8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2018

Commission file number 001-07436

HSBC USA INC.

(Exact name of registrant as specified in its charter)

Maryland
(State of incorporation)

13-2764867
(IRS Employer Identification Number)

452 Fifth Avenue,
New York, New York
(Address of principal executive offices)

 
10018
(Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report)

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

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

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

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

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

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

Emerging growth company  ¨

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

Item 9.01. Financial Statements and Exhibits.

HSBC USA Inc. (the “Registrant”) has filed a Registration Statement on Form S-3 (File No. 333-223208) (the “Registration Statement”) under the Securities Act of 1933 registering, among other securities, its senior debt securities titled “Notes, Series 1” (the “Notes”) and its warrants titled “Warrants, Series 1” (the “Warrants”) that may each be offered from time to time. Legal opinions as to the legality of the Notes and Warrants, and as to certain federal tax matters, are being filed as Exhibits 5.4 and 8.2, respectively, to this Current Report.

(d) Exhibits

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

Exhibit No.	Description
5.4	Opinion of Mayer Brown LLP as to the legality of certain of the Registrant’s senior debt securities titled “Notes, Series 1” and warrants titled “Warrants, Series 1”.
8.2	Opinion of Mayer Brown LLP as to certain federal tax matters.
23.6	Consent of Mayer Brown LLP (included in Exhibit 5.4).
23.7	Consent of Mayer Brown LLP (included in Exhibit 8.2).

SIGNATURES

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

HSBC USA Inc. (Registrant)
By:	/s/ William L. Kuhn IV
	William L. Kuhn IV Executive Vice President and General Counsel, Regulatory, Disclosure and Employment Law
Dated:  March 1, 2018

Exhibit Index

Exhibit No.	Description
5.4	Opinion of Mayer Brown LLP as to the legality of certain of the Registrant’s senior debt securities titled “Notes, Series 1” and warrants titled “Warrants, Series 1”.
8.2	Opinion of Mayer Brown LLP as to certain federal tax matters.
23.6	Consent of Mayer Brown LLP (included in Exhibit 5.4).
23.7	Consent of Mayer Brown LLP (included in Exhibit 8.2).

EX-5.4

Exhibit 5.4

	Mayer Brown LLP 1221 Avenue of the Americas New York, New York 10020-1001 Main Tel +1 212 506 2500 Main Fax +1 212 262 1910 www.mayerbrown.com
March 1, 2018
HSBC USA Inc. 452 Fifth Avenue New York, New York 10018

Re: HSBC USA Inc. – Notes, Series 1, and Warrants, Series 1

Dear Ladies and Gentlemen:

We represent HSBC USA Inc., a Maryland corporation (the “Company”), in connection with certain senior debt securities (the “Notes”) and warrants (the “Warrants”), under a Registration Statement on Form S-3 (the “Registration Statement”) filed under the Securities Act of 1933 (the “Act”) on February 26, 2018 (File No. 333-223208). The Notes are to be issued under the Indenture, dated as of March 31, 2009, between the Company and Wells Fargo Bank, National Association (the “Note Trustee”), as supplemented by the First Supplemental Indenture, dated as of March 22, 2012, and the Second Supplemental Indenture, dated as of March 5, 2015 (as so supplemented, the “Senior Indenture”). The Warrants are to be issued pursuant to the Warrant Indenture, dated as of May 16, 2016 (the “Warrant Indenture”) between the Company and Wells Fargo Bank, National Association (the “Warrant Trustee”).

In connection with our representation, we have examined the corporate records of the Company, including its articles of incorporation and bylaws and other corporate records and documents and have made such other examinations as we consider necessary to render this opinion. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

The opinions hereinafter expressed are subject to the following qualifications and exceptions:

(i) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination;

(ii) limitations imposed by general principles of equity upon the availability of equitable remedies or the enforcement of provisions of any Notes or Warrants, and the effect of judicial decisions which have held that certain provisions are unenforceable where their enforcement would violate the implied covenant of good faith and fair dealing, or would be commercially unreasonable, or where their breach is not material;

Mayer Brown LLP operates in combination with other Mayer Brown entities (the "Mayer Brown Practices"), which have offices in North America,
Europe and Asia and are associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Mayer Brown llp

HSBC USA Inc.

March 1, 2018

Page 2

(iii) our opinion is based upon current statutes, rules, regulations, cases and official interpretive opinions, and it covers certain items that are not directly or definitively addressed by such authorities; and

(iv) we express no opinion as to matters governed by laws of any jurisdiction other than the laws of the State of New York, the Maryland General Corporation Law (including the statutory provisions, all applicable provisions of the Maryland Constitution and the reported judicial decisions interpreting the foregoing) and the federal laws of the United States of America, as in effect on the date hereof.

Based upon the foregoing, it is our opinion that:

1. When the terms of the Notes to be issued under the Senior Indenture and their issuance and sale have been duly established in conformity with the Senior Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and when the Notes have been duly executed, delivered and authenticated in accordance with the Senior Indenture and issued and paid for as contemplated by the Registration Statement, and if all the foregoing actions have been duly authorized by the Company, the Notes will be valid, binding and enforceable obligations of the Company, entitled to the benefits of the Senior Indenture; and

2. When the terms of the Warrants to be issued under the Warrant Indenture and their issuance and sale have been duly established in conformity with the Warrant Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and when the Warrants have been duly executed, delivered and authenticated in accordance with the Warrant Indenture and issued and paid for as contemplated by the Registration Statement, and if all the foregoing actions have been duly authorized by the Company, the Warrants will be valid, binding and enforceable obligations of the Company, entitled to the benefits of the Warrant Indenture.

We note that, as of the date of this opinion, a judgment for money in an action based on a Note or a Warrant denominated in a foreign currency or currency unit in a Federal or state court in the United States ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Note or Warrant is denominated into U.S. dollars will depend on various factors, including which court renders the judgment. A state court in the State of New York rendering a judgment on such Note or Warrant would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Note or Warrant is denominated, and such judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment.

Mayer Brown llp

HSBC USA Inc.

March 1, 2018

Page 3

We are admitted to practice in the State of New York and our opinions expressed herein are limited solely to the laws of the State of New York, Maryland General Corporation Law (including the statutory provisions, all applicable provisions of the Maryland Constitution and the reported judicial decisions interpreting the foregoing) and the Federal laws of the United States of America, as in effect on the date hereof, and we express no opinion herein concerning the laws of any other jurisdiction.

The opinions and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.

We hereby consent to the filing of this opinion as Exhibit 5.4 to a Current Report on Form 8-K and its incorporation by reference into the Registration Statement. If a pricing or similar supplement to the prospectus contained in the Registration Statement relating to the offer and sale of the Notes is prepared and filed by the Company with the Securities and Exchange Commission (the “SEC”) on a future date and the supplement contains a reference to this firm and our opinion substantially in the form set forth below, we consent to including that opinion as part of the Registration Statement and to all references to this firm in such supplement:

In the opinion of Mayer Brown LLP, as counsel to the Issuer, when the pricing supplement has been attached to, and duly notated on, the master note that represents the securities pursuant to the Senior Indenture referred to in the prospectus supplement, and issued and paid for as contemplated herein, such securities will be valid, binding and enforceable obligations of the Company, entitled to the benefits of the Senior Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of New York, the Maryland General Corporation Law (including the statutory provisions, all applicable provisions of the Maryland Constitution and the reported judicial decisions interpreting the foregoing) and the federal laws of the United States of America. This opinion is subject to customary assumptions about the Note Trustee’s authorization, execution and delivery of the Senior Indenture and the genuineness of signatures and to such counsel’s reliance on the Company and other sources as to certain factual matters, all as stated in the legal opinion dated March 1, 2018, which has been filed as Exhibit 5.4 to the Company’s Current Report on Form 8-K on March 1, 2018. [This opinion is also subject to the discussion, as stated in the legal opinion dated March 1, 2018, of the enforcement of notes denominated in a foreign currency or currency unit.]

Mayer Brown llp

HSBC USA Inc.

March 1, 2018

Page 4

If a pricing or similar supplement to the prospectus contained in the Registration Statement relating to the offer and sale of the Warrants is prepared and filed by the Company with the SEC on a future date and the supplement contains a reference to this firm and our opinion substantially in the form set forth below, we consent to including that opinion as part of the Registration Statement and to all references to this firm in such supplement:

In the opinion of Mayer Brown LLP, as counsel to the Issuer, when the warrants offered by this pricing supplement have been executed and delivered by the Company and authenticated by the trustee pursuant to the Warrant Indenture referred to in the prospectus supplement, and issued and paid for as contemplated herein, such warrants will be valid, binding and enforceable obligations of the Company, entitled to the benefits of the Warrant Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of New York, the Maryland General Corporation Law (including the statutory provisions, all applicable provisions of the Maryland Constitution and the reported judicial decisions interpreting the foregoing) and the federal laws of the United States of America. This opinion is subject to customary assumptions about the Warrant Trustee’s authorization, execution and delivery of the Warrant Indenture and the genuineness of signatures and to such counsel’s reliance on the Company and other sources as to certain factual matters, all as stated in the legal opinion dated March 1, 2018, which has been filed as Exhibit 5.4 to the Company’s Current Report on Form 8-K on March 1, 2018. [This opinion is also subject to the discussion, as stated in the legal opinion dated March 1, 2018, of the enforcement of warrants denominated in a foreign currency or currency unit.]

In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Mayer Brown LLP

EX-8.2

Exhibit 8.2

	Mayer Brown LLP 1221 Avenue of the Americas New York, New York 10020-1001 Main Tel +1 212 506 2500 Main Fax +1 212 262 1910 www.mayerbrown.com
March 1, 2018
HSBC USA Inc. 452 Fifth Avenue New York, New York 10018

Re: HSBC USA Inc. – Notes, Series 1, and Warrants, Series 1

Ladies and Gentlemen:

We are rendering this opinion as special United States federal income tax counsel to HSBC USA Inc. (the “Company”), a Maryland corporation, in connection with the filing of the Company’s shelf registration statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). The Registration Statement registers an unspecified aggregate principal amount of the Company’s senior and subordinated unsecured debt securities and an unspecified aggregate principal amount of the Company’s warrants issued under the warrant indenture dated as of May 16, 2016, each of which may be issued by the Company from time to time.

We have reviewed the discussion set forth under the heading “U.S. Federal Income Tax Considerations” in the prospectus supplement for Notes, Series 1 (the “Notes”) dated February 26, 2018 (the “Notes Prospectus Supplement”), to the prospectus of the same date (the “Prospectus”). Based upon current law, we confirm that the statements of United States federal income tax law set forth under the heading “U.S. Federal Income Tax Considerations” in the Notes Prospectus Supplement, subject to the limitations and qualifications contained therein, are a fair and accurate summary of the matters stated therein. It is possible that contrary positions may be taken by the Internal Revenue Service and that a court may agree with such contrary positions.

In addition, we have reviewed the discussion set forth under the heading “U.S. Federal Income Tax Considerations” in the prospectus supplement for Warrants, Series 1 (the “Warrants”) dated February 26, 2018 (the “Warrants Prospectus Supplement”), to the Prospectus. Based upon current law, we confirm that the statements of United States federal income tax law set forth under the heading “U.S. Federal Income Tax Considerations” in the Warrants Prospectus Supplement, subject to the limitations and qualifications contained therein, are a fair and accurate summary of the matters stated therein. It is possible that contrary positions may be taken by the Internal Revenue Service and that a court may agree with such contrary positions.

Mayer Brown LLP operates in combination with other Mayer Brown entities (the "Mayer Brown Practices"), which have offices in North America,
Europe and Asia and are associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Mayer Brown llp

HSBC USA Inc.

March 1, 2018

Page 2

We hereby consent to the use of our name under the headings “U.S. Federal Income Tax Considerations” and “Legal Opinions” in the Notes Prospectus Supplement, the Warrants Prospectus Supplement and Prospectus filed with the Registration Statement, respectively. We further consent to your filing a copy of this opinion as Exhibit 8 to the Registration Statement. In giving such permission, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Commission thereunder. This opinion is expressed as of the date hereof and applies only to the disclosure under the headings “U.S. Federal Income Tax Considerations” set forth in each of the Notes Prospectus Supplement and the Warrants Prospectus Supplement filed as of the date hereof.

Very truly yours,

/s/ Mayer Brown LLP