HSBC Holdings plc initiated four separate cash tender offers to acquire all outstanding notes from several series. The offers commenced on September 2nd, 2025. The company aims to repurchase a total of approximately $2.78 billion in outstanding principal.
The tender offers cover four different series of subordinated notes with varying maturity dates ranging from 2032 to 2038. Each series has a specified reference security and a fixed spread.
HSBC previously attempted to manage the risk profile of these notes through an exchange offer in 2022, allowing holders to swap their existing notes for new securities or receive a cash payment for certain notes. However, not all notes were tendered for exchange or repurchase at that time.
The current tender offers provide another opportunity for investors to sell their notes. The offers will expire on September 8th, 2025, unless HSBC extends or terminates them earlier. Investors can withdraw their tendered notes until the same date. The settlement date is expected to be September 11th, 2025.
The consideration for each note will be calculated based on a formula using the reference security’s yield and the fixed spread, ensuring fair market value. The final consideration will be announced soon after the calculation date. In addition to the calculated consideration, investors will receive accrued interest.
HSBC plans to finance the repurchases with existing cash reserves. The company also expects to launch a new issuance of subordinated debt securities concurrently, although this is not contingent on the success of the tender offers. The company retains the right to amend or waive any offer conditions at its discretion.
HSBC is using HSBC Bank plc as the dealer manager for the tender offers, and Global Bondholder Services Corporation is serving as the information agent. Investors are encouraged to review the offer documents carefully before making any decisions. The company emphasized the offers are not being made in jurisdictions where such actions would be unlawful. The terms and conditions of the offer are detailed in the offer documents. The company also clarified its consideration of investor participation in the tender offers when allocating the new notes.
The announcement was made public by Greg Case, HSBC‘s Head of Fixed Income Investor Relations. He stated that the transaction complies with all relevant market abuse regulations. Investors with questions can contact either the dealer manager or the information agent.
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