REG - Inter-American Dev - Issue of Debt
08/05/2026 19:30
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RNS Number : 6789D Inter-American Development Bank 08 May 2026
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 1067
PEN 175,000,000 5.50 percent Notes due May 8, 2031 (the "Notes")
Payable in United States Dollars
Issue Price: 100.00 percent
Application has been made for the Notes to be admitted to the
Official List of the Financial Conduct Authority and
to trading on the London Stock Exchange plc's
UK Regulated Market
BofA Securities
The date of this Pricing Supplement is May 6, 2026
Terms used herein shall be deemed to be defined as such for the purposes of
the Terms and Conditions (the "Conditions") set forth in the Prospectus dated
July 28, 2020 (the "Prospectus") (which for the avoidance of doubt does not
constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 (as
amended, the "Prospectus Regulation"), the Public Offers and Admissions to
Trading Regulations 2024, or the Prospectus Rules: Admission to Trading on a
Regulated Market sourcebook). This Pricing Supplement must be read in
conjunction with the Prospectus. This document is issued to give details of
an issue by the Inter-American Development Bank (the "Bank") under its Global
Debt Program and to provide information supplemental to the Prospectus.
Complete information in respect of the Bank and this offer of the Notes is
only available on the basis of the combination of this Pricing Supplement and
the Prospectus.
MiFID II and UK MiFIR product governance / Professional investors and ECPs
target market - See "General Information-Additional Information Regarding the
Notes-Matters relating to MiFID II and UK MiFIR" below.
Terms and Conditions
The following items under this heading "Terms and Conditions" are the
particular terms which relate to the issue the subject of this Pricing
Supplement. Together with the applicable Conditions (as defined above),
which are expressly incorporated hereto, these are the only terms that form
part of the form of Notes for such issue.
1. Series No.: 1067
2. Aggregate Principal Amount: PEN 175,000,000
3. Issue Price: PEN 175,000,000, which is 100.00 percent of the Aggregate Principal Amount
The Issue Price will be payable in USD in the amount of USD 50,417,747.05 at
the agreed rate of PEN 3.471 per one USD.
4. Issue Date: May 8, 2026
5. Form of Notes
(Condition 1(a)):
Registered only, as further provided in paragraph 8(c) of "Other Relevant
Terms" below.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)):
PEN 10,000
8. Specified Currency Peruvian Sol ("PEN"), the lawful currency of the Republic of Peru, provided
(Condition 1(d)): that all payments in respect of the Notes will be made in United States
Dollars ("USD")
9. Specified Principal Payment Currency USD
(Conditions 1(d) and 7(h)):
10. Specified Interest Payment Currency USD
(Conditions 1(d) and 7(h)):
11. Maturity Date
(Condition 6(a); Fixed Interest Rate):
May 8, 2031
The Maturity Date is subject to the Business Day Convention, but with no
adjustment to the amount of interest otherwise calculated. Further, the date
of payment in respect of the Maturity Date is subject to postponement if any
of the Applicable Disruption Fallbacks apply, with no adjustment to the amount
of interest otherwise calculated.
12. Interest Basis
(Condition 5):
Fixed Interest Rate (Condition 5(I))
13. Interest Commencement Date (Condition 5(III)):
Issue Date (May 8, 2026)
14. Fixed Interest Rate (Condition 5(I)):
(a) Interest Rate: 5.50 percent per annum
(b) Fixed Rate Interest Payment Date(s):
Annually on May 8 in each year, commencing on May 8, 2027 and ending on the
Maturity Date.
Each Fixed Rate Interest Payment Date is subject to the Business Day
Convention with no adjustment to the amount of interest otherwise calculated.
Further, the date of payment in respect of each Fixed Rate Interest Payment
Date is subject to postponement if any of the Applicable Disruption Fallbacks
apply, with no adjustment to the amount of interest otherwise calculated.
Calculation of Interest Amount:
For the purposes of the calculation of the Interest Amount payable for any
Interest Period, there shall be no adjustment pursuant to the Business Day
Convention.
As soon as practicable and in accordance with the procedure specified herein,
the Calculation Agent will determine the Reference Rate (as defined below) and
calculate the Interest Amount with respect to each minimum Authorized
Denomination for the relevant Interest Period.
The Interest Amount with respect to any Interest Period shall be a USD amount
calculated using the Reference Rate determined as of the relevant Rate Fixing
Date (as defined below) as follows:
PEN 550 per minimum Authorized Denomination
divided by
the Reference Rate
(and rounding, if necessary, the entire resulting figure to the nearest two
decimal places, with USD 0.005 being rounded upwards).
"Lima Business Day" means a day (other than a Saturday or a Sunday) on which
banks and foreign exchange markets are open for business in Lima.
"PEN Interbank Ave (PEN05) Rate" means, in respect of a Rate Fixing Date, the
PEN/USD average exchange rate in the interbank market, expressed as the amount
of PEN per one USD, for settlement on the same day, reported by the Banco
Central de Reserva del Peru (www.bcrp.gob.pe) as the "Tipo de Cambio
Interbancario Promedio" at approximately 2:00 p.m., Lima time, and published
on the Bloomberg page "PEN SBSP Curncy", on such date.
"Rate Fixing Date" for any Interest Payment Date or the Maturity Date or date
on which an amount is payable means the fifth Fixing Business Day prior to
such date.
"Reference Rate" means, in respect of a Rate Fixing Date:
(a) the PEN/USD exchange rate, expressed as the amount of PEN per one USD
determined by the Calculation Agent on the first Lima Business Day following
the relevant Rate Fixing Date by reference to the applicable PEN Interbank Ave
(PEN05) Rate; or
(b) if the PEN Interbank Ave (PEN05) Rate is not available for any reason, as
reported by the Banco Central de reserve del Peru (www.bcrp.gob.pe) as the
"Tipo de Cambio Interbancario Promedio" at approximately 2:00 p.m., Lima time,
and published on the Bloomberg page "PEN SBSP Curncy", on such Rate Fixing
Date, the Calculation Agent shall determine that a "Price Source Disruption
Event" has occurred, and shall promptly inform the Bank, the Noteholders and
the Global Agent of such occurrence. For the purposes of obtaining a
Reference Rate, the Applicable Disruption Fallbacks will apply.
"Fixing Business Day" means a day (other than a Saturday or a Sunday) on which
banks and foreign exchange markets are open for business in London, New York
and Lima.
Applicable Disruption Fallbacks (in order of application):
1. Valuation Postponement. For purposes of obtaining a Reference Rate, the
Reference Rate will be determined on the Business Day first succeeding the day
on which the Price Source Disruption ceases to exist, unless the Price Source
Disruption continues to exist (measured from the date, that, but for the
occurrence of the Price Source Disruption, would have been the Rate Fixing
Date) for a consecutive number of calendar days equal to the Maximum Days of
Postponement. In such event, the Reference Rate will be determined on the
next Business Day after the Maximum Days of Postponement in accordance with
the next Applicable Disruption Fallback.
2. Calculation Agent Determination of the Reference Rate. For purposes of
obtaining a Reference Rate, the Calculation Agent will determine the Reference
Rate (or a method for determining the Reference Rate) in its sole discretion,
acting in good faith and in a commercially reasonable manner.
Notwithstanding anything herein to the contrary, in no event shall the total
number of consecutive calendar days during which either (i) valuation is
deferred due to an Unscheduled Holiday, or (ii) a Valuation Postponement shall
occur (or any combination of (i) and (ii)), exceed 30 consecutive calendar
days in the aggregate. Accordingly, (x) if, upon the lapse of any such 30
day period, an Unscheduled Holiday shall have occurred or be continuing on the
day following such period, then such day shall be deemed to be a Rate Fixing
Date, and (y) if, upon the lapse of any such 30 day period, a Price Source
Disruption shall have occurred or be continuing on the day following such
period, then the Valuation Postponement shall not apply and the Reference Rate
shall be determined in accordance with the next Applicable Disruption Fallback
(i.e., Calculation Agent Determination of the Reference Rate).
"Maximum Days of Postponement" means 30 calendar days.
"Unscheduled Holiday" means a day that is not a Business Day and the market
was not aware of such fact (by means of a public announcement or by reference
to other publicly available information) until a time later than 9:00 a.m.
local time in Lima two Business Days prior to the relevant Rate Fixing Date.
(c) Business Day Convention: Modified Following Business Day Convention
(d) Fixed Rate Day Count Fraction(s):
Actual/Actual (ICMA)
(e) Calculation Agent: Bank of America, N.A.
15. Relevant Financial Center: London, New York and Lima
16. Relevant Business Days: London, New York, and Lima
17. Redemption Amount (Condition 6(a)):
The Redemption Amount with respect to each minimum Authorized Denomination
will be a USD amount calculated by the Calculation Agent as of the Rate Fixing
Date with respect to the Maturity Date as follows:
minimum Authorized Denomination
divided by
the Reference Rate
(and rounding, if necessary, the entire resulting figure to the nearest 2
decimal places, with USD 0.005 being rounded upwards).
Payment of the Redemption Amount will occur on the Maturity Date, as may be
postponed pursuant to paragraph 11 above.
18. Issuer's Optional Redemption (Condition 6(e)):
No
19. Redemption at the Option of the Noteholders (Condition 6(f)):
No
20. Early Redemption Amount (including accrued interest, if applicable) (Condition
9):
In the event of any Note becoming due and payable prior to the Maturity Date
in accordance with Condition 9 (Default), the Early Redemption Amount with
respect to each minimum Authorized Denomination will be a USD amount equal to
the Redemption Amount that is determined in accordance with "17. Redemption
Amount (Condition 6(a))" plus accrued and unpaid interest, if any, as
determined in accordance with "14. Fixed Interest Rate (Condition 5(I))";
provided, that for purposes of such determination, the "Rate Fixing Date"
shall be the date that is five (5) Fixing Business Days prior to the date upon
which the Notes become due and payable as provided in Condition 9 (Default).
21. Governing Law: New York
Other Relevant Terms
1. Listing: Application has been made for the Notes to be admitted to the Official List of
the Financial Conduct Authority and to trading on the London Stock Exchange
plc's UK Regulated Market with effect from the Issue Date
2. Details of Clearance System Approved by the Bank and the
Global Agent and Clearance and
Settlement Procedures:
Euroclear Bank SA/NV and/or Clearstream Banking S.A.
3. Syndicated: No
4. Commissions and Concessions: No commissions or concessions are payable in respect of the Notes. An
affiliate of the Dealer has arranged a swap with the Bank in connection with
this transaction and will receive amounts thereunder that may comprise
compensation.
5. Estimated Total Expenses: The Dealer has agreed to pay for all material expenses related to the issuance
of the Notes, except the Bank will pay for the London Stock Exchange listing
fees, if applicable.
6. Codes:
(a) ISIN: XS3363464366
(b) Common Code: 336346436
7. Identity of Dealer: Merrill Lynch International
8. Provisions for Registered Notes:
(a) Individual Definitive Registered Notes Available on Issue Date:
No
(b) DTC Global Note(s): No
(c) Other Registered Global Notes:
Yes, issued in accordance with the Amended and Restated Global Agency
Agreement, dated as of July 28, 2020, as may be amended from time to time,
between the Bank, Citibank, N.A., London Branch as Global Agent, and the other
parties thereto.
9. Intended to be held in a manner which would allow Eurosystem eligibility:
Not Applicable
10. Selling Restrictions:
(a) United States:
Under the provisions of Section 11(a) of the Inter-American Development Bank
Act, the Notes are exempted securities within the meaning of Section 3(a)(2)
of the U.S. Securities Act of 1933, as amended, and Section 3(a)(12) of the
U.S. Securities Exchange Act of 1934, as amended.
(b) United Kingdom: The Dealer represents and agrees that (a) it has only communicated or caused
to be communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning
of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA"))
received by it in connection with the issue or sale of the Notes in
circumstances in which Section 21(1) of the FSMA does not apply to the Bank,
and (b) it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to such Notes in, from or
otherwise involving the UK.
(c) Republic of Peru: The Dealer acknowledges that: The Notes shall not be subject to a public
offering in Peru. The Notes, the Prospectus and the Pricing Supplement in
respect of the Notes have not been and will not be registered with or approved
by the Peruvian Superintendency of Capital Markets (Superintendencia del
Mercado de Valores or the "SMV") or the Lima Stock Exchange (Bolsa de Valores
de Lima or the "BVL").
The Prospectus, this Pricing Supplement and other offering materials relating
to the offering of the Notes are being supplied only to those institutional
investors in Peru (as defined by Peruvian law) who have expressly requested
them. Such materials may not be distributed to any person or entity other than
the intended recipients. Accordingly, the Notes cannot be offered or sold in
Peru, except if (i) such Notes, the Prospectus and this Pricing Supplement
were previously registered with the SMV, or (ii) such offering is considered a
private offering under the Peruvian Securities Market Law (Ley del Mercado de
Valores) or any other applicable Peruvian regulations. No offer or invitation
to subscribe for or sell the Notes or beneficial interests therein can be made
in Peru, except in compliance with the securities laws and regulations
thereof. The SMV in Peru has not reviewed, authorized or approved any offering
documentation, marketing materials or information relating to the securities.
Accordingly, the SMV has no legal authority to receive, consider or adjudicate
any complaints, claims or disputes arising out of or in connection with such
securities. Any dispute, claim or controversy arising out of or in connection
with such securities shall be resolved exclusively in accordance with the
judicial or arbitral mechanisms agreed upon in the relevant contractual or
transaction documents, and not through administrative proceedings before the
SMV. Foreign issuers and securities offered on a cross‑border basis are not
subject to ongoing disclosure obligations in Peru (Hechos de Importancia)
under applicable Peruvian securities regulations.
(d) Singapore: The Dealer represents, warrants and agrees, that it has not offered or sold
any Notes or caused the Notes to be made the subject of an invitation for
subscription or purchase and will not offer or sell any Notes or cause the
Notes to be made the subject of an invitation for subscription or purchase,
and has not circulated or distributed, nor will it circulate or distribute the
Prospectus, this Pricing Supplement or any other document or material in
connection with the offer or sale, or invitation for subscription or purchase,
of the Notes, whether directly or indirectly, to any person in Singapore other
than: (i) to an institutional investor (as defined in Section 4A of the SFA)
pursuant to Section 274 of the SFA or (ii) to an accredited investor (as
defined in Section 4A of the SFA) pursuant to and in accordance with the
conditions specified in Section 275 of the SFA and (where applicable)
Regulation 3 of the Securities and Futures (Classes of Investors) Regulations
2018 of Singapore.
Investors should note that there may be restrictions on the secondary sale of
the Notes under Section 276 of the SFA.
Any reference to the SFA is a reference to the Securities and Futures Act 2001
of Singapore and a reference to any term that is defined in the SFA or any
provision in the SFA is a reference to that term or provision as amended or
modified from time to time including by such of its subsidiary legislation as
may be applicable at the relevant time.
In the case of the Notes being offered into Singapore in a primary or
subsequent distribution, and solely for the purposes of its obligations
pursuant to Section 309B of the SFA, the Issuer has determined, and hereby
notifies all relevant persons (as defined in Section 309A of the SFA) that the
Notes are "prescribed capital markets products" (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
(e) General: No action has been or will be taken by the Issuer that would permit a public
offering of the Notes, or possession or distribution of any offering material
relating to the Notes in any jurisdiction where action for that purpose is
required. Accordingly, the Dealer agrees that it will observe all applicable
provisions of law in each jurisdiction in or from which it may offer or sell
Notes or distribute any offering material.
General Information
Additional Information Regarding the Notes
1. Matters relating to MiFID II and UK MiFIR
The Bank does not fall under the scope of application
of either the MiFID II or the UK MiFIR regime. Consequently, the Bank does
not qualify as an "investment firm", "manufacturer" or "distributor" for the
purposes of MiFID II or UK MiFIR.
MiFID II product governance / Professional investors
and ECPs target market - Solely for the purposes of the EU manufacturer's
product approval process, the target market assessment in respect of the Notes
has led to the conclusion that: (i) the target market for the Notes is
eligible counterparties and professional clients, each as defined in MiFID II;
and (ii) all channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the EU manufacturer's target
market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the EU manufacturer's target market assessment)
and determining appropriate distribution channels.
For the purposes of this provision, the expression "EU
manufacturer" means the Dealer and the expression "MiFID II" means Directive
2014/65/EU, as amended.
UK MiFIR product governance / Professional investors
and ECPs target market - Solely for the purposes of the UK manufacturer's
product approval process, the target market assessment in respect of the Notes
has led to the conclusion that: (i) the target market for the Notes is
eligible counterparties, as defined in COBS, and professional clients, as
defined in UK MiFIR; and (ii) all channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the UK manufacturer's
target market assessment; however, a distributor subject to the UK MiFIR
Product Governance Rules is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the UK
manufacturer's target market assessment) and determining appropriate
distribution channels.
For the purposes of this provision, (i) the expression
"UK manufacturer" means the Dealer, (ii) the expression "COBS" means the FCA
Handbook Conduct of Business Sourcebook, (iii) the expression "UK MiFIR" means
Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal Act), 2018, as amended, and (iv) the expression
"UK MiFIR Product Governance Rules" means the FCA Handbook Product
Intervention and Product Governance Sourcebook.
2. United States Federal Income Tax Matters
The following supplements the discussion under the "Tax
Matters" section of the Prospectus regarding the U.S. federal income tax
treatment of the Notes, and is subject to the limitations and exceptions set
forth therein. Any tax disclosure in the Prospectus or this Pricing
Supplement is of a general nature only, is not exhaustive of all possible tax
considerations and is not intended to be, and should not be construed to be,
legal, business or tax advice to any particular prospective investor. Each
prospective investor should consult its own tax advisor as to the particular
tax consequences to it of the acquisition, ownership, and disposition of the
Notes, including the effects of applicable U.S. federal, state, and local tax
laws and non-U.S. tax laws and possible changes in tax laws.
Because the Notes are denominated in PEN, a United
States holder of the Notes will generally be subject to special United States
federal income tax rules governing foreign currency transactions, as described
in the Prospectus in the last four paragraphs of "-Payments of Interest" under
the "United States Holders" section. Pursuant to such rules, a United States
holder should determine amounts received with respect to a Note (including
principal and interest) by reference to the U.S. dollar value of the PEN
amount of the payment, calculated at the currency exchange rate in effect on
the date of payment. The U.S. dollar amount that is actually received by the
United States holder may differ from the amount determined under the preceding
sentence, since the U.S. dollar amount of the payment will be determined by
reference to the PEN Interbank Ave (PEN05) Rate as of the relevant Rate Fixing
Date. Accordingly, a United States holder of the Notes may recognize United
States source foreign currency gain or loss in an amount equal to such
difference (in addition to any foreign currency gain or loss otherwise
recognized upon the receipt of an interest payment or a sale or retirement of
the Notes). The U.S. Internal Revenue Service could take the position,
however, that the amounts received by a United States holder in respect of a
Note should be equal to the U.S. dollar amount that is actually received by
the United States holder. Prospective United States holders of the Notes
should consult their tax advisors regarding these rules.
3. Additional Investment Considerations
There are significant risks associated with the Notes,
including but not limited to exchange rate risk, price risk and liquidity
risk. Investors should consult their own financial, legal, accounting and
tax advisors about the risks associated with an investment in these Notes, the
appropriate tools to analyze that investment, and the suitability of the
investment in each investor's particular circumstances.
Payment of each Interest Amount and the Redemption
Amount will be based on the Reference Rate, which is a measure of the rate of
exchange between the PEN and the USD. Currency exchange rates are volatile and
will affect the holder's return. In addition, the government of Peru can from
time to time intervene in the foreign exchange market. These interventions
or other governmental actions could adversely affect the value of the Notes,
as well as the yield (in USD terms) on the Notes and the amount payable at
maturity or upon acceleration. Even in the absence of governmental action
directly affecting currency exchange rates, political or economic developments
in Peru or elsewhere could lead to significant and sudden changes in the
exchange rate between the PEN and the USD.
The methodologies for determining the Reference Rate
may result in a Redemption Amount (or Early Redemption Amount, as the case may
be) of the Notes, or an Interest Amount on the Notes, being significantly less
than anticipated or less than what an alternative methodology for determining
the Reference Rate would yield.
The Bank may hedge its obligations under the Notes by
entering into a swap transaction with an affiliate of the Dealer as swap
counterparty. Assuming no change in market conditions or any other relevant
factors, the price, if any, at which the Dealer or another purchaser might be
willing to purchase Notes in a secondary market transaction is expected to be
lower, and could be substantially lower, than the original issue price of the
Notes. This is due to a number of factors, including that (i) the potential
profit to the secondary market purchaser of the Notes may be incorporated into
any offered price and (ii) the cost of funding used to value the Notes in the
secondary market is expected to be higher than our actual cost of funding
incurred in connection with the issuance of the Notes. In addition, the
original issue price of the Notes included, and secondary market prices are
likely to exclude, the projected profit that our swap counterparty or its
affiliates may realize in connection with this swap. Further, as a result of
dealer discounts, mark-ups or other transaction costs, any of which may be
significant, the original issue price may differ from values determined by
pricing models used by our swap counterparty or other potential purchasers of
the Notes in secondary market transactions.
The Notes offered by this Pricing Supplement are
complex financial instruments and may not be suitable for certain investors.
Investors intending to purchase the Notes should consult with their tax and
financial advisors to ensure that the intended purchase meets the investment
objective before making such purchase.
INTER-AMERICAN DEVELOPMENT BANK
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