Inter-American Dev - Issue of Debt

Bank of Nova Scotia

17/07/2025 07:00

RNS Number : 3934R

Inter-American Development Bank

16 July 2025

 

 

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No.: 1000

 

U.S.$3,000,000,000 4.375 percent Notes due July 16, 2035 (the "Notes")

Issue Price:  99.113 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

 

Deutsche Bank

Nomura

TD Securities

Wells Fargo Securities

 

Barclays

BMO Capital Markets

BNP Paribas

BofA Securities

Citigroup

HSBC

J.P. Morgan

Morgan Stanley

National Bank of Canada Financial Markets

Scotiabank

 

 

 

 

The date of this Pricing Supplement is July 14, 2025.

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 prospectus for the purposes of Part VI of the United Kingdom ("UK") Financial Services and Markets Act 2000 or a base prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") or the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA")).  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 / Retail investors, 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.:
1000
2.
Aggregate Principal Amount:
U.S.$3,000,000,000
3.
Issue Price:
U.S.$2,973,390,000 which is 99.113 percent of the Aggregate Principal Amount
4.
Issue Date:
July 16, 2025
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 and Zero Coupon):

 July 16, 2035
11.
Interest Basis
 (Condition 5):

 Fixed Interest Rate (Condition 5(I))
12.
Interest Commencement Date
 (Condition 5(III)):

 Issue Date (July 16, 2025)
13.
Fixed Interest Rate (Condition 5(I)):
(a) Interest Rate:
4.375 percent per annum
(b) Fixed Rate Interest Payment Date(s):
Semi-annually in arrear on January 16 and July 16 in each year, commencing on January 16, 2026, up to and including the Maturity Date.
Each Fixed Rate Interest Payment Date is subject to the Business Day Convention, but with no adjustment to the amount of interest otherwise calculated.
(c)  Business Day Convention:
Following Business Day Convention
(d) Fixed Rate Day Count Fraction(s):
30/360
14.
Relevant Financial Center:
New York
15.
Relevant Business Day:
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

 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
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
(b) Lead Managers:
Deutsche Bank AG, London Branch
Nomura International plc
The Toronto-Dominion Bank
Wells Fargo Securities, LLC
5.
Commissions and Concessions:
0.175 percent of the Aggregate Principal Amount
6.
Estimated Total Expenses:
The Lead Managers have agreed to pay for all material expenses related to the issuance of the Notes, except the Issuer will pay for the London Stock Exchange listing fees, if applicable.
7.
Codes:
(a) Common Code:
312354209
(b) ISIN:
US4581X0EW42
(c) CUSIP:
4581X0EW4

 

8.
Identity of Managers:
Deutsche Bank AG, London Branch
Nomura International plc
The Toronto-Dominion Bank
Wells Fargo Securities, LLC
Barclays Bank PLC
BMO Capital Markets Corp.
BNP PARIBAS
Citigroup Global Markets Limited
HSBC Bank plc
J.P. Morgan Securities plc
Merrill Lynch International
Morgan Stanley & Co. International plc
National Bank of Canada Financial Inc.
The Bank of Nova Scotia, London Branch
9.
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 (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) Singapore:
Each of the Managers 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
(d) General:
"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).
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.

 

General Information

 

Additional Information Regarding the Notes

1.         Use of Proceeds

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 Bank's mission is to improve lives in Latin America and the Caribbean countries by contributing to the acceleration of the process of economic and social development and by supporting efforts to reduce poverty and inequality in a sustainable, climate friendly way. 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 net proceeds from the sale of the Notes will be included in the ordinary capital resources of the Bank, used in its ordinary operations, and will not be committed or earmarked for lending to, or financing of, any specific loans, projects, or programs.

            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 Information Statement).

2.         Additional Investment Considerations

            Although the net proceeds from the sale of the Notes will be included in the ordinary capital resources of the Bank, used in its ordinary operations, the Notes may not satisfy an investor's requirements if the investor seeks to invest in assets with certain sustainability characteristics.  No assurance is or can be given to investors that the use of proceeds will satisfy, whether in whole or in part, any present or future investor expectations or requirements regarding any investment criteria or guidelines applicable to any investor or its investments.  In addition, no assurance is or can be given to investors that any projects undertaken by the Bank will meet any or all investor expectations regarding "sustainable" or other equivalently-labelled performance objectives or that any adverse environmental, social and/or other impacts will not occur during the implementation by the borrower or any other implementing entity of any projects. Furthermore, it should be noted that there is currently no clearly-defined definition (legal, regulatory or otherwise) of, nor market consensus as to what constitutes, a "sustainable" or an equivalently-labelled project or as to what precise attributes are required for a particular project to be defined as "sustainable" or such other equivalent label and if developed in the future, Notes may not comply with any such definition or label. 

 

There can be no assurance that the net proceeds from the sale of any particular tranche of Notes will be totally or partially disbursed for any projects undertaken by the Bank within the term of such Notes.  Not all projects undertaken by the Bank will be completed within the specified period or with the results or outcome as originally expected or anticipated by the Bank and some planned projects might not be completed at all.  Each potential purchaser of the Notes should determine for itself the relevance of the information contained in this Prospectus regarding the use of proceeds and its purchase of the Notes should be based upon such investigation as it deems necessary.

 

3.         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 / Retail investors, 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, professional clients and retail clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes are appropriate, including investment advice, portfolio management, non-advised sales and pure execution services. 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, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.

For the purposes of this provision, the expression "EU manufacturer" means Deutsche Bank AG, London Branch, and the expression "MiFID II" means Directive 2014/65/EU, as amended.

            UK MiFIR product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of each 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 retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA, 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, including investment advice, portfolio management, non-advised sales and pure execution services. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the UK manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels, subject to the distributor's suitability and appropriateness obligations under COBS, as applicable.

 

            For the purposes of this provision, (i) the expression "UK manufacturers" means Deutsche Bank AG, London Branch, Nomura International plc, and The Toronto-Dominion Bank (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 EUWA, and (iv) the expression "UK MiFIR Product Governance Rules" means the FCA Handbook Product Intervention and Product Governance Sourcebook.

 

 

INTER-AMERICAN DEVELOPMENT BANK

 

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