
The Prospectus as amended or supplemented relating to the Securities shall have been filed with the Commission pursuant to Rule
424(b) under the 1933 Act within the applicable time period prescribed for such filing by the rules and regulations under the 1933 Act
and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement shall have been issued
and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information
on the part of the Commission shall have been complied with to the Representative’s reasonable satisfaction;
(b)
Cravath, Swaine & Moore LLP, counsel for the Underwriters, shall have furnished to you such opinion or opinions and negative
assurance letter, dated the Time of Delivery, with respect to the issuance of the Securities and other related matters as you may reasonably
request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such
matters;
(c)
William L. Kuhn IV, Executive Vice President and General Counsel, Regulatory, Disclosure
and Employment Law of the Company shall have furnished to you written opinions, dated the Time of Delivery, substantially in the
form of Exhibit A hereto;
(d)
Mayer Brown LLP, special counsel to the Company, shall have furnished to you its written opinion or opinions and a negative assurance
letter, dated the Time of Delivery, substantially in the form of Exhibit B hereto;
(e)
DLA Piper LLP (US), special Maryland counsel to the Company shall have furnished to you written opinions, dated the Time of Delivery,
substantially in the form of Exhibit C hereto;
(f)
On the date hereof and at the Time of Delivery, PricewaterhouseCoopers LLP shall have furnished to you letters, dated the date
of delivery thereof, in form and substance satisfactory to you, as to such matters as you may reasonably request;
(g)
On or after the date hereof up to the Time of Delivery, there has been no change in the capital stock or long-term debt of the
Company or any of its subsidiaries or a change or development involving a prospective change, in or affecting the general affairs, management,
financial position, or results of operations of the Company or its respective subsidiaries, the effect of which, in any such case, is,
in the judgment of the Representative after consultation with the Company, so material and adverse as to make it impracticable or inadvisable
to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus and this
Agreement;
(h)
On or after the date hereof up to the Time of Delivery, no downgrading shall have occurred in the rating accorded the Company’s
debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined
by the Commission in Section 3(a)(62) of the 1934 Act, and no such organization shall have publicly announced that it has under surveillance
or review, with possible negative implications, its rating of any debt securities or preferred stock of the Company;
(i)
On or after the date hereof up to the Time of Delivery, there shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange or trading in any securities of the Company or HSBC Holdings plc on any exchange shall have been
suspended or the settlement of such trading generally shall have been materially disrupted, (ii) a banking moratorium shall have been
declared by Federal or New York authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an
escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United
States or there shall have occurred any other substantial, national or international calamity or crisis, the effect of which on the financial
markets in the United States shall be such, as to make it, in the judgment of the Representative, impractical to proceed with the offering
or delivery of the Securities on the terms and in the manner contemplated in the Prospectus and this Agreement, or (iv) a material disruption
has occurred in commercial banking or securities settlement or clearance activities in the United States, the effect of which on the financial
markets in the United States shall be such, as to make it, in the judgment of the Representative, impractical to proceed with the offering
or delivery of the Securities on the terms and in the manner contemplated in the Prospectus and this Agreement;
(j)
The Company shall have furnished or caused to be furnished to the Representative at such Time of Delivery certificates of officers
of the Company satisfactory to the Representative as to the accuracy of the representations and warranties of the Company herein at and
as of the Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the
Time of Delivery, as to the matters set forth in subsections (a) and (g) of this Section and as to such matters as the Representative
may reasonably request; and
(k)
The Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the 1933 Act (in
the case of a Free Writing Prospectus, to the extent required by Rule 433 under the 1933 Act).
8. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint
or several, to which such Underwriter may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus,
the Prospectus as amended or supplemented, any Issuer Free Writing Prospectus, any “issuer information” filed or required
to be filed pursuant to Rule 433(d) under the 1933 Act, or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not
be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Base Prospectus, any Preliminary Prospectus,
the Pricing Prospectus, the Prospectus, the Prospectus as amended or supplemented or any Issuer Free Writing Prospectus, or any such amendment
or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by an Underwriter through
the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter
consists of the information described as such in subsection (b) below.
(b)
Each Underwriter will severally and not jointly indemnify and hold harmless the Company against any losses, claims, damages or
liabilities to which the Company may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, the Prospectus
as amended or supplemented or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus,
the Prospectus, the Prospectus as amended or supplemented or any Issuer Free Writing Prospectus, or any such amendment or supplement,
in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly
for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the following
information furnished on behalf of each Underwriter: the Underwriter’s name on the cover page of the Preliminary Prospectus and
the Prospectus, and the Underwriter’s name in the table in the first paragraph, the information set forth in the fourth paragraph,
the information set forth in the fifth paragraph, the third sentence of the eighth paragraph, the information set forth in the ninth paragraph,
the first sentence of the fourteenth paragraph, and the information set forth in the fifteenth paragraph under the caption “Underwriting
(Conflicts of Interest)” of the Preliminary Prospectus and the Prospectus; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are
incurred.
(c)
Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party under this Section 8 except to the extent it results in the forfeiture by the
indemnifying party of substantial rights and defenses; provided, however, that the failure to notify the indemnifying party shall not
relieve it from liability that it may have to an indemnified party otherwise than under this Section 8. In case any such action shall
be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying party shall (i) without the prior written consent of the
indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise
or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding,
or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably
withheld).
(d)
If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or action in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand, and the Underwriters on the other, from the offering of the Securities. If, however, the allocation provided
by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the
relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering of the Securities purchased under this Agreement (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Securities purchased
under this Agreement, in each case as set forth in the table on the cover page of the Prospectus as amended or supplemented relating to
the Securities. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the
one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions
pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection
(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten
by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion
to their respective underwriting obligations and not joint.
(e)
The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have
and shall extend, upon the same terms and conditions, to each employee, officer and director of the Underwriters and each person, if any,
who controls any Underwriter within the meaning of the 1933 Act; and the obligations of the Underwriters under this Section 8 shall be
in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions,
to each employee, officer and director of the Company and to each person, if any, who controls the Company within the meaning of the 1933
Act.
9. (a) If any Underwriter shall default in its obligation to purchase the Securities that it has agreed to purchase hereunder,
the Representative may in its discretion arrange for itself or another party or other parties to purchase such Securities on the terms
contained herein. If within thirty-six hours after such default by any Underwriter the Representative does not arrange for the purchase
of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or
other parties satisfactory to the Representative to purchase such Securities on such terms. In the event that, within the respective prescribed
periods, the Representative notifies the Company that the Representative has so arranged for the purchase of such Securities, or the Company
notifies the Representative that is has so arranged for the purchase of such Securities, the Representative or the Company shall have
the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements,
and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus as amended or supplemented that
in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall
include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with
respect to such Securities.
(b)
If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the
Representative and the Company as provided in subsection (a) above, the aggregate amount of such Securities that remains unpurchased does
not exceed one-eleventh of the aggregate amount of all the Securities to be purchased, then the Company shall have the right to require
each non-defaulting Underwriter to purchase the amount of Securities that such Underwriter agreed to purchase hereunder and, in addition,
to require each non-defaulting Underwriter to purchase its pro rata share (based on the amount of Securities that such Underwriter agreed
to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made;
but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c)
If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the
Representative and the Company as provided in subsection (a) above, the aggregate amount of Securities that remains unpurchased exceeds
one-eleventh of the aggregate amount of all the Securities to be purchased, or if the Company shall not exercise the right described in
subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this
Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses
to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section
8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling
person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery
of and payment for the Securities.
11. If this Agreement shall be terminated pursuant to Section 9 hereof or if the Securities to be delivered at the Time of Delivery
are not purchased by the Underwriters because a condition precedent specified in Section 7(i) is not satisfied, the Company shall not
then be under liability to any Underwriter except as provided in Section 6 and Section 8 hereof; but, if for any other reason, any Securities
are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters for all out-of-pocket
expenses approved in writing by the Representative, including fees and disbursements of counsel reasonably incurred by the Underwriters
in making preparations for the purchase, sale and delivery of the Securities not so delivered, but the Company shall then be under no
further liability to any Underwriter in respect of the Securities not so delivered except as provided in Section 6 and Section 8 hereof.
12. In all dealings hereunder, the Representative shall act on behalf of each of the Underwriters, and the parties hereto shall be
entitled to act and rely upon any statement, request, notice or agreement made or given by the Representative on behalf of the Underwriters.
All statements, requests, notices and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the Representative
in care of HSBC Securities (USA) Inc. at 452 Fifth Avenue, New York, NY 10018, Attention: Transaction Management Group (fax no.: (646)
366-3229); and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set
forth in the Registration Statement, Attention: Secretary; provided, however that any notice to an Underwriter pursuant to Section 8(c)
hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at the address supplied to the Company
by the Representative upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.
13. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided
in Sections 8 and 10 hereof, the employees, officers and directors of the Company and the Underwriters and each person who controls the
Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire
or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor
or assign by reason merely of such purchase.
14. The Company represents and agrees that, unless it obtains the prior consent of the Representative, and each Underwriter severally
represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not make
any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free
writing prospectus,” as defined in Rule 405 of the 1933 Act, required to be filed with the Commission. Any such free writing prospectus
consented to by the Company and the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The
Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing
prospectus,” as defined in Rule 433 of the 1933 Act, and has complied and will comply with the requirements of Rule 433 of the 1933
Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record
keeping. The Company consents to the use by any Underwriter of a free writing prospectus that (i) is not an “issuer free writing
prospectus” as defined in Rule 433 of the 1933 Act, and (ii)(A) contains only (1) information describing the preliminary terms of
the Securities or their offering or (2) information that describes the final terms of the Securities or their offering and that is included
in the Term Sheet contemplated in Section 5(b) or (B) consists of any Bloomberg or other electronic communication providing certain ratings
of the Securities or relating to marketing, administrative or procedural matters in connection with the offering of the Securities.
15. The Company acknowledges and agrees that: (a) the purchase and sale of the Securities pursuant to this Agreement, including the
determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial
transaction between the Company, on the one hand, and the Underwriters, on the other hand, and the Company is capable of evaluating and
understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection
with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as
a principal and is not the financial advisor or fiduciary of the Company, or its affiliates, stockholders, creditors or employees; (c)
no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions
contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no
Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth
in this Agreement; (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests
that differ from those of the Company and that the Underwriters have no obligation to disclose any of such interests by virtue of any
advisory or fiduciary relationship; and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect
to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent
it deemed appropriate.
16. Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities,
severally represents and agrees to the selling restrictions set forth in Schedule IV hereto.
17. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the
Commission’s office in Washington, D.C. is open for business.
18. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity
(as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter
of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws
of the United States or a state of the United States.
(b) In the event that any
Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter
are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 18:
“BHC Act Affiliate” has the meaning assigned
to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that
term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means each of
(i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act and the regulations promulgated thereunder.
19. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Each of the Company and the Underwriters hereby
submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit
or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Underwriters
irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and
irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such
court has been brought in an inconvenient forum.
20.
Compliance with USA PATRIOT Act. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their
respective clients, including the Company, which information may include the name and address of their respective clients, as well as
other information that will allow the Underwriters to properly identify their respective clients.
21.
This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed
to be an original, but all such counterparts shall together constitute one and the same instrument. Signature
pages may be electronically executed and delivered, including by facsimile, any electronic method complying with the federal ESIGN Act
or the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309) (e.g., DocuSign) or by wet ink signature
captured on a pdf email attachment, and any signature pages so executed and delivered shall be valid and binding for all purposes. The
foregoing provision supersedes any other consent signed by the parties related to the electronic signature and delivery of this Agreement.
22. Contractual Acknowledgement with Respect to the Exercise of Bail-In Powers. Notwithstanding and to the exclusion of any
other term of this Agreement or any other agreements, arrangements or understandings between the Company and the Underwriters, the Company
acknowledges and accepts that a BRRD Liability (as defined below) arising under this Agreement may be subject to the exercise of Bail-in
Powers (as defined below) by the Relevant Resolution Authority (as defined below), and acknowledges, accepts and agrees to be bound by:
(a)
the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the Underwriters
(the “Relevant BRRD Party”) to the Company under this Agreement, that (without limitation) may include and result in any of
the following, or some combination thereof:
(i)
the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii)
the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Relevant BRRD
Party or another person, and the issue to or conferral on the Company of such shares, securities or obligations;
(iii)
the cancellation of the BRRD Liability;
(iv)
the amendment or alteration of any interest, if applicable, thereon, or the dates on which any payments are due, including by suspending
payment for a temporary period; and
(b) the
variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of
Bail-in Powers by the Relevant Resolution Authority.
As used in this section:
“Bail-in Legislation” means in relation
to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing
law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;
“Bail-in Powers” means any Write-down
and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation;
“BRRD” means Directive 2014/59/EU establishing
a framework for the recovery and resolution of credit institutions and investment firms;
“BRRD Liability” means a liability in
respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised;
“EU Bail-in Legislation Schedule” means
the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time
at http://www.lma.eu.com; and
“Relevant Resolution Authority” means
the resolution authority with the ability to exercise any Bail-in Powers in relation to the Relevant BRRD Party.
If the foregoing is in accordance with your understanding, please sign
and return to us three counterparts hereof, and upon acceptance hereof by you, this letter and such acceptance hereof shall constitute
a binding agreement between each of the Underwriters and the Company.
| |
Very truly yours, |
| |
|
| |
HSBC USA Inc. |
| |
|
| |
By: |
/s/ Eddy Okhuijsen |
| |
|
Name: |
Eddy Okhuijsen |
| |
|
Title: |
Executive Vice President and Regional Treasurer, Americas |
[Signature Page to Underwriting
Agreement]
| Accepted as of the date hereof: |
|
| |
|
| HSBC Securities (USA) Inc. |
|
| |
|
On behalf of itself and the several
Underwriters named in Schedule I hereto |
|
| |
|
| By: |
/s/ Patrice Altongy |
|
| Name: |
Patrice Altongy |
|
| Title: |
Managing Director |
|
[Signature Page to Underwriting
Agreement]
SCHEDULE I
| | |
PRINCIPAL
AMOUNT OF
SECURITIES TO
BE PURCHASED | |
| UNDERWRITER | |
3.750% SENIOR NOTES DUE 2024 | |
| HSBC Securities (USA) Inc. | |
$ | 795,000,000 | |
| BofA Securities, Inc. | |
$ | 22,500,000 | |
| Citigroup Global Markets Inc. | |
$ | 22,500,000 | |
| BNY Mellon Capital Markets, LLC | |
$ | 7,500,000 | |
| CaixaBank, S.A. | |
$ | 7,500,000 | |
| CIBC World Markets Corp. | |
$ | 7,500,000 | |
| Credit Agricole Securities (USA) Inc. | |
$ | 7,500,000 | |
| Erste Group Bank AG | |
$ | 7,500,000 | |
| ING Financial Markets LLC | |
$ | 7,500,000 | |
| Intesa Sanpaolo S.p.A. | |
$ | 7,500,000 | |
| Mizuho Securities USA LLC | |
$ | 7,500,000 | |
| Natixis Securities Americas LLC | |
$ | 7,500,000 | |
| Nordea Bank Abp | |
$ | 7,500,000 | |
| Rabo Securities USA, Inc. | |
$ | 7,500,000 | |
| RBC Capital Markets, LLC | |
$ | 7,500,000 | |
| Santander Investment Securities Inc. | |
$ | 7,500,000 | |
| Scotia Capital (USA) Inc. | |
$ | 7,500,000 | |
| SMBC Nikko Securities America, Inc. | |
$ | 7,500,000 | |
| UniCredit Capital Markets LLC | |
$ | 7,500,000 | |
| Academy Securities, Inc. | |
$ | 3,334,000 | |
| AmeriVet Securities, Inc. | |
$ | 3,334,000 | |
| Bancroft Capital, LLC | |
$ | 3,334,000 | |
| Blaylock Van, LLC | |
$ | 3,334,000 | |
| Cabrera Capital Markets LLC | |
$ | 3,333,000 | |
| CastleOak Securities, L.P. | |
$ | 3,333,000 | |
| C.L. King & Associates, Inc. | |
$ | 3,333,000 | |
| Great Pacific Securities | |
$ | 3,333,000 | |
| MFR Securities, Inc. | |
$ | 3,333,000 | |
| R. Seelaus & Co., LLC | |
$ | 3,333,000 | |
| Samuel A. Ramirez & Company, Inc. | |
$ | 3,333,000 | |
| Siebert Williams Shank & Co., LLC | |
$ | 3,333,000 | |
| Total | |
$ | 1,000,000,000 | |
SCHEDULE II
DEBT SECURITIES
Title
of Debt Securities:
3.750% Senior Notes due 2024 (the “Securities”)
Aggregate
principal amount:
$1,000,000,000
Price
to Public:
99.996% of the principal amount of the Securities,
plus accrued interest, if any, from May 24, 2022
Purchase
Price by Underwriters:
99.846% of the principal amount of the Securities,
plus accrued interest, if any, from May 24, 2022
Indenture:
Indenture, dated as of March 31, 2009, between the Company and Computershare
Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”) with respect to the
Securities.
First Supplemental Indenture, dated as of March 22, 2012, to the Indenture
dated as of March 31, 2009 between the Company and the Trustee with respect to the Securities.
Maturity:
The Securities will mature on May 24, 2024.
Interest
Rate:
3.750%
Interest
Payment Dates:
Semi-annually in arrears on May 24 and November 24
of each year, commencing on November 24, 2022
Regular
Record Dates:
The fifteenth calendar day preceding an Interest
Payment Date (whether or not a business day)
Sinking
Fund Provisions:
No sinking fund provisions
MISCELLANEOUS
Time
of Delivery:
10:00 A.M., New York City Time, on May 24, 2022
Closing
Location:
Delivery of the Securities will be made through the book-entry facilities
of The Depository Trust Company.
Type
of Funds:
Same Day Funds
SCHEDULE III
Pricing Term Sheet
Dated May 17, 2022
HSBC USA Inc.
$1,000,000,000 3.750% Senior Notes due
2024
| Issuer: |
HSBC USA Inc. |
| |
|
| Sole Bookrunner: |
HSBC Securities (USA) Inc. |
| |
|
| Trade Date: |
May 17, 2022 |
| |
|
| Settlement Date:* |
May 24, 2022 (T+5) |
$1,000,000,000 3.750% Senior Notes due 2024:
| Title of Securities: |
Senior Notes due 2024 (the “Notes”) |
|
| |
|
|
| Expected Security Ratings:** |
A1 /A- / A+ (Moody’s / S&P / Fitch) |
|
| |
|
|
| Principal Amount: |
$1,000,000,000 |
|
| |
|
|
| Maturity Date: |
May 24, 2024 |
|
| |
|
|
| Price to the Public: |
99.996% of the principal amount, plus accrued interest, if any, from May 24, 2022 to date of delivery |
|
| |
|
|
| Underwriting Discount: |
0.150% |
|
| |
|
|
| Net proceeds to Issuer (before expenses): |
$998,460,000 |
|
| |
|
|
| Coupon (Interest Rate): |
3.750% |
|
| |
|
|
| Benchmark Treasury: |
UST 2.500% due April 30, 2024 |
|
| |
|
|
| Benchmark Treasury Price: |
99-19 ¾ |
|
| |
|
|
| Benchmark Treasury Yield: |
2.702% |
|
| |
|
|
| Spread to Benchmark Treasury: |
+105 basis points |
|
| |
|
|
| Re-offer Yield: |
3.752% |
|
| |
|
|
| Interest Payment Dates: |
Semi-annually in arrears on May 24 and November 24 of each year, commencing on November 24, 2022 to, and including, the Maturity Date |
|
| |
|
|
| Day Count / Business Day Convention: |
30/360; Following, unadjusted |
|
| Minimum Denominations: |
$200,000 and integral multiples of $1,000 in excess thereof |
|
| |
|
|
| CUSIP / ISIN: |
40428HTA0 / US40428HTA04 |
|
| |
|
|
| Top Co-Managers: |
BofA Securities, Inc.
Citigroup Global Markets Inc. |
|
| |
|
|
| Co-Managers: |
BNY Mellon Capital Markets, LLC
CaixaBank, S.A.
CIBC World Markets Corp.
Credit Agricole Securities (USA) Inc.
Erste Group Bank AG
ING Financial Markets LLC
Intesa Sanpaolo S.p.A.
Mizuho Securities USA LLC
Natixis Securities Americas LLC
Nordea Bank Abp
Rabo Securities USA, Inc.
RBC Capital Markets, LLC
Santander Investment Securities Inc.
Scotia Capital (USA) Inc.
SMBC Nikko Securities America, Inc.
UniCredit Capital Markets LLC
Academy Securities, Inc.
AmeriVet Securities, Inc.
Bancroft Capital, LLC
Blaylock Van, LLC
Cabrera Capital Markets LLC
CastleOak Securities, L.P.
C.L. King & Associates, Inc.
Great Pacific Securities
MFR Securities, Inc.
R. Seelaus & Co., LLC |
|
| | Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC |
|
*
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required
to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade
their Notes on any date prior to two business days before delivery will be required, by virtue of the fact that the Notes initially will
settle in five business days (T+5), to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.
Purchasers of the Notes who wish to trade the Notes prior to the second business day before the delivery of the Notes should consult their
own advisor.
**A securities rating is not a recommendation
to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
*****
Changes to Preliminary Prospectus
| 1. | The Issuer is not offering any of the Floating Rate Notes. |
| 2. | Additional conforming changes are made throughout the Preliminary Prospectus to reflect the change described above. |
*****
The
Issuer has filed a registration statement (File No. 333-253385) (including a base prospectus dated February 23, 2021) and a preliminary
prospectus supplement dated May 17, 2022 (together, the “Prospectus”) with the Securities and Exchange Commission
(the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Prospectus and the
documents incorporated by reference therein that the Issuer has filed with the SEC for more complete information about the Issuer and
this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer
or any underwriter participating in the offering will arrange to send you the Prospectus if you request it by calling HSBC Securities
(USA) Inc. toll-free at 1-866-811-8049.
No key information document (“KID”)
required by Regulation (EU) No. 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Notes
or otherwise making them available to retail investors in the European Economic Area (“EEA”) has been prepared as the Notes
will not be made available to any retail investor in the EEA.
No KID required by Regulation (EU) No 1286/2014
as it forms part of domestic law of the United Kingdom (“UK”) by virtue of the European Union (Withdrawal) Act 2018, as amended
(“EUWA”) (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to
retail investors in the UK has been prepared as the Notes will not be made available to any retail investor in the UK.
Any disclaimers or other notices that may
appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically
generated as a result of this communication being sent via Bloomberg or another email system.
SCHEDULE IV
SELLING RESTRICTIONS
Each of the Underwriters severally represents and agrees that it has
not offered, sold or delivered and will not offer, sell or deliver any of the Securities directly or indirectly, or distribute the prospectus
supplement or the prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances
that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the Company
except as set forth in this Agreement.
European Economic Area
Each Underwriter represents and agrees that it has not offered, sold
or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the European
Economic Area (the “EEA”). For these purposes, (A) the expression “retail investor” means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID
II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not
a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) and (B) the
expression “offer" includes the communication in any form and by any means of sufficient information on the terms of the offer
and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering
or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Any offer of Securities in any member state of the EEA will be made
pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Securities.
United Kingdom
Each Underwriter represents and agrees that it has not offered, sold
or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the United Kingdom
(the “UK”). For these purposes, (A) the expression “retail investor” means a person who is one (or more)
of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2000 (as amended, “FSMA”) and any rules or regulations made under the FSMA
to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus
Regulation”) and (B) the expression “offer" includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe
for the Securities. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law
by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Securities or otherwise making them
available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Any offer of Securities in the UK will be made pursuant to an exemption
under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of Securities.
The Prospectus and any other material in relation to the Securities
will only be distributed to, and is directed only at, persons in the United Kingdom who are “qualified investors” (as defined
in the UK Prospectus Regulation who are also (i) investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (ii) high net worth entities
or other persons falling within Articles 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful
to distribute it, all such persons together being referred to as “Relevant Persons”. The Securities are only available
to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, Relevant
Persons. The Notes are not being offered to the public in the United Kingdom.
In addition, each Underwriter, severally and not jointly, has represents
and agrees, and each further underwriter will be required to represent and agree, that:
(a) it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning
of Section 21 of FSMA) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1)
of FSMA does not apply to the issuer; and
(b) it has complied and will comply with all applicable provisions
of FSMA with respect to anything done by it in relation to any Securities in, from or otherwise involving the United Kingdom.
Hong Kong
The Securities may not be offered or sold by means of any document
other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32,
Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571,
Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus”
within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the
Securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere),
which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do
so under the laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside
Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of
Hong Kong) and any rules made thereunder.
Japan
The Securities have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (as amended, the “FIEL”). The Securities may not be offered or sold, directly
or indirectly, in Japan or to, or for the benefit of any resident of Japan or Japanese corporation, except in accordance with the provisions
of, or pursuant to an exemption in accordance with the provisions of, or pursuant to an exemption available under, the applicable laws
and regulations of Japan including the FIEL. For the purpose hereof, “resident of Japan” means an individual whose address
is in Japan, and “Japanese corporation” means a legal entity organized under the laws of Japan.
Singapore
The Prospectus or any other offering material relating to our Securities
has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus and any
other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not
be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the
Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant
to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant
to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the Securities are subscribed or purchased under Section 275
by a relevant person which is: a corporation (which is not an accredited investor) the sole business of which is to hold investments and
the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where
the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares,
debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall
not be transferred within six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to
an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and
in accordance with the conditions specified in Section 275 of the SFA; (2) where no consideration is or will be given for the
transfer; (3) by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation
37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
Solely for the purposes of its obligations pursuant to sections 309B(1)(a)
and 309B(1)(c) of the SFA, the Company has determined that the Securities are “prescribed capital markets products” (as defined
in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products)
Korea
The Securities have not been and will not be registered under the Financial
Investment Services and Capital Markets Act. Each Underwriter, severally and not jointly, represents and agrees, that it has not offered,
sold or delivered, directly or indirectly, in Korea or to any Korean resident (as such term is defined in the Foreign Exchange Transaction
Law) for a period of one (1) year from the date of issuance of the Securities, except (i) to or for the account or benefit of
a Korean resident which falls within certain categories of "professional investors" as specified in the Financial Investment
Services and Capital Markets Act, its Enforcement Decree and the Regulation on Securities Issuance and Disclosure, in the case that the
Securities are issued as bonds other than convertible bonds, bonds with warrants or exchangeable bonds, and where other relevant requirements
are further satisfied, or (ii) as otherwise permitted under applicable Korean laws and regulations.
Canada
The Securities may be sold only to purchasers purchasing, or deemed
to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions
or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Securities must be made in accordance with an exemption
from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada
may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains
a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed
by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions
of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting
Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this offering.
Mexico
The Securities have not and will not be registered
with the National Registry of Securities maintained by the Mexican National Banking and Securities Commission and may not be offered or
sold publicly in Mexico, but only on a private placement basis pursuant to Article 8 of the Mexican Securities Market Law.
Exhibit A
Form of Executive Vice
President and General Counsel, Regulatory, Disclosure and Employment Law Opinion
Exhibit B
Form of Mayer Brown LLP Corporate
Opinion
Form of Mayer Brown LLP Negative Assurance Letter
Exhibit C
Form of DLA Piper LLP (US)
Opinion
