HSBC Holdings plc (HSBA), one of the world's largest banking and financial services organisations with assets of US$3,445bn as at 30 September 2026, announced on 5 November 2026 the launch of a cash tender offer to repurchase up to $1,000,000,000 in aggregate principal amount of its outstanding 6.000% Perpetual Subordinated Contingent Convertible Securities, callable from May 2027. The offer is part of HSBC's proactive management of its Tier 1 capital base and is expected to be financed with cash on hand. Investors will be watching closely given the concurrent planned issuance of new perpetual subordinated contingent convertible securities.

Key Points

  • HSBC Holdings plc (HSBA) — headquartered in London, serving customers in 56 countries and territories
  • HSBC is offering to repurchase up to $1bn of its $3bn outstanding 6.000% Perpetual Subordinated Contingent Convertible Securities at a purchase price of 100.50% of principal amount
  • The offer expires at 5:00 p.m. New York City time on 19 November 2026, with settlement expected on 24 November 2026; the offer is conditional on a successful new securities issuance closing at or before expiry
  • Investors should monitor whether the proposed new issuance of perpetual subordinated contingent convertible securities completes, as HSBC's obligation to settle the tender offer is contingent on that transaction

HSBC Offers $1,005 per $1,000 Principal to Repurchase Up to $1bn of AT1 Securities

HSBC Holdings has launched a cash tender offer to purchase up to $1,000,000,000 in aggregate principal amount of its 6.000% Perpetual Subordinated Contingent Convertible Securities, which carry a first optional redemption date of 22 May 2027. The total outstanding principal amount of the targeted securities stands at $3,000,000,000. Holders whose securities are accepted for purchase will receive $1,005.00 per $1,000.00 of principal tendered, representing a purchase price of 100.50%, plus accrued and unpaid interest up to but excluding the settlement date. Securities may be tendered in minimum amounts of $200,000, with multiples of $1,000 thereafter.

Offer Linked to Proposed New Perpetual Subordinated Contingent Convertible Issuance

HSBC's obligation to complete the tender offer is explicitly conditioned upon the successful closing of a proposed new issuance of one series of perpetual subordinated contingent convertible securities, described in the announcement as the "New Securities." The company has confirmed it expects to launch this proposed issuance on the same date as the tender offer, though no assurance has been given that it will be completed. HSBC retains the right to increase or decrease the $1bn maximum tender amount at its sole discretion, including following the pricing of the New Securities, adding a further variable for participating holders to consider.

Tier 1 Capital Management Drives HSBC's November 2026 Liability Exercise

The announcement states the offer is being undertaken to proactively manage HSBC's Tier 1 capital base, a standard objective for large global banks seeking to optimise the cost and structure of their regulatory capital instruments. All securities accepted in the offer will be cancelled and retired, reducing HSBC's outstanding AT1 obligations. HSBC Bank plc has been retained as dealer manager, with Global Bondholder Services Corporation acting as information agent. The offer is expected to be financed from existing cash on hand, according to the announcement, with no new external borrowing specifically identified for this purpose.

Key Dates and Conditions Holders Must Note Before the 19 November Deadline

The offer was launched on 5 November 2026 and is scheduled to expire at 5:00 p.m. New York City time on 19 November 2026, unless extended or terminated earlier. Settlement is expected on 24 November 2026. Holders may withdraw tendered securities at any time up to the expiration time. HSBC is headquartered in London and operates across 56 countries and territories globally. The tender offer statement will be filed with the US Securities and Exchange Commission, and full documentation is available via the SEC's EDGAR system. The offer is not subject to any minimum participation threshold.