HSBC Holdings plc filed a Form 6-K on November 5, 2026, announcing the anticipated launch of a cash tender offer to purchase up to $1,000,000,000 aggregate principal amount of its outstanding 6.000% Perpetual Subordinated Contingent Convertible Securities.

Key Highlights

  • Offer size: Up to $1,000,000,000 aggregate principal amount, subject to the company's right to increase or decrease that amount at its sole discretion.
  • Securities targeted: The $3,000,000,000 outstanding 6.000% Perpetual Subordinated Contingent Convertible Securities (Callable May 22, 2027 and Every Five Years Thereafter), CUSIP 404280 BL2 / ISIN US404280BL25.
  • Purchase price: $1,005.00 per $1,000.00 of principal amount tendered and accepted, equal to 100.50% of principal.
  • Expiration: The offer is scheduled to expire at 5:00 p.m. (New York City time) on November 19, 2026, unless extended or earlier terminated.
  • Expected settlement: November 24, 2026, unless extended or earlier terminated.
  • Condition: The company's obligation to complete the offer is conditioned on the successful closing of a proposed new issuance of perpetual subordinated contingent convertible securities.
  • Stated purpose: According to the filing, "The Offer is being undertaken to proactively manage the Company's Tier 1 capital base."

HSBC's Cash Tender Offer Terms and Capital Management Context

According to the Form 6-K filed with the Securities and Exchange Commission, HSBC Holdings plc announced the anticipated launch of a tender offer on November 5, 2026 (the "Launch Date"), with the full Offer to Purchase made available at or prior to 10:00 a.m. (New York City time) on that date. The offer targets one series of securities: the $3,000,000,000 6.000% Perpetual Subordinated Contingent Convertible Securities with a first optional redemption date of May 22, 2027. The filing states the offer is intended to manage the company's Tier 1 capital base and is expected to be financed with cash on hand.

Holders who validly tender securities and whose securities are accepted will receive $1,005.00 per $1,000.00 of principal amount, plus accrued and unpaid interest from the last interest payment date up to, but not including, the settlement date, rounded to the nearest cent. The filing specifies that securities may be tendered only in an aggregate principal amount of $200,000 and in integral multiples of $1,000 in excess thereof. Holders tendering less than all of their securities must continue to hold at least $200,000 in principal amount. All securities accepted in the offer will be cancelled and retired, and will no longer remain outstanding obligations of the company.

The filing discloses that on the same date, the company expected to launch a proposed new issuance of one series of perpetual subordinated contingent convertible securities, though it notes "no assurance can be given that the Proposed Issuance will be completed." The offer is not conditioned on any minimum level of participation, but it is conditioned on the successful closing of that proposed issuance. HSBC Bank plc has been retained as dealer manager, and Global Bondholder Services Corporation will act as information agent.

What Was Disclosed

HSBC Holdings plc disclosed a cash tender offer for up to $1,000,000,000 of its 6.000% Perpetual Subordinated Contingent Convertible Securities at 100.50% of principal, with an expiration of November 19, 2026, and expected settlement on November 24, 2026, conditioned on a concurrent new securities issuance.