HSBC Launches $1B Cash Tender Offer for 6.000% Perpetual Subordinated CoCos

Transaction Overview

On November 5, 2026, HSBC Holdings plc filed Schedule TO-I announcing 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 (Callable May 22, 2027 and Every Five Years Thereafter) (CUSIP: 404280 BL2 / ISIN: US404280BL25).

Key Terms & Structure

• Target Securities: 6.000% Perpetual Subordinated Contingent Convertible Securities.
• Aggregate Outstanding Amount: $3,000,000,000 as of November 5, 2026.
• Maximum Offer Amount: Up to $1,000,000,000 aggregate principal amount (representing up to one-third of the outstanding issuance).
• Source of Funds: Cash on hand.
• Treatment of Acquired Securities: Any securities accepted and purchased pursuant to the offer will be canceled following settlement.

Affiliate Ownership & Trading Disclosures

• As of November 4, 2026, HSBC Bank plc (a direct wholly-owned subsidiary) beneficially owns $12,070,000 in aggregate principal amount (0.4% of outstanding securities) and may or may not participate in the offer.
• Aside from ordinary market-making transactions disclosed over the past 60 days by HSBC Bank plc, no other directors, executive officers, or affiliates hold or have traded the subject securities.

Strategic Implications

This liability management exercise allows HSBC to proactively retire high-coupon Additional Tier 1 / contingent convertible debt ahead of its May 2027 first call date, utilizing surplus liquidity to reduce interest expense and optimize its regulatory capital base.