HSBC Holdings plc filed a Form 6-K on 13 November 2026 announcing the satisfaction of the New Issue Condition in its cash tender offer for up to $1,500,000,000 in aggregate principal amount of its outstanding 6.000% Perpetual Subordinated Contingent Convertible Securities callable 22 May 2027.

Key Highlights

  • New Issue Condition satisfied: HSBC closed an offering of $1,500,000,000 7.625% Perpetual Subordinated Contingent Convertible Securities on terms and conditions the company described as reasonably satisfactory, triggering satisfaction of the New Issue Condition.
  • Maximum Tender Amount increased: The Maximum Tender Amount was raised from up to $1,000,000,000 to up to $1,500,000,000 on 6 November 2026.
  • Securities targeted: The offer covers outstanding $3,000,000,000 6.000% Perpetual Subordinated Contingent Convertible Securities (CUSIP: 404280 BL2 / ISIN: US404280BL25) with a first optional redemption date of 22 May 2027.
  • Purchase price: 100.50% of principal amount, equal to $1,005.00 per $1,000.00 of principal amount tendered and accepted for purchase.
  • Expiration and settlement: The offer expires at 5:00 p.m. New York City time on 19 November 2026, with an expected settlement date of 24 November 2026, unless extended or earlier terminated.
  • Stated purpose: According to the filing, "The Offer is being undertaken to proactively manage the Company's Tier 1 capital base."
  • Cancellation on acceptance: All securities accepted in the offer will be cancelled and retired and will no longer remain outstanding obligations of the company.

HSBC Tender Offer Details: New Issue Condition and Capital Management

According to the Form 6-K filed on 13 November 2026, HSBC Holdings plc announced that the New Issue Condition - as defined in the Offer to Purchase dated 5 November 2026 - has been satisfied following the successful closing of a new $1,500,000,000 offering of 7.625% Perpetual Subordinated Contingent Convertible Securities. The company stated the closing occurred on terms and conditions reasonably satisfactory to HSBC. The original tender offer was first announced on 5 November 2026.

The filing disclosed that the Maximum Tender Amount for the offer was increased on 6 November 2026 from up to $1,000,000,000 to up to $1,500,000,000 in aggregate principal amount of the targeted 6.000% Perpetual Subordinated Contingent Convertible Securities. The targeted securities have a total outstanding principal amount of $3,000,000,000, carry CUSIP 404280 BL2 and ISIN US404280BL25, and are callable on 22 May 2027. Minimum tender size is $200,000 in aggregate principal amount, in integral multiples of $1,000 above that threshold, and holders who tender less than all of their securities must continue to hold at least $200,000 in principal amount.

The company retained HSBC Bank plc as dealer manager for the offer and Global Bondholder Services Corporation as information agent. The filing noted that holders who have previously and validly tendered securities do not need to re-tender to be eligible to receive the consideration. The offer remains subject to all remaining conditions being satisfied or waived at or prior to the expiration time, and the company retains the right to further increase or decrease the Maximum Tender Amount in its sole discretion.

What Was Disclosed

HSBC Holdings plc disclosed via Form 6-K that it has satisfied the New Issue Condition in its tender offer for up to $1,500,000,000 of its 6.000% Perpetual Subordinated Contingent Convertible Securities at a purchase price of 100.50%, with the offer expiring 19 November 2026 and settlement expected 24 November 2026.