HSBC Holdings plc (HSBA) has announced an increase to the maximum tender amount of its cash tender offer for its outstanding 6.000% Perpetual Subordinated Contingent Convertible Securities, raising the cap from $1,000,000,000 to $1,500,000,000. The offer, originally launched on 5 November 2026, targets securities with a first optional redemption date of 22 May 2027 and a total outstanding principal amount of $3,000,000,000. The move forms part of HSBC's proactive management of its Tier 1 capital base, with the offer set to expire at 5:00 p.m. New York City time on 19 November 2026.

Key Points

  • HSBC Holdings plc (HSBA), headquartered in London, serving customers in 56 countries with assets of US$3,445bn at 30 September 2026
  • Maximum tender amount increased from $1,000,000,000 to $1,500,000,000 for its 6.000% Perpetual Subordinated CoCo Securities
  • Purchase price set at 100.50% of principal; settlement date expected 24 November 2026; offer expires 19 November 2026
  • Investors should watch whether HSBC's concurrent $1,500,000,000 7.625% Perpetual Subordinated CoCo new issuance closes successfully, as the offer is conditional on it

HSBC Increases CoCo Tender Offer Cap to $1.5bn as Part of Tier 1 Capital Management

The announcement states that HSBC Holdings plc has increased the maximum aggregate principal amount it is prepared to repurchase under the offer from $1,000,000,000 to $1,500,000,000. The securities in question are 6.000% Perpetual Subordinated Contingent Convertible Securities, callable from 22 May 2027, with $3,000,000,000 outstanding. The company has stated explicitly that the offer is being undertaken to proactively manage its Tier 1 capital base. HSBC retains the right in its sole discretion to further increase or decrease the maximum tender amount, and the offer is not conditioned upon any minimum level of participation.

Purchase Price, Settlement Terms and Accrued Interest for Tendering Holders

Holders whose securities are accepted will receive $1,005.00 per $1,000.00 of principal amount tendered, representing a purchase price of 100.50% of par. In addition, accepted holders will receive a cash amount equal to accrued and unpaid interest from the last interest payment date up to, but not including, the settlement date of 24 November 2026. Securities may only be tendered in a minimum aggregate principal amount of $200,000, in integral multiples of $1,000 above that threshold, and holders tendering less than all of their securities must retain at least $200,000 in principal amount. All accepted securities will be cancelled and retired upon settlement.

New $1.5bn 7.625% CoCo Issuance Priced as Concurrent Refinancing Transaction

The announcement discloses that on 5 November 2026, HSBC priced a new issuance of $1,500,000,000 7.625% Perpetual Subordinated Contingent Convertible Securities. Completion of the tender offer is expressly conditioned on the successful closing of this new issuance on terms and conditions reasonably satisfactory to HSBC. The offer is expected to be financed with cash on hand. HSBC Bank plc has been retained as dealer manager, while Global Bondholder Services Corporation is acting as information agent for the transaction.

Key Deadlines and Withdrawal Rights for Existing Securities Holders

Holders who have already validly tendered their securities do not need to re-tender following the increase to the maximum tender amount. Securities may be validly withdrawn at any time up to and including the expiration time of 5:00 p.m. New York City time on 19 November 2026, but not thereafter, unless the offer is extended or earlier terminated. Investors holding their securities through brokers, custodians or other intermediaries should note that such intermediaries may impose earlier internal deadlines for receiving instructions than those stated in the offer to purchase documentation.