LONDON — November 13, 2026 -- HSBC Holdings plc closed a $1.5 billion issue of 7.625% perpetual subordinated contingent convertible securities, which satisfies the New Issue Condition in its tender offer for an older series. The offer covers up to $1.5 billion of the $3 billion 6.000% perpetual subordinated contingent convertible securities outstanding, or half the series.
HSBC raised the tender cap by 50% and will pay 100.50% of principal
HSBC announced the offer on 5 November 2026 with a Maximum Tender Amount of $1 billion. It raised the cap to $1.5 billion on 6 November 2026, an increase of 50%. The purchase price is 100.50% of the principal amount accepted, a premium of 0.50 percentage points over par. On the full $1.5 billion, that works out to a premium of $7.5 million, by our calculation.
The company says the offer is meant to proactively manage its Tier 1 capital base. It reserves the right to raise or lower the cap at its sole discretion. All securities accepted will be cancelled and retired.
New securities pay a coupon 1.625 points above the series being bought
The new issue carries a 7.625% coupon against 6.000% on the targeted series, a gap of 1.625 percentage points. Assuming HSBC accepts the full $1.5 billion, equal to the size of the new issue, the annual coupon on that principal works out to about $114.4 million at 7.625%, against $90 million at 6.000%. That is a difference of roughly $24.4 million a year, by our calculation.
The targeted series is callable on 22 May 2027 and every five years thereafter. The expected settlement date of 24 November 2026 falls just under six months before that first call date. The company did not disclose how much of the series holders have tendered so far.
Holders have until 19 November to tender or withdraw
The offer expires at 5:00 p.m. New York City time on 19 November 2026, 14 days after launch, unless HSBC extends or terminates it. Holders can withdraw tendered securities at any time up to expiry. HSBC expects settlement on 24 November 2026, five days after expiry, subject to the Maximum Tender Amount and the remaining conditions.
The other terms of the offer are unchanged. Holders who have already tendered and not withdrawn do not need to re-tender.
- Tenders must be at least $200,000 in principal, in integral multiples of $1,000 above that.
- Holders tendering less than all of their securities must keep at least $200,000 in principal.
- HSBC Bank plc is dealer manager. Global Bondholder Services Corporation is information agent.
Deadlines set by intermediaries and DTC for submitting and withdrawing tender instructions fall earlier than 19 November, the company says.