Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Form 8-K Hsbc Finance, Series C Preferred HTML 19K
2: EX-3.01 Series C Preferred Certificate of Designations HTML 36K
(Former name or former address, if changed since last report)
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Item 3.02. Unregistered Sale of Equity Securities.
On November 30, 2010, HSBC Finance Corporation (the “Corporation”) issued and sold 1,000 shares of its newly-designated 8.625% Non-Cumulative Preferred Stock, Series C (the “Series C Preferred Stock”) to its parent, HSBC Investments (North America) Inc., for a cash purchase price of $1,000,000,000, which is equal to the liquidation preference of $1,000,000 per share. No underwriting discounts or commissions were given or paid in connection with the sale.
The Corporation sold the Series C Preferred Stock directly to HSBC Investments (North America) Inc., which owns 100 percent of the issued and outstanding common stock of the Corporation, pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.
On November 30, 2010, HSBC Finance amended its Amended and Restated Certificate of Incorporation by filing a Certificate of Designation, Preferences and Rights of 8.625% Non-Cumulative Preferred Stock, Series C (the “Certificate of Designation”) with the Secretary of State of the State of Delaware. The Certificate of Designation, as filed with the Secretary of State of the State of Delaware, is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
Certificate of Designation, Preferences and Rights of 8.625% Non-Cumulative Preferred Stock, Series C.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.