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 5, 2015

Commission file number 1-7436

HSBC USA INC.

(Exact name of registrant as specified in its charter)

Maryland	13-2764867
(State of incorporation)	(IRS Employer Identification Number)
452 Fifth Avenue, New York, New York	10018
(Address of principal executive offices)	(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))

Item 9.01. Financial Statements and Exhibits.

Exhibits are filed herewith in connection with the issuance of $1,250,000,000 1.700% Senior Notes due March 5, 2018, $1,750,000,000 2.350% Senior Notes due March 5, 2020 and $300,000,000 Floating Rate Senior Notes due March 3, 2017 by HSBC USA Inc. (the “Company”) on March 5, 2015, pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-180289) (the “Registration Statement”).

(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
5.1	Opinion and consent of Cleary Gottlieb Steen & Hamilton LLP
5.2	Opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP
8	Opinion and consent of Cleary Gottlieb Steen & Hamilton LLP as to certain tax matters
23.1	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibits 5.1 and 8)
23.2	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.2)

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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/ Gregory Pierce
Name:	Gregory Pierce
Title:	Executive Vice President, Head of Balance Sheet Management, Americas and Treasurer

Dated: March 5, 2015

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Exhibit Index

Exhibit No.	Description
5.1	Opinion and consent of Cleary Gottlieb Steen & Hamilton LLP
5.2	Opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP
8	Opinion and consent of Cleary Gottlieb Steen & Hamilton LLP as to certain tax matters
23.1	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibits 5.1 and 8)
23.2	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.2)

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EX-5.1

Exhibit 5.1

March 5, 2015

HSBC USA Inc.

424 Fifth Avenue

New York, New York 10018

Ladies and Gentlemen:

We have acted as special counsel to HSBC USA Inc., a Maryland corporation (the “Company”), in connection with the Company’s offering of $1,250,000,000 aggregate principal amount of the Company’s 1.700% Senior Notes due March 5, 2018 (the “2018 Fixed Rate Notes”), $1,750,000,000 aggregate principal amount of the Company’s 2.350% Senior Notes due March 5, 2020 (the “2020 Fixed Rate Notes”) and $300,000,000 aggregate principal amount of the Company’s Floating Rate Senior Notes due March 3, 2017 (the “2017 Floating Rate Notes” and, together with the 2018 Fixed Rate Notes and the 2020 Fixed Rate Notes, the “Securities”) pursuant to a registration statement on Form S-3 (No. 333-180289). Such registration statement, as amended as of its most recent effective date (February 26, 2015), insofar as it relates to the Securities (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)), is herein called the “Registration Statement,” and the prospectus, dated March 22, 2012, as supplemented by the prospectus supplement thereto, dated February 26, 2015, is herein called the “Prospectus.” The Securities were issued under an indenture dated as of March 31, 2009 as supplemented by the First Supplemental Indenture dated as of March 22, 2012 (together, the “Indenture”), in each case between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

In arriving at the opinion expressed below, we have reviewed the following documents:

(a) the Registration Statement;

(b) the Prospectus;

HSBC USA, Inc., p. 2

(c) an executed copy of the Underwriting Agreement, dated February 26, 2015, between the Company and the several underwriters named in Schedule I thereto;

(d) an executed copy of the Indenture; and

(e) a copy of the Securities in global form as executed by the Company and authenticated by the Trustee.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Securities have been validly issued by the Company and are the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.

Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the federal law of the United States of America or the law of the State of New York), and (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

In giving the foregoing opinion, we have assumed the correctness, without independent investigation, as to matters relating to the law of the State of Maryland, of the opinion of Wilmer Cutler Pickering Hale and Dorr LLP, a copy of which is filed as Exhibit 5.2 to the Current Report on Form 8-K of HSBC USA Inc. dated March 5, 2015 (the “March 2015 8-K”), and our opinion is subject to all of the limitations and qualifications contained therein. Except insofar as we have assumed the correctness of matters relating to the law of the State of Maryland, our opinion is limited to the federal law of the United States of America and the law of the State of New York.

We hereby consent to the use of our name in the Prospectus under the heading “Legal Matters,” as counsel for the Company that has passed on the validity of the Securities and to the filing of this opinion as Exhibit 5.1 to the March 2015 8-K. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

HSBC USA, Inc., p. 3

The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:	/s/ Leslie N. Silverman
	Leslie N. Silverman, a Partner

EX-5.2

Exhibit 5.2

March 5, 2015 +1 202 663 6000 (t) +1 202 663 6363 (f) wilmerhale.com

HSBC USA Inc.

452 Fifth Avenue

New York, New York 10018

Re: HSBC USA Inc.

Ladies and Gentlemen:

We have acted as special Maryland counsel to HSBC USA Inc., a Maryland corporation (the “Company”), and are providing this opinion in connection with the offering of $1,250,000,000 principal amount of the Company’s 1.700% Senior Notes due 2018, $1,750,000,000 principal amount of the Company’s 2.350% Senior Notes due 2020, and $300,000,000 principal amount of the Company’s Floating Rate Senior Notes due 2017, (collectively, the “Notes”), pursuant to the Registration Statement on Form S-3 (No. 333-180289) (the “Registration Statement”) and the prospectus dated March 22, 2012, as supplemented by the prospectus supplement dated February 26, 2015 (together, the “Prospectus”). The Notes are to be issued pursuant to the Indenture, dated as of March 31, 2009, as supplemented by the First Supplemental Indenture dated as of March 22, 2012 (together, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as the trustee.

For purposes of our opinion, we have examined and relied upon the Company’s Articles of Incorporation and By-laws, each as amended to date; the proceedings of its Board of Directors; the Indenture; and such other Company documents, agreements and instruments and such questions of law as we have deemed necessary or appropriate for purposes of this opinion. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of the Company), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the original of such copies.

Based upon the foregoing, we are of the opinion that the Indenture has been duly authorized, executed and delivered by the Company and the Notes have been duly authorized and executed and, when the Notes have been duly authenticated and delivered by the Company against payment therefor, the Notes will have been validly issued by the Company.

The foregoing opinion is limited to the state laws of the State of Maryland as in effect on the date hereof, and we are expressing no opinion as to the effect of the laws of any other jurisdiction or as of any other date.

We consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K filed by the Company and its incorporation by reference into the Registration Statement and to

March 5, 2015

Page 2

the reference to our name in the Prospectus under the heading “Legal Opinions.” 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 Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
By:	/s/ Thomas W. White
	Thomas W. White, partner

EX-8

Exhibit 8

March 5, 2015

HSBC USA Inc.

452 Fifth Avenue

New York, New York 10018

Ladies and Gentlemen:

We have acted as tax counsel to you in connection with the issuance and sale of $1,250,000,000 aggregate principal amount of 1.700% Senior Notes due March 5, 2018 (the “2018 Fixed Rate Notes”), $1,750,000,000 aggregate principal amount of 2.350% Senior Notes due March 5, 2020 (the “2020 Fixed Rate Notes” and, together with the 2018 Fixed Rate Notes, the “Fixed Rate Notes”), and $300,000,000 aggregate principal amount of Floating Rate Senior Notes due March 3, 2017 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Notes”), as described in the prospectus supplement dated February 26, 2015 (the “Prospectus Supplement”) to the prospectus dated March 22, 2012 (the “Prospectus”), each as filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”), and included in the registration statement on Form S-3 (No. 333-180289).

We hereby confirm to you that the disclosure in the Prospectus set forth under the heading “U.S. Federal Income Tax Considerations Relating to Debt Securities,” as updated by the statements in the Prospectus Supplement under the heading “Certain Additional U.S. Federal Income Tax Considerations Relating to the Notes,” represents our opinion as to certain U.S. federal income tax consequences material to the purchase, ownership and disposition of the Notes, subject to the limitations set forth thereunder.

We hereby consent to the filing of this opinion letter as an exhibit to your Current Report on Form 8-K to be filed on the date hereof in connection with the issuance and sale of the Notes, and to the reference to us under the heading “Legal Opinions” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:	/s/ Yaron Z. Reich
	Yaron Z. Reich, a Partner

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