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HSBC Finance Corporation (“HSBC Finance” or the “Company”) today announced the expiration and results of its offer to exchange (the “Exchange Offer”) any or all of its outstanding $2,938,669,000 aggregate principal amount of 6.676% Senior Subordinated Notes due 2021 (the “Old Notes ”) that were issued on December 3, 2010 and December 13, 2010 in private offerings for new 6.676% Senior Subordinated Notes due 2021 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”).
As indicated in the Company’s announcement on September 16, 2011, the Exchange Offer expired at 11:59 p.m., New York City time, on Friday, October 14, 2011. Global Bondholder Services Corporation, the exchange agent for the Exchange Offer, has advised that an aggregate principal amount of approximately $2,923,214,000 billion of the Old Notes were validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer. This represents approximately 99.47 percent of the aggregate principal amount of Old Notes outstanding upon commencement of the Exchange Offer. All of the Old Notes validly tendered and not validly withdrawn have been accepted for exchange pursuant to the terms of the Exchange Offer.
In connection with the issuance of the Old Notes, the Company entered into a registration rights agreement in which it undertook to offer to exchange the Old Notes for new notes registered under the Securities Act. Pursuant to an effective registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”), holders were able to exchange the Old Notes for New Notes in an equal principal amount. The terms of the New Notes are identical in all material respects to the Old Notes, except that the New Notes have been registered under the Securities Act, will not have any of the transfer restrictions, registration rights or additional interest provisions relating to the Old Notes and will bear a different CUSIP number than the Old Notes. The Company expects that settlement of the Exchange Offer will occur on or about October 17, 2011. The Company will not receive any proceeds from the Exchange Offer.