Filed pursuant to Rule 433
Registration No. 333-180288
March 27, 2012
| Pricing Term Sheet: | ||
| Issuer: | HSBC Holdings plc | |
| Lead Manager: | HSBC Securities (USA) Inc. | |
| Co-Managers: | ABN AMRO Bank N.V. | |
| ANZ Securities, Inc. | ||
| Merrill Lynch, Pierce, Fenner & Smith | ||
| Incorporated | ||
| Citigroup Global Markets Inc. | ||
| Comerica Securities, Inc. | ||
| Credit Agricole Securities (USA) Inc. | ||
| Credit Suisse Securities (USA) LLC | ||
| Danske Markets, Inc | ||
| Goldman, Sachs & Co. | ||
| ING Financial Markets LLC | ||
| Lloyds Securities Inc. | ||
| Morgan Stanley & Co. LLC | ||
| nabSecurities, LLC | ||
| RBS Securities Inc. | ||
| Santander Investment Securities Inc. | ||
| SG Americas Securities, LLC | ||
| SunTrust Robinson Humphrey, Inc. | ||
| UBS Securities LLC | ||
| UniCredit Capital Markets, LLC | ||
| Wells Fargo Securities, LLC | ||
| The Williams Capital Group, L.P. | ||
| BMO Capital Markets Corp. | ||
| CIBC World Markets Corp. | ||
| RBC Capital Markets LLC | ||
| Scotia Capital (USA) Inc. | ||
| Structure: | Global Fixed Rate Senior Unsecured Notes | |
| Ratings: | Aa2 (neg) /A+ (stable) /AA (neg)* | |
| Pricing Date: | March 27, 2012 | |
| Settlement Date: | March 30, 2012 (T+3) | |
| Maturity Date: | March 30, 2022 | |
| Form of Offering: | SEC Registered Global | |
| Transaction Details: | ||
| Principal Amount: | $2,000,000,000 | |
| Benchmark Treasury: | UST 2.00% due Feb 2022 | |
| Treasury Yield: | 2.180% | |
| Treasury Price: | 98-13 | |
| Re-offer Spread: | UST + 190 basis points | |
| Coupon: | 4.00% | |
| Re-offer Yield: | 4.08% | |
| Issue Price: | 99.348% | |
| Gross Fees: | 0.40% | |
| Net Price: | 98.948% | |
| Total Proceeds to Issuer: | $1,978,960,000 | |
| Interest Payment Dates: | Semi-annual on each March 30 and September 30, commencing | |
| September 30, 2012. | ||
| Call Features: | NCL | |
| Day Count Convention: | 30/360 | |
| Minimum Denominations: | $2,000 and integral multiples of $1,000 thereafter | |
| Listing: | NYSE | |
| Principal Paying Agent: | HSBC Bank USA, N.A. | |
| CUSIP: | 404280 AN9 | |
| ISIN: | US404280AN99 | |
| * | A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-811-8049.