REG - Inter-American Dev - Issue of Debt

Bank Of New York MellonAnnouncement

06/04/2020 08:05

RNS Number : 8085I
  
Inter-American Development Bank
  
03 April 2020
  
 

 
 
 
 
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 746
 
U.S.$2,000,000,000 0.875 percent Notes due April 3, 2025
Issue Price:  99.951 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

Regulated Market
 
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
J.P. Morgan
 
 
 
The date of this Pricing Supplement is April 1, 2020.
 
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 January 8, 2001 (the "Prospectus") (which for the avoidance of doubt does not constitute a prospectus for the purposes of Part VI of the United Kingdom Financial Services and Markets Act 2000 or a base prospectus for the purposes of Regulation (EU) 2017/1129).  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 product governance / Retail investors, professional investors and ECPs target market - See "General Information-Additional Information Regarding the Notes-Matters relating to MiFID II" 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.  These are the only terms which form part of the form of Notes for such issue.  The master fiscal agency agreement, dated as of December 7, 1962, as amended and supplemented from time to time, between the Bank and the Federal Reserve Bank of New York, as fiscal and paying agent, has been superseded by the Uniform Fiscal Agency Agreement, dated as of July 20, 2006 (the "New Fiscal Agency Agreement"), as may be amended, restated, superseded or otherwise modified from time to time, between the Bank and the Federal Reserve Bank of New York, as fiscal and paying agent.  All references to the "Fiscal Agency Agreement" under the heading "Terms and Conditions of the Notes" and elsewhere in the Prospectus shall be deemed references to the New Fiscal Agency Agreement.




1.      


Series No.:


746




2.      


Aggregate Principal Amount:


U.S.$2,000,000,000




3.      


Issue Price:


U.S.$1,999,020,000 which is 99.951 percent of the Aggregate Principal Amount




4.      


Issue Date:


April 3, 2020




5.      


Form of Notes

(Condition 1(a)):




Book-entry only (not exchangeable for Definitive Fed Registered Notes, Conditions 1(a) and 2(b) notwithstanding)




6.      


Authorized Denomination(s)

(Condition 1(b)):




U.S.$1,000 and integral multiples thereof




7.      


Specified Currency

(Condition 1(d)):




United States Dollars (U.S.$) being the lawful currency of the United States of America




8.      


Specified Principal Payment Currency

(Conditions 1(d) and 7(h)):






U.S.$




9.      


Specified Interest Payment Currency

(Conditions 1(d) and 7(h)):




U.S.$




10.    


Maturity Date

(Condition 6(a); Fixed Interest Rate):




April 3, 2025




11.    


Interest Basis

(Condition 5):




Fixed Interest Rate (Condition 5(I))




12.    


Interest Commencement Date

(Condition 5(III)):




Issue Date (April 3, 2020)




13.    


Fixed Interest Rate (Condition 5(I)):
(a)        Interest Rate:








0.875 percent per annum




 


(b)        Fixed Rate Interest Payment Date(s):


 
Semi-annually in arrear on April 3 and October 3 in each year, commencing on October 3, 2020.
 
Each Interest Payment Date is subject to adjustment in accordance with the Following Business Day Convention with no adjustment to the amount of interest otherwise calculated.
 




 


(c)        Fixed Rate Day Count Fraction(s):


 
30/360




14.    


Relevant Financial Center:


New York




15.    


Relevant Business Days:


New York




16.    


Issuer's Optional Redemption (Condition 6(e)):




No




17.    


Redemption at the Option of the Noteholders (Condition 6(f)):




No




18.    


Governing Law:


New York




19.    


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:


Each of the Managers represents and agrees that it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom.




 


(c)        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, each of the Managers 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.




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 Regulated Market 




2.      


Details of Clearance System Approved by the Bank and the

Global Agent and Clearance and

Settlement Procedures:


 
 
Federal Reserve Bank of New York; Euroclear Bank SA/NV; Clearstream Banking S.A.




3.      


Syndicated:


Yes




4.      


If Syndicated:


 




 


(a)        Liability:


Several and not joint




 


(b)        Joint Lead Managers:


Crédit Agricole
   Corporate and Investment Bank
Deutsche Bank AG, London Branch
Goldman Sachs International
J.P. Morgan Securities plc
 




5.      


Commissions and Concessions:


0.125 percent of the Aggregate Principal Amount




6.      


Estimated Total Expenses:


None.  The Joint Lead Managers have agreed to pay for certain expenses related to the issuance of the Notes.




7.      


Codes:


 




 


(a)        Common Code:


215234061




 


(b)        ISIN:


US4581X0DL95




 


(c)        CUSIP:


4581X0DL9




8.      


Identity of Joint Lead Managers:


Crédit Agricole
   Corporate and Investment Bank
Deutsche Bank AG, London Branch
Goldman Sachs International
J.P. Morgan Securities plc




 
General Information 
Additional Information Regarding the Notes
1.         The language set out under the heading "Use of Proceeds" in the Prospectus shall be deleted in its entirety and replaced by the following:
"The net proceeds from the sale of the Notes will be included in the ordinary capital resources of the Bank and, will not be committed or earmarked for lending to, or financing of, any specific loans, projects or programs.  The Bank, in partnership with its member countries, works to reduce poverty and inequalities in Latin America and the Caribbean by promoting economic and social development in a sustainable, climate friendly way.
The Bank's strategic priorities include social inclusion and equality, productivity and innovation and economic integration along with three cross-cutting issues: gender equality and diversity, climate change and environmental sustainability, and institutional capacity and the rule of law.  Each strategic priority of the Bank aligns to at least one of the United Nations Sustainable Development Goals ("SDGs"), with all goals covered within the Bank's institutional strategy, which may be adapted from time to time should the United Nations SDGs definition evolve.
All projects undertaken by the Bank go through the Bank's rigorous sustainability framework. The framework tracks measurable results, adherence to lending targets and the effectiveness of its environmental and social safeguards. The Bank's administrative and operating expenses are currently covered entirely by the Bank's various sources of revenue, consisting primarily of net interest margin and investment income (as more fully described in the Bank's Information Statement)."
2.         Matters relating to MiFID II 
The Bank does not fall under the scope of application of the MiFID II regime.  Consequently, the Bank does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of MiFID II.
MiFID II product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of the manufacturers' 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, professional clients and retail 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 manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels.
For the purposes of this provision, the expression MiFID II means Directive 2014/65/EU, as amended.
3.         United States Federal Income Tax Matters
The following supplements the discussion under the "Tax Matters" section of the Prospectus regarding the United States 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 United States federal, state, and local tax laws, non-U.S. tax laws and possible changes in tax laws.
Upon a sale or retirement of the Notes, a United States holder will generally recognize capital gain or loss equal to the difference, if any, between (i) the amount realized on the sale or retirement (other than amounts attributable to accrued but unpaid interest, which would be treated as such) and (ii) the United States holder's adjusted tax basis in the Notes.  A United States holder's adjusted tax basis in the Notes generally will equal the cost of the Notes to the United States holder.  Capital gain of individual taxpayers from the sale or retirement of Notes held for more than one year may be eligible for reduced rates of taxation.  The deductibility of a capital loss is subject to significant limitations.
Due to a change in law since the date of the Prospectus, the second paragraph of "-Payments of Interest" under the "United States Holders" section should be updated to read as follows: "Interest paid by the Bank on the Notes constitutes income from sources outside the United States and will generally be "passive" income for purposes of computing the foreign tax credit."
Information with Respect to Foreign Financial Assets. Owners of "specified foreign financial assets" with an aggregate value in excess of U.S.$50,000 (and in some circumstances, a higher threshold) may be required to file an information report with respect to such assets with their tax returns.  "Specified foreign financial assets" may include financial accounts maintained by foreign financial institutions, as well as the following, but only if they are held for investment and not held in accounts maintained by financial institutions:  (i) stocks and securities issued by non-United States persons, (ii) financial instruments and contracts that have non-United States issuers or counterparties, and (iii) interests in foreign entities.  Holders are urged to consult their tax advisors regarding the application of this reporting requirement to their ownership of the Notes.
Medicare Tax. A United States holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax (the "Medicare tax") on the lesser of (1) the United States holder's "net investment income" (or "undistributed net investment income" in the case of an estate or trust) for the relevant taxable year and (2) the excess of the United States holder's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between U.S.$125,000 and U.S.$250,000, depending on the individual's circumstances).  A holder's net investment income will generally include its interest income and its net gains from the disposition of Notes, unless such interest income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities).  United States holders that are individuals, estates or trusts are urged to consult their tax advisors regarding the applicability of the Medicare tax to their income and gains in respect of their investment in the Notes.
 
INTER-AMERICAN DEVELOPMENT BANK
 


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