**Summary**
HSBC Holdings PLC announced tender offers for four series of its outstanding subordinated notes, totaling $2.78 billion in principal amount. The offers, launched on September 2, 2025, aim to repurchase notes maturing in 2032, 2036, and 2038. The move follows HSBCs decision to no longer count these notes as tier 2 capital instruments under UK regulatory requirements. Previously, in 2022, HSBC attempted to exchange these notes for new securities with a contingent convertible (CoCo) feature but did not achieve full participation.
**Key Details**
1. **Notes Included**
7.625% Subordinated Notes due 2032 ($263.7 million)
7.350% Subordinated Notes due 2032 ($124.7 million)
6.500% Subordinated Notes due 2036 ($1.43 billion)
6.800% Subordinated Notes due 2038 ($961.3 million)
2. **Offer Terms**
Offers expire on September 82025unless extended.
Settlement is expected on September 11, 2025.
Consideration will be calculated based on a formula using reference yields and fixed spreads.
Accrued interest will be paid in addition to the consideration.
3. **Rationale**
The notes are no longer considered tier 2 capital under UK CRR.
HSBC aims to manage risks associated with these notes by repurchasing them.
4. **Proposed Issuance**
HSBC plans to issue new subordinated debt securities concurrently, though this is not contingent on the success of the tender offers.
5. **Legal and Regulatory Compliance**
The offers comply with UK, EU, and other relevant regulatory frameworks.
Restrictions apply in certain jurisdictions, including Belgium, Italy, Hong Kong, and Canada, to ensure compliance with local laws.
6. **Forward-Looking Statements**
The announcement includes forward-looking statements subject to risks and uncertainties, as detailed in the Offer to Purchase.
**Conclusion**
HSBCs tender offers reflect its strategic efforts to manage its capital structure and regulatory compliance. Holders of the specified notes are encouraged to review the Offer to Purchase and consider participating in the offers, which are expected to be financed with cash on hand. The company has appointed HSBC Bank plc as the Dealer Manager and Global Bondholder Services Corporation as the Information Agent to facilitate the process.