Form 8-K HSBC USA INC /MD/ For: May 27

_____________________________________________________________________________

 

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): May 27, 2015

 

__________________________________

HSBC USA INC.
(Exact name of registrant as specified in its charter)

 

Commission File Number 1-7436

 

Maryland		13-2764867
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)
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 8.01. Other Events.
___________________________________________________________________________.

On May 27, 2015, HSBC USA Inc. (the “Registrant”) announced the redemption of two series of its preferred securities and three series of its capital trust securities, in each case with a redemption date of June 26, 2015.

 

A copy of the Registrant’s press release announcing the redemptions is attached as exhibit 99.1 to this report and is incorporated herein by reference.

 

 

Item 9.01. Financial Statements and Exhibits.
___________________________________________________________________________

 

(d)	Exhibits.
	Exhibit No.	Description
	99.1	Press release dated May 27, 2015.

 

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.
		By:
		Name:	/s/ Jeanine L. McHugh
		Title:	Senior Vice President, Deputy General Counsel -- Corporate
Date: May 27, 2015

 

 

Index to Exhibits

 

Exhibit No.	Description of Exhibit
99.1	Press release dated May 27, 2015.

 

 

 

HSBC USA Inc. Announces Redemption of $850 Million Preferred and Trust Preferred Securities

 

New York – May 27, 2015 – HSBC USA Inc. (“HSBC USA”) is announcing the redemption, in whole, of the following preferred series:

• 6,000,000 depositary shares each representing a one-fourth interest in a share of Adjustable Rate Cumulative Preferred Stock, Series D (ticker symbol: HUSI-PR D); and
• 3,000,000 shares of $2.8575 Cumulative Preferred Stock (ticker symbol: HUSI-PR Z).

 

The preferred securities are listed on the New York Stock Exchange under the above ticker symbols. The redemption date for each series of preferred is June 26, 2015. The cash redemption price payable for each series of preferred on the redemption date will equal:

• For the 6,000,000 depositary shares, $25 liquidation preference per depositary share (which is equivalent to $100 liquidation preference per share of Adjustable Rate Cumulative Preferred Stock, Series D), plus an amount equal to the accrued and accumulated but unpaid dividends thereon to but excluding the redemption date; and
• For the 3,000,000 shares of $2.8575 Cumulative Preferred Stock, $50 liquidation preference per share, plus an amount equal to the dividends accrued and accumulated but unpaid to the redemption date.

 

HSBC USA is also announcing the redemption, in whole, of the following three series of its capital securities:

• $200,000,000 aggregate liquidation amount of 7.808% capital securities;
• $200,000,000 aggregate liquidation amount of 8.38% capital securities; and
• $150,000,000 aggregate liquidation amount of 7.75% capital trust pass-through securities.

 

The redemption date for each series of capital securities is June 26, 2015. The cash redemption price payable for each redeemed capital security on the redemption date will equal:

 

• For the 7.808% capital securities, 100.781% of the liquidation amount of $1,000 per capital security, plus an amount equal to the accrued and unpaid distributions thereon to the redemption date;
• For the 8.38% capital securities, 100.84% of the liquidation amount of $1,000 per capital security, plus an amount equal to the accrued and unpaid distributions thereon to the redemption date; and
• For the 7.75% capital trust pass-through securities, 100.732% of the liquidation amount of $1,000 per capital security, plus an amount equal to the accrued and unpaid distributions thereon to the redemption date.

 

The redemptions announced today were approved by the Federal Reserve Board as part of HSBC North America’s planned capital actions pursuant to the 2015 Comprehensive Capital Analysis and Review (CCAR), and reflect the strategy of HSBC North America Holding Inc. and HSBC USA of continuing to optimize their capital structures according to U.S. Basel III.

 

The redemption of the Series D depositary shares is a result of the concurrent redemption by HSBC USA of its Adjustable Rate Cumulative Preferred Stock, Series D. The redemption of the 7.808% capital securities is a result of the concurrent redemption by HSBC USA of its 7.808% Junior Subordinated Deferrable Interest Debentures due 2026. The redemption of the 8.38% capital securities is a result of the concurrent redemption by HSBC USA of its 8.38% Junior Subordinated Deferrable Interest Debentures due 2027. The redemption of the 7.75% capital securities is a result of the concurrent redemption by HSBC USA of its 7.75% Junior Subordinated Debt Securities due 2026.

 

In light of the redemption of the Series D depositary shares and the $2.8575 Cumulative Preferred Stock on June 26, 2015, including payment of accrued and unpaid dividends, the dividend payments scheduled for July 1, 2015 will not be made. Beginning on the redemption date, the redeemed securities will no longer be considered outstanding and distributions will no longer accrue on such securities.

 

HSBC Bank USA, N.A. is the depositary for the Series D depositary shares, the transfer agent for the $2.8575 Cumulative Preferred Stock, and the paying agent for the following securities:

• 7.808% capital securities; and
• 8.38% capital securities.

 

DB Services Americas, Inc. is the paying agent for the 7.75% capital trust pass-through securities.

 

Media inquiries:

Rob Sherman

+1 212-525-6905

[email protected]

  

 

 

Notes to editors:

HSBC USA Inc. and its subsidiaries including HSBC Bank USA, N.A. (collectively, HUSI) offer a full range of traditional banking products and services to individuals, including high net worth individuals, small businesses, corporations, institutions and governments. HSBC USA Inc. is a subsidiary of HSBC North America Holdings Inc.

 

Certain 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 capital and other financial condition may differ materially from those included in these statements due to a variety of factors, including without limitation the actual completion of the announced redemptions, the completion of the final analysis of the capital impact on HSBC USA Inc. as a result of the redemptions and the factors contained in HSBC USA Inc.'s filings with the U.S. Securities and Exchange Commission, including without limitation the "Risk Factors" section of HSBC USA Inc.'s 2014 Annual Report on Form 10-K. Precautionary statements included in such filings should be read in conjunction with this release.

 

Ends/all

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Commerzbank AG (CBK:GR) (CRZBY) PT Raised to EUR18 at HSBC
• Taiwan Semiconductor Manufacturing Co. Ltd. (2330:TT) (TSM) PT Raised to NT$1,025 at HSBC
• Chow Tai Fook Jewellery Group Ltd. (1929:HK) (CJEWF) PT Raised to HK$14.60 at HSBC