Subject to the terms and conditions set forth in the Offer Documents, HSBC Finance will pay each Holder that validly tenders its Notes on or prior to 5:00 p.m. New York City time on September 18, 2017 (as such time and date may be extended by HSBC Finance in its sole discretion, the "Early Tender Date") and does not validly withdraw its tender on or prior to the Withdrawal Date (as defined herein) an amount in cash in U.S. dollars equal to the Total Consideration and Accrued Interest (as defined herein). The "Total Consideration" for each U.S.$1,000 principal amount of Notes is equal to an amount that will reflect, as of the Price Determination Time (as defined in the Offer to Purchase), a yield to the maturity date of the Notes equal to the sum of (i) the bid-side yield on the Reference U.S. Treasury Security set forth in the table below, as reported on the Bloomberg Reference Page set forth in the table below (the "Reference Yield"); plus (ii) the Fixed Spread set forth in the table below, such price being rounded to the nearest U.S.$0.01 per U.S.$1,000 principal amount of Notes. The Total Consideration includes an early tender premium (the "Early Tender Premium") of U.S.$30 per U.S.$1,000 principal amount of Notes. Holders who validly tender their Notes after the Early Tender Date but on or prior to 11:59 p.m. New York City time on October 2, 2017 (as such time and date may be extended by HSBC Finance in its sole discretion, the "Expiration Date") and do not validly withdraw their tender will be eligible to receive the Purchase Price. The "Purchase Price" for each U.S.$1,000 principal amount of Notes is equal to the Total Consideration less the Early Tender Premium. In each case, Holders whose Notes are accepted for purchase shall receive accrued and unpaid interest from, and including, the last interest payment date to, but not including, the applicable Settlement Date (as defined in the Offer to Purchase), payable on the applicable Settlement Date ("Accrued Interest"). Notes tendered on or prior to 5:00 p.m., New York City time, on September 18, 2017 (as such time and date may extended by HSBC Finance in its sole discretion, the "Withdrawal Date") may be validly withdrawn at any time until the Withdrawal Date (by following the procedures set forth in the Offer to Purchase), but may not be validly withdrawn thereafter. Tenders of Notes will not be valid if submitted after the Expiration Date.
The following table summarizes the material pricing terms for the Offer:
|CUSIP and ISIN||Principal Amount||Title of||Early Tender||Spread||Treasury||Reference||Consideration|
|Registered Notes:CUSIP:40429CGD8ISIN:US40429CGD83||U.S.$2,938,669,000||6.676%SeniorSubordinated Notes dueJanuary 15,2021||U.S.$30||20||1.625%U.S.TreasuryNotes dueAugust31, 2022||PX1||$1,151.68|
|Rule 144A Notes:CUSIP:40429CGB2ISIN:US40429CGB28|
|Regulation S Notes:CUSIP:U4428DCD4ISIN:USU4428DCD40|
|(1) Per U.S.$1,000 principal amount of Notes accepted for purchase.|
|(2) The Total Consideration for Notes validly tendered on or prior to the Early Tender Date and accepted for purchase is calculated using the Fixed Spread and includes the Early Tender Premium.|
|(3) The Hypothetical Total Consideration is based on the Fixed Spread added to the Reference Yield as of 11:00 a.m., New York City time, on September 1, 2017. The information provided in the above table is for illustrative purposes only. HSBC Finance makes no representation with respect to the actual consideration that may be paid, and such amounts may be greater or less than those shown in the above table depending on the Reference Yield as of the Price Determination Time. The actual Total Consideration will be based on the Fixed Spread added to the Reference Yield as of the Price Determination Time. The hypothetical Total Consideration excludes Accrued Interest.|
HSBC Finance's obligation to accept for payment, and to pay the Total Consideration or the Purchase Price, as applicable, and Accrued Interest for, Notes validly tendered and not validly withdrawn pursuant to the Offer are subject to, and conditioned upon, the satisfaction of, or HSBC Finance's waiver of, the conditions described under the heading "Conditions to the Offer" in the Offer to Purchase.Global Bondholder Services Corporation is acting as the depositary and as the information agent for the Offer. HSBC Securities (USA) Inc. is acting as Dealer Manager for the Offer. Persons with questions about the Offer should contact HSBC Securities (USA) Inc. at +1 (888) HSBC-4LM (toll free) or +1 (212) 525-5552 (collect). Requests for documents should be directed to Global Bondholder Services Corporation at +1 (212) 430-3774 (banks and brokers) or +1 (866) 470-3800 (all others toll free) or by email at firstname.lastname@example.org. The Offer Documents will be available online at http://www.gbsc-usa.com/HSBC/ until the Expiration Date or earlier termination of the Offer. As a result of the Offer and the Repurchase, HSBC Finance expects to record a one-time charge reflecting a loss on early extinguishment of debt. Assuming that prior to September 30, 2017 the maximum aggregate principal amount of Notes allowed under the Tender Cap are tendered and the Repurchase is completed, the charge recorded during the third quarter of 2017 is estimated to be approximately $260,000,000. The actual charge and the timing of its recognition are dependent upon the final pricing, the aggregate principal amount of Notes tendered in the Offer and the timing of completion of the Offer. This press release is for information purposes only and is not an offer to purchase or a solicitation of acceptance of an offer to purchase any of the Notes. The Offer is being made pursuant to the Offer Documents, which HSBC Finance is distributing to Holders of Notes. The Offer is not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, "blue sky" or other laws of such jurisdiction.
Forward-looking statementsCertain statements in this press release are "forward-looking statements" within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results and other financial conditions may differ materially from those included in these statements due to a variety of factors including those contained in HSBC Finance's filings with the U.S. Securities and Exchange Commission, including without limitation the "Risk Factors" section of HSBC Finance's 2016 Annual Report on Form 10-K. Precautionary statements included in such filings should be read in conjunction with this press release. About HSBC Finance HSBC Finance Corporation, through its subsidiaries, owns and services a portfolio of residential real estate loans. HSBC Finance Corporation is a subsidiary of HSBC North America Holdings Inc.