Calculation
of Registration Fee
Title of Each Class of
Securities Offered
|
|
Maximum Aggregate
Offering Price
|
|
Amount of
Registration Fee
(1)
|
|
|
|
|
|
|
|
Debt Securities
|
|
$1,343,000
|
|
$183.19
|
|
|
|
|
|
|
(1)
Calculated in accordance with Rule 457 (r) of
the Securities Act of 1933, as amended.
Filed Pursuant
to Rule 424(b)(2)
Registration
No. 333-180289
PRICING
SUPPLEMENT
Dated March
22, 2013
(To Prospectus
dated March 22, 2012,
Prospectus
Supplement dated March 22, 2012 and
Equity
Index Underlying Supplement dated March 22, 2012)
HSBC USA Inc.
Buffered Accelerated Market Participation
Securities
TM
(“Buffered AMPS”)
|
|
}
|
$1,343,000 Buffered AMPS
TM
linked to the S&P 500
®
Index
|
|
|
}
|
Maturity of approximately 2 years
|
|
|
}
|
2x exposure to any positive return in the reference asset, subject
to a maximum return
|
|
|
}
|
Protection from the first 10% of any losses in the reference asset
|
|
|
}
|
All payments on the securities are subject to the credit risk of HSBC
USA Inc.
|
The Buffered Accelerated Market Participation
Securities
TM
(“Buffered AMPS” or, each a “security” and collectively the “securities")
offered hereunder will not be listed on any U.S. securities exchange or automated quotation system. The securities will not bear
interest.
Neither the U.S. Securities and Exchange
Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities or passed
upon the accuracy or the adequacy of this document, the accompanying prospectus, prospectus supplement or Equity Index underlying
supplement. Any representation to the contrary is a criminal offense. We have appointed HSBC Securities (USA) Inc., an affiliate
of ours, as the agent for the sale of the securities. HSBC Securities (USA) Inc. will purchase the securities from us for distribution
to other registered broker-dealers or will offer the securities directly to investors. In addition, HSBC Securities (USA) Inc.
or another of its affiliates or agents may use this pricing supplement in market-making transactions in any securities after their
initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being used in
a market-making transaction. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-11 of this
pricing supplement.
Investment in the securities involves
certain risks. You should refer to “Risk Factors” beginning on page PS-5 of this document, page S-3 of the accompanying
prospectus supplement and page S-1 of the accompanying Equity Index Underlying Supplement.
|
|
Price to Public
|
Underwriting Discount
1
|
Proceeds to Issuer
|
|
Per security
|
$1,000.00
|
$20.50
|
$979.50
|
|
Total
|
$1,343,000.00
|
$27,531.50
|
$1,315,468.50
|
1
HSBC USA Inc. or one of our
affiliates may pay varying underwriting discounts of up to 2.05% and referral fees of up to 0.80% per $1,000 Principal Amount
of securities in connection with the distribution of the securities to other registered broker-dealers. In no case will the sum
of the underwriting discounts and referral fees exceed 2.55% per $1,000 Principal Amount. See “Supplemental Plan of Distribution
(Conflicts of Interest)” on page PS-11 of this pricing supplement.
The Securities:
|
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
HSBC USA Inc.
Buffered Accelerated
Market Participation Securities
TM
(Buffered AMPS)
Linked to the S&P 500
®
Index
This pricing supplement relates to an offering
of Buffered Accelerated Market Participation Securities. The securities will have the terms described in this pricing supplement
and the accompanying prospectus supplement, prospectus and Equity Index Underlying Supplement. If the terms of the securities offered
hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus or Equity Index Underlying Supplement,
the terms described in this pricing supplement shall control.
You
should be willing to forgo interest and dividend payments during the term of the securities and, if the Reference Return is less
than the Buffer Value, lose up to 90% of your principal.
This pricing supplement relates to an
offering of securities linked to the performance of the S&P 500
®
Index. The purchaser of a security will acquire a senior unsecured debt security of HSBC USA Inc. linked to the Reference
Asset, as described below. The following key terms relate to the offering of securities:
|
Issuer:
|
HSBC USA Inc.
|
|
Principal Amount:
|
$1,000 per security
|
|
Reference Asset:
|
S&P 500
®
Index
|
|
Trade Date:
|
March 22, 2013
|
|
Pricing Date:
|
March 22, 2013
|
|
Original Issue Date:
|
March 27, 2013
|
|
Final Valuation Date:
|
March 23, 2015, subject to adjustment as described under “Additional Terms of the Notes—Valuation Dates” in the accompanying Equity Index Underlying Supplement.
|
|
Maturity Date:
|
March 26, 2015. The Maturity Date is subject to adjustment as described under “Additional Terms of the Notes—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Equity Index Underlying Supplement.
|
|
Payment at Maturity:
|
On the Maturity Date, for each security, we will pay you the Final Settlement Value.
|
|
Reference Return:
|
The quotient, expressed as a percentage, calculated as follows:
|
|
|
Final Value – Initial Value
Initial Value
|
|
Final Settlement Value:
|
If the Reference Return is greater than zero,
you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities, equal to the lesser of:
|
|
|
(a) $1,000 + ($1,000 × Reference Return × Upside Participation Rate); and
|
|
|
(b) $1,000 + ($1,000 × Maximum Cap).
|
|
|
If the Reference Return is less than or equal to zero but greater than or equal to the Buffer Value
, you will receive $1,000 per $1,000 Principal Amount of securities (zero return).
|
|
|
If the Reference Return is less than the Buffer Value
,
you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities, calculated as follows:
|
|
|
$1,000 + ($1,000 × (Reference Return + 10%)).
|
|
|
Under these circumstances, you will lose 1% of the Principal Amount for each percentage point that the Reference Return is below the Buffer Value. For example, if the Reference Return is -30%, you will suffer a 20% loss and receive 80% of the Principal Amount, subject to the credit risk of HSBC.
If the Reference Return is less than the Buffer Value, you will lose up to 90% of your investment.
|
|
Buffer Value:
|
-10%
|
|
Upside Participation Rate:
|
200%
|
|
Maximum Cap:
|
12.50%
|
|
Initial Level:
|
1,556.89, which was the Official Closing Level of the Reference Asset on the Pricing Date.
|
|
Final Level:
|
The Official Closing Level of the Reference Asset on the Final Valuation Date.
|
|
Official Closing Level:
|
The closing level of the Reference Asset on any scheduled trading day as determined by the calculation agent based upon the level displayed on the Bloomberg Professional
®
service page “SPX <INDEX>”, any successor page on the Bloomberg Professional
®
service or any successor service, as applicable.
|
|
Form of Securities:
|
Book-Entry
|
|
Listing:
|
The securities will not be listed on any U.S. securities exchange or quotation system.
|
|
CUSIP/ISIN
|
40432XBV2/US40432XBV29
|
GENERAL
This pricing supplement relates to a single
offering of securities linked to the Reference Asset identified on the cover page. The purchaser of a security will acquire a senior
unsecured debt security of HSBC USA Inc. Although the offering of securities relates to the Reference Asset identified on the cover
page, you should not construe that fact as a recommendation as to the merits of acquiring an investment linked to the Reference
Asset or any component security included in the Reference Asset or as to the suitability of an investment in the securities.
You should read this document together
with the prospectus dated March 22, 2012, the prospectus supplement dated March 22, 2012 and the Equity Index Underlying Supplement
dated March 22, 2012. If the terms of the securities offered hereby are inconsistent with those described in the accompanying prospectus
supplement, prospectus, or Equity Index Underlying Supplement, the terms described in this pricing supplement shall control. You
should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page PS-5 of this
pricing supplement, page S-3 of the prospectus supplement and page S-1 of the Equity Index Underlying Supplement, as the securities
involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting
and other advisors before you invest in the securities. As used herein, references to the “Issuer”, “HSBC”,
“we”, “us” and “our” are to HSBC USA Inc.
HSBC has filed a registration statement
(including a prospectus, a prospectus supplement and underlying supplements) with the SEC for the offering to which this pricing
supplement relates. Before you invest, you should read the prospectus, prospectus supplement and relevant underlying supplement
in that registration statement and other documents HSBC has filed with the SEC for more complete information about HSBC and this
offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at www.sec.gov. Alternatively, HSBC
Securities (USA) Inc. or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement
and Equity Index Underlying Supplement if you request them by calling toll-free 1-866-811-8049.
You may also obtain:
PAYMENT AT MATURITY
On the Maturity Date, for each security
you hold, we will pay you the Final Settlement Value, which is an amount in cash, as described below:
If the Reference Return is greater than
zero
, you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities, equal to the lesser
of:
(a) $1,000
+ ($1,000 × Reference Return × Upside Participation Rate); and
(b) $1,000
+ ($1,000 × Maximum Cap).
If the Reference Return is less than
or equal to zero but greater than or equal to the Buffer Value,
you will receive $1,000 per $1,000 Principal Amount of securities
(zero return).
If the Reference Return is less than
the Buffer Value,
you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities, calculated
as follows:
$1,000 + ($1,000 × (Reference Return
+ 10%)).
Under these circumstances, you will lose
1% of the Principal Amount of your securities for each percentage point that the Reference Return is below the Buffer Value. For
example, if the Reference Return is -30%, you will suffer a 20% loss and receive 80% of the Principal Amount, subject to the credit
risk of HSBC.
You should be aware that if the Reference Return is less than the Buffer Value, you will lose up to 90% of your
investment.
Interest
The securities will not pay interest.
Calculation Agent
We or one of our affiliates will act as
calculation agent with respect to the securities.
Reference Sponsor
S&P Dow Jones Indices
LLC, a subsidiary of The McGraw-Hill Companies, Inc., is the reference sponsor.
INVESTOR SUITABILITY
The securities may be suitable for
you if:
|
|
}
|
You seek an investment with an enhanced return linked to the potential positive performance of
the Reference Asset and you believe the level of the Reference Asset will increase over the term of the securities.
|
|
|
}
|
You are willing to invest in the securities based on the Maximum Cap indicated herein, which may
limit your return at maturity.
|
|
|
}
|
You are willing to make an investment that is exposed to the negative Reference Return on a 1-to-1
basis for each percentage point that the Reference Return is less than -10%.
|
|
|
}
|
You are willing to accept the risk and return profile of the securities versus a conventional debt
security with a comparable maturity issued by HSBC or another issuer with a similar credit rating.
|
|
|
}
|
You are willing to forego dividends or other distributions paid to holders of the stocks comprising
the Reference Asset.
|
|
|
}
|
You do not seek current income from your investment.
|
|
|
}
|
You do not seek an investment for which there is an active secondary market.
|
|
|
}
|
You are willing to hold the securities to maturity.
|
|
|
}
|
You are comfortable with the creditworthiness of HSBC, as Issuer of the securities.
|
The securities may not be suitable
for you if:
|
|
}
|
You believe the Reference Return will be negative on the Final Valuation Date or that the Reference
Return will not be sufficiently positive to provide you with your desired return.
|
|
|
}
|
You are unwilling to invest in the securities based on the Maximum Cap indicated herein, which
may limit your return at maturity.
|
|
|
}
|
You are unwilling to make an investment that is exposed to the negative Reference Return on a 1-to-1
basis for each percentage point that the Reference Return is less than -10%.
|
|
|
}
|
You seek an investment that provides full return of principal.
|
|
|
}
|
You prefer the lower risk, and therefore accept the potentially lower returns, of conventional
debt securities with comparable maturities issued by HSBC or another issuer with a similar credit rating.
|
|
|
}
|
You prefer to receive the dividends or other distributions paid on the stocks comprising the Reference
Asset.
|
|
|
}
|
You seek current income from your investment.
|
|
|
}
|
You seek an investment for which there will be an active secondary market.
|
|
|
}
|
You are unable or unwilling to hold the securities to maturity.
|
|
|
}
|
You are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of
the securities.
|
RISK FACTORS
We urge you to read the section “Risk
Factors” beginning on page S-3 in the accompanying prospectus supplement and page S-1 of the Equity Index Underlying
Supplement. Investing in the securities is not equivalent to investing directly in any of the stocks comprising the Reference Asset
or the Reference Asset itself, as applicable. You should understand the risks of investing in the securities and should reach an
investment decision only after careful consideration, with your advisors, of the suitability of the securities in light of your
particular financial circumstances and the information set forth in this pricing supplement and the accompanying prospectus supplement,
prospectus and Equity Index Underlying Supplement.
In addition to the risks discussed below,
you should review “Risk Factors” in the accompanying prospectus supplement and Equity Index Underlying Supplement including
the explanation of risks relating to the securities described in the following sections:
|
|
}
|
“— Risks Relating to All Note Issuances” in the prospectus supplement;
|
|
|
}
|
“— General risks related to Indices” in the Equity Index Underlying Supplement;
|
You will be subject to
significant risks not associated with conventional fixed-rate or floating-rate debt securities.
Your investment in the securities
may result in a loss.
You will be exposed to the decline in the
Final Level from the Initial Level beyond the Buffer Value of -10%. Accordingly, if the Reference Return is less than -10%, your
Payment at Maturity will be less than the Principal Amount of your securities. You will lose up to 90% of your investment at maturity
if the Reference Return is less than the Buffer Value.
The appreciation on the securities
is limited by the Maximum Cap.
You will not participate in any appreciation
in the level of the Reference Asset (as multiplied by the Upside Participation Rate) beyond the Maximum Cap of 12.50%. You will
not receive a return on the securities greater than the Maximum Cap.
Credit risk of HSBC USA Inc.
The securities are senior unsecured debt
obligations of the Issuer, HSBC, and are not, either directly or indirectly, an obligation of any third party. As further described
in the accompanying prospectus supplement and prospectus, the securities will rank on par with all of the other unsecured and unsubordinated
debt obligations of HSBC, except such obligations as may be preferred by operation of law. Any payment to be made on the securities,
including any return of principal at maturity, depends on the ability of HSBC to satisfy its obligations as they come due. As a
result, the actual and perceived creditworthiness of HSBC may affect the market value of the
securities and, in the event HSBC
were to default on its obligations, you may not receive the amounts owed to you under the terms of the securities.
The securities will not bear interest.
As a holder of the securities, you will
not receive interest payments.
Changes that affect the Reference
Asset will affect the market value of the securities and the amount you will receive at maturity.
The policies of the reference sponsor of
the Reference Asset concerning additions, deletions and substitutions of the constituents comprising the Reference Asset and the
manner in which the reference sponsor takes account of certain changes affecting those constituents included in the Reference Asset
may affect the level of the Reference Asset. The policies of the reference sponsor with respect to the calculation of the Reference
Asset could also affect the level of the Reference Asset. The reference sponsor may discontinue or suspend calculation or dissemination
of its Reference Asset. Any such actions could affect the value of the securities.
The securities are not insured or
guaranteed by any governmental agency of the United States or any other jurisdiction.
The securities are not deposit liabilities
or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental
agency or program of the United States or any other jurisdiction. An investment in the securities is subject to the credit risk
of HSBC, and in the event that HSBC is unable to pay its obligations as they become due, you may not receive the full Payment at
Maturity of the securities.
Certain built-in costs are likely
to adversely affect the value of the securities prior to maturity.
While the Payment at Maturity described
in this pricing supplement is based on the full Principal Amount of your securities, the original issue price of the securities
includes the agent’s commission and the estimated cost of HSBC hedging its obligations under the securities. As a result,
the price, if any, at which HSBC Securities (USA) Inc. will be willing to purchase securities from you in secondary market transactions,
if at all, will likely be lower than the original issue price, and any sale prior to the Maturity Date could result in a substantial
loss to you. The securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing
to hold your securities to maturity.
The securities lack liquidity.
The securities will not be listed on any
securities exchange. HSBC Securities (USA) Inc. is not required to offer to purchase the securities in the secondary market, if
any exists. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities
easily. Because other dealers are not likely to make a secondary market for the securities, the price at which you may be able
to trade your securities is likely to depend on the price, if any, at which HSBC Securities (USA) Inc. is willing to buy the securities.
Potential conflicts of interest may
exist.
HSBC and its affiliates play a variety
of roles in connection with the issuance of the securities, including acting as calculation agent and hedging our obligations under
the securities. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially
adverse to your interests as an investor in the securities. We will not have any obligation to consider your interests as a holder
of the securities in taking any action that might affect the value of your securities.
Uncertain tax treatment.
For a discussion of the U.S. federal income
tax consequences of your investment in a security, please see the discussion under “U.S. Federal Income Tax Considerations”
herein and the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.
ILLUSTRATIVE EXAMPLES
The following table and examples are provided
for illustrative purposes only and are hypothetical. They do not purport to be representative of every possible scenario concerning
increases or decreases in the level of the Reference Asset relative to its Initial Level. We cannot predict the Final Level of
the Reference Asset. The assumptions we have made in connection with the illustrations set forth below may not reflect actual events.
You should not take this illustration or these examples as an indication or assurance of the expected performance of the Reference
Asset to which your securities are linked or the return on your securities
.
The Final Settlement Value may be less than
the amount that you would have received from a conventional debt security with the same stated maturity, including those issued
by HSBC. The numbers appearing in the table below and following examples have been rounded for ease of analysis.
The table below illustrates the Payment
at Maturity on a $1,000 investment in the securities for a hypothetical range of Reference Returns from -100% to +100%. The following
results are based solely on the assumptions outlined below. The “Hypothetical Return on the Security” as used below
is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $1,000 Principal Amount of securities
to $1,000. The potential returns described here assume that your securities are held to maturity. You should consider carefully
whether the securities are suitable to your investment goals. The following table and examples are based on the following terms:
|
}
|
Principal Amount:
|
$1,000
|
|
|
|
|
|
}
|
Upside Participation Rate:
|
200%
|
|
|
|
|
|
}
|
Buffer Value:
|
-10%
|
|
|
|
|
|
}
|
Maximum Cap:
|
12.50%
|
Hypothetical
Reference Return
|
Hypothetical Payment
at Maturity
|
Hypothetical Return on
the Security
|
|
100.00%
|
$1,125.00
|
12.50%
|
|
80.00%
|
$1,125.00
|
12.50%
|
|
60.00%
|
$1,125.00
|
12.50%
|
|
40.00%
|
$1,125.00
|
12.50%
|
|
20.00%
|
$1,125.00
|
12.50%
|
|
15.00%
|
$1,125.00
|
12.50%
|
|
10.00%
|
$1,125.00
|
12.50%
|
|
6.25%
|
$1,125.00
|
12.50%
|
|
2.00%
|
$1,040.00
|
4.00%
|
|
1.00%
|
$1,020.00
|
2.00%
|
|
0.00%
|
$1,000.00
|
0.00%
|
|
-1.00%
|
$1,000.00
|
0.00%
|
|
-2.00%
|
$1,000.00
|
0.00%
|
|
-5.00%
|
$1,000.00
|
0.00%
|
|
-10.00%
|
$1,000.00
|
0.00%
|
|
-15.00%
|
$950.00
|
-5.00%
|
|
-20.00%
|
$900.00
|
-10.00%
|
|
-30.00%
|
$800.00
|
-20.00%
|
|
-40.00%
|
$700.00
|
-30.00%
|
|
-60.00%
|
$500.00
|
-50.00%
|
|
-80.00%
|
$300.00
|
-70.00%
|
|
-100.00%
|
$100.00
|
-90.00%
|
The following examples indicate how the
Final Settlement Value would be calculated with respect to a hypothetical $1,000 investment in the securities.
Example 1: The Reference Return is 2.00%.
|
|
|
|
Reference Return:
|
2.00%
|
|
Final Settlement Value:
|
$1,040.00
|
Because the Reference Return is positive,
and the Reference Return multiplied by the Upside Participation Rate is less than the hypothetical Maximum Cap, the Final Settlement
Value would be $1,040.00 per $1,000 Principal Amount of securities, calculated as follows:
|
|
$1,000 + ($1,000 × Reference Return × Upside Participation Rate)
|
|
|
|
|
|
= $1,000 + ($1,000 × 2.00% × 200%)
|
|
|
|
|
|
= $1,040.00
|
Example 1 shows that you will receive the
return of your principal investment plus a return equal to the Reference Return multiplied by 200% when the Reference Return is
positive and, as multiplied by the Upside Participation Rate, equal to or less than the Maximum Cap.
Example 2: The Reference Return is 15.00%.
|
|
|
|
Reference Return:
|
15.00%
|
|
Final Settlement Value:
|
$1,125.00
|
Because the Reference Return is positive,
and the Reference Return multiplied by the Upside Participation Rate is greater than the hypothetical Maximum Cap, the Final Settlement
Value would be $1,125.00 per $1,000 Principal Amount of securities, calculated as follows:
|
|
$1,000 + ($1,000 × Maximum Cap)
|
|
|
|
|
|
= $1,000 + ($1,000 × 12.50%)
|
|
|
|
|
|
= $1,125.00
|
Example 2 shows that you will receive the
return of your principal investment plus a return equal to the Maximum Cap when the Reference Return is positive and the Reference
Return multiplied by 200% exceeds the Maximum Cap.
Example 3: The Reference Return is -5.00%.
|
|
|
|
Reference Return:
|
-5.00%
|
|
Final Settlement Value:
|
$1,000.00
|
Because the Reference Return is less than
zero but greater than the Buffer Value of -10%, the Final Settlement Value would be $1,000.00 per $1,000 Principal Amount of securities
(a zero return).
Example 3 shows that you will receive the
return of your principal investment where the level of the Reference Asset declines by no more than 10% over the term of the securities.
Example 4: The Reference Return is -30.00%.
|
|
|
|
Reference Return:
|
-30.00%
|
|
Final Settlement Value:
|
$800.00
|
Because the Reference Return is less than
the Buffer Value of -10%, the Final Settlement Value would be $800.00 per $1,000 Principal Amount of securities, calculated as
follows:
|
|
$1,000 + ($1,000 × (Reference Return + 10%))
|
|
|
|
|
|
= $1,000 + ($1,000 × (-30.00% + 10%))
|
|
|
|
|
|
= $800.00
|
Example 4 shows that you are exposed on
a 1-to-1 basis to declines in the level of the Reference Asset beyond the Buffer Value of -10%.
YOU MAY LOSE UP TO 90% OF THE
PRINCIPAL AMOUNT OF YOUR SECURITIES.
INFORMATION RELATING TO THE REFERENCE ASSET
|
Description of the SPX
|
|
Historical Performance of the SPX
|
|
|
|
|
The SPX is a capitalization-weighted index of 500 U.S. stocks. It is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.
The top 5 industry groups by market capitalization as of March 22, 2013 were: Information Technology, Financials, Health Care, Consumer Discretionary and Energy.
In September 2012, S&P Dow Jones Indices LLC updated its index methodology so that, subject to several exceptions, shareholdings by specified types of insiders that represent more than 5% of the outstanding shares of a security are removed from the float for purposes of calculating the SPX.
|
|
The following graph sets forth the historical performance of the SPX based on the daily historical closing levels from March 22, 2008 through March 22, 2013. The closing level for the SPX on March 22, 2013 was 1,556.89. We obtained the closing levels below from the Bloomberg Professional
®
service. We have not undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from the Bloomberg Professional
®
service.
|
|
|
|
|
For more information about the SPX, see “The S&P 500
Ò
Index” beginning on page S-6 of the accompanying Equity Index Underlying Supplement.
|
|
The historical levels of
the SPX should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing Value
of the SPX on the Final Valuation Date.
License Agreement
Standard
& Poor’s
®
and S&P
®
are registered trademarks of Standard & Poor’s Financial
Services LLC (“S&P”); Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow
Jones”); and these trademarks have been licensed for use by S&P Dow Jones Indices LLC. “Standard & Poor’s
®
,”
“S&P 500
®
” and “S&P
®
” are trademarks of S&P and have been licensed
for use by S&P Dow Jones Indices LLC and its affiliates and sublicensed for certain purposes by HSBC. The S&P 500
®
Index (the “Index”) is a product of S&P Dow Jones Indices LLC, and has been licensed for use by HSBC.
The securities
are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their respective affiliates
(collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices makes no representation or warranty, express
or implied, to the holders of the securities or any member of the public regarding the advisability of investing in securities
generally or in the securities particularly or the ability of the Index to track general market performance. S&P Dow
Jones Indices’ only relationship to HSBC with respect to the Index is the licensing of the Index and certain trademarks,
service marks and/or trade names of S&P Dow Jones Indices. The Index is determined, composed and calculated by S&P
Dow Jones Indices without regard to HSBC or the securities. S&P Dow Jones Indices has no obligation to take the needs
of HSBC or the holders of the securities into consideration in determining, composing or calculating the Index. S&P Dow
Jones Indices is not responsible for and has not participated in the determination of the prices, and amount of the securities
or the timing of the issuance or sale of the securities or in the determination or calculation of the equation by which the securities
are to be converted into cash. S&P Dow Jones Indices has no obligation or liability in connection with the administration,
marketing or trading of the securities. There is no assurance that investment products based on the Index will accurately track
index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor.
Inclusion of a security within the Index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security,
nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may
independently issue and/or sponsor financial products unrelated to the securities currently being issued by HSBC, but which may
be similar to and competitive with the securities. In addition, CME Group Inc. and its affiliates may trade financial products
which are linked to the performance of the Index. It is possible that this trading activity will affect the value of the
Index and the securities.
S&P
DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED
THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS)
WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS,
OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES,
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY HSBC, HOLDERS OF THE SECURITIES,
OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE
BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD
PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND HSBC, OTHER THAN THE LICENSORS OF S&P
DOW JONES INDICES.
SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS
OF INTEREST)
We have appointed HSBC Securities (USA)
Inc., an affiliate of HSBC, as the agent for the sale of the securities. Pursuant to the terms of a distribution agreement, HSBC
Securities (USA) Inc. will purchase the securities from HSBC at the price to public less the underwriting discount set forth on
the cover page of this pricing supplement, for distribution to other registered broker-dealers, or will offer the securities directly
to investors. HSBC Securities (USA) Inc. will offer the securities at the price to public set forth on the cover page of this pricing
supplement. HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 2.05% and referral fees of up
to 0.80% per $1,000 Principal Amount of securities in connection with the distribution of the securities to other registered broker-dealers.
In no case will the sum of the underwriting discounts and referral fees exceed 2.55% per $1,000 Principal Amount.
An affiliate of HSBC has paid or may pay
in the future an amount to broker-dealers in connection with the costs of the continuing implementation of systems to support the
securities.
In addition, HSBC Securities (USA) Inc.
or another of its affiliates or agents may use this pricing supplement in market-making transactions after the initial sale of
the securities, but is under no obligation to do so and may discontinue any market-making activities at any time without notice.
See “Supplemental Plan of Distribution
(Conflicts of Interest)” on page S-49 in the prospectus supplement.
U.S. FEDERAL INCOME TAX CONSIDERATIONS
There is no direct legal authority as to
the proper tax treatment of the securities, and therefore significant aspects of the tax treatment of the securities are uncertain
as to both the timing and character of any inclusion in income in respect of the securities. Under one approach, a security should
be treated as a pre-paid executory contract with respect to the Reference Asset. We intend to treat the securities consistent with
this approach. Pursuant to the terms of the securities, you agree to treat the securities under this approach for all U.S. federal
income tax purposes. Subject to the limitations described therein, and based on certain factual representations received from us,
in the opinion of our special U.S. tax counsel, Morrison & Foerster LLP, it is reasonable to treat a security as a pre-paid
executory contract with respect to the Reference Asset. Pursuant to this approach, we do not intend to report any income or gain
with respect to the securities prior to their maturity or an earlier sale or exchange and we intend to treat any gain or loss upon
maturity or an earlier sale or exchange as long-term capital gain or loss, provided that you have held the security for more than
one year at such time for U.S. federal income tax purposes.
We will not attempt to ascertain whether
any of the entities whose stock is included in, or owned by, the Reference Asset, as the case may be, would be treated as a passive
foreign investment company (“PFIC”) or United States real property holding corporation (“USRPHC”), both
as defined for U.S. federal income tax purposes. If one or more of the entities whose stock is included in, or owned by, the Reference
Asset, as the case may be, were so treated, certain adverse U.S. federal income tax consequences might apply. You should refer
to information filed with the SEC and other authorities by the entities whose stock is included in, or owned by, the Reference
Asset, as the case may be, and consult your tax advisor regarding the possible consequences to you if one or more of the entities
whose stock is included in, or owned by, the Reference Asset, as the case may be, is or becomes a PFIC or a USRPHC.
Withholding and reporting requirements
under the legislation enacted on March 18, 2010 (as discussed beginning on page S-48 of the prospectus supplement) will generally
apply to payments made after December 31, 2013. However, this withholding tax will not be imposed on payments pursuant to obligations
outstanding on January 1, 2014. Additionally, withholding due to any payment being treated as a “dividend equivalent”
(as discussed beginning on page S-47 of the prospectus supplement) will begin no earlier than January 1, 2014. Holders are urged
to consult with their own tax advisors regarding the possible implications of this recently enacted legislation on their investment
in the securities.
For a discussion of the U.S. federal income
tax consequences of your investment in a security, please see the discussion under “U.S Federal Income Tax Considerations”
in the accompanying prospectus supplement.
VALIDITY OF THE SECURITIES
In the opinion of Morrison & Foerster
LLP, as counsel to the Issuer, when the securities offered by this pricing supplement have been executed and delivered by the Issuer
and authenticated by the trustee pursuant to the Senior Indenture referred to in the prospectus supplement dated March 22, 2012,
and issued and paid for as contemplated herein, such securities will be valid, binding and enforceable obligations of the Issuer,
entitled to the benefits of the Senior Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to
the laws of the State of New York, the Maryland General Corporation Law (including the statutory provisions, all applicable provisions
of the Maryland Constitution and the reported judicial decisions interpreting the foregoing) and the federal laws of the United
States of America. This opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery
of the Senior Indenture and the genuineness of signatures and to such counsel’s reliance on the Issuer and other sources
as to certain factual matters, all as stated in the legal opinion dated July 27, 2012, which has been filed as Exhibit 5.1 to the
Issuer’s Current Report on Form 8-K dated July 27, 2012.
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TABLE OF CONTENTS
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You should only rely on the information contained in this pricing supplement, any accompanying underlying supplement, prospectus supplement and prospectus. We have not authorized anyone to provide you with information or to make any representation to you that is not contained in this pricing supplement, any accompanying underlying supplement, prospectus supplement and prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This pricing supplement, any accompanying underlying supplement, prospectus supplement and prospectus are not an offer to sell these securities, and these documents are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. You should not, under any circumstances, assume that the information in this pricing supplement, any accompanying underlying supplement, prospectus supplement and prospectus is correct on any date after their respective dates.
HSBC
USA Inc.
$1,343,000
Buffered Accelerated
Market Participation Securities
Linked to the S&P 500
®
Index
March
22, 2013
PRICING
SUPPLEMENT
|
|
Pricing Supplement
|
|
|
|
|
|
|
|
General
|
PS-3
|
|
|
Payment at Maturity
|
PS-4
|
|
|
Investor Suitability
|
PS-5
|
|
|
Risk Factors
|
PS-5
|
|
|
Illustrative Examples
|
PS-7
|
|
|
Information Relating to the Reference Asset
|
PS-9
|
|
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
PS-11
|
|
|
U.S. Federal Income Tax Considerations
|
PS-11
|
|
|
Validity of the Securities
|
PS-11
|
|
|
|
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Equity Index Underlying Supplement
|
|
|
|
Risk Factors
|
S-1
|
|
|
The S&P 500
®
Index
|
S-6
|
|
|
The S&P 100
®
Index
|
S-10
|
|
|
The S&P MidCap 400
®
Index
|
S-14
|
|
|
The S&P 500 Low Volatility Index
|
S-18
|
|
|
The Russell 2000
®
Index
|
S-21
|
|
|
The Dow Jones Industrial Average
SM
|
S-25
|
|
|
The Hang Seng China Enterprises Index
®
|
S-27
|
|
|
The Hang Seng
®
Index
|
S-30
|
|
|
The Korea Stock Price Index 200
|
S-33
|
|
|
MSCI Indices
|
S-36
|
|
|
The EURO STOXX 50
®
Index
|
S-40
|
|
|
The PHLX Housing Sector
SM
Index
|
S-42
|
|
|
The TOPIX
®
Index
|
S-46
|
|
|
The NASDAQ-100 Index
®
|
S-49
|
|
|
S&P BRIC 40 Index
|
S-53
|
|
|
The Nikkei 225 Index
|
S-56
|
|
|
The FTSE™ 100 Index
|
S-58
|
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|
Other Components
|
S-60
|
|
|
Additional Terms of the Notes
|
S-60
|
|
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|
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|
Prospectus Supplement
|
|
|
|
Risk Factors
|
S-3
|
|
|
Risks Relating to Our Business
|
S-3
|
|
|
Risks Relating to All Note Issuances
|
S-3
|
|
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Pricing Supplement
|
S-7
|
|
|
Description of Notes
|
S-8
|
|
|
Use of Proceeds and Hedging
|
S-30
|
|
|
Certain ERISA Considerations
|
S-30
|
|
|
U.S. Federal Income Tax Considerations
|
S-32
|
|
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
S-49
|
|
|
|
|
|
|
Prospectus
|
|
|
|
About this Prospectus
|
1
|
|
|
Risk Factors
|
1
|
|
|
Where You Can Find More Information
|
1
|
|
|
Special Note Regarding Forward-Looking Statements
|
2
|
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HSBC USA Inc.
|
3
|
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Use of Proceeds
|
3
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Description of Debt Securities
|
3
|
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Description of Preferred Stock
|
15
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Description of Warrants
|
21
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Description of Purchase Contracts
|
25
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Description of Units
|
28
|
|
|
Book-Entry Procedures
|
30
|
|
|
Limitations on Issuances in Bearer Form
|
35
|
|
|
U.S. Federal Income Tax Considerations Relating to Debt Securities
|
35
|
|
|
Plan of Distribution (Conflicts of Interest)
|
51
|
|
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Notice to Canadian Investors
|
53
|
|
|
Notice to EEA Investors
|
58
|
|
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Certain ERISA Matters
|
59
|
|
|
Legal Opinions
|
60
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|
|
Experts
|
60
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