REG - Inter-American Dev - Issue of Debt
28/01/2026 08:15
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RNS Number : 6314Q Inter-American Development Bank 27 January 2026
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 1020
BRL 450,000,000 12.00 percent Notes due January 27, 2031 (the "Notes")
Payable in United States Dollars
Issue Price: 100 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
BNP PARIBAS
The date of this Pricing Supplement is January 23, 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 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 product governance / 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. 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.: 1020
2. Aggregate Principal Amount: BRL 450,000,000
3. Issue Price: BRL 450,000,000, which is 100 percent of the Aggregate Principal Amount
The Issue Price will be payable in USD in the amount of USD 83,179,297.60.
4. Issue Date: January 27, 2026
5. Form of Notes Registered only
(Condition 1(a)):
6. New Global Note: No
7. Authorized Denomination(s) BRL 10,000
(Condition 1(b)):
8. Specified Currency Brazilian Real ("BRL"), the lawful currency of the Federative Republic of
(Condition 1(d)): Brazil, provided 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 and Zero Coupon):
January 27, 2031
The Maturity 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 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 Fixed Interest Rate (Condition 5(I))
(Condition 5):
13. Interest Commencement Date Issue Date (January 27, 2026)
(Condition 5(III)):
14. Fixed Interest Rate (Condition 5(I)):
(a) Interest Rate: 12.00 percent per annum
(b) Fixed Rate Interest Payment Date(s):
Annually on January 27 in each year, commencing on January 27, 2027, up to and
including 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 each 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:
BRL 1,200 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).
"Exchange Rate Divergence" means, with respect to the PTAX Rate, and upon
notice to the EMTA Inc. ("EMTA") membership, that, in the reasonable and
independent judgement, as notified to EMTA in accordance with the EMTA BRL
Exchange Rate Divergence Procedures published by EMTA on January 22, 2018, of
not less than seven (7) unaffiliated EMTA members that are recognized market
makers active in the BRL/USD foreign exchange market (no less than four (4) of
which shall be active participants in the onshore BRL/USD spot market), the
PTAX Rate (following a split of the exchange rates in Brazil or otherwise) no
longer reflects the then-prevailing BRL/USD spot rate for standard-size
wholesale financial transactions involving the exchange of BRL for USD
delivered outside of Brazil.
"Fixing Business Day" means a day on which commercial banks are open for
general business (including dealing in foreign exchange and foreign currency
deposits) in New York and Brazil (any of Rio de Janeiro, Brasilia, or São
Paulo).
"PTAX Rate" means, in respect of a Rate Fixing Date, the closing BRL/USD
offered rate for USD, expressed as the number of BRL per one USD, as reported
by Banco Central do Brasil on its website (www.bcb.gov.br; see "Cotações e
boletins"), or any succeeding rate source, by approximately 1:15 p.m. São
Paulo time on such Rate Fixing Date and as published on Reuters Screen
"BRLPTAX= CBBR" Page (or such other page or services as may replace that page
to be used for the purpose of obtaining the reference rate), provided that in
the event of any inconsistency between such rate on Banco Central do Brasil's
website and such rate on Reuters Screen "BRLPTAX= CBBR" Page, the closing
BRL/USD offered rate published on Banco Central do Brasil's website shall
prevail.
"Rate Fixing Date" for any Interest Payment Date or the Maturity Date or date
on which an amount is payable means the date which is five (5) Fixing Business
Days before the applicable Interest Payment Date or Maturity Date or other
date on which an amount is payable, as the case may be.
"Reference Rate" means, in respect of a Rate Fixing Date:
(a) the PTAX Rate; or
(b) in the event that the PTAX Rate is not available or an Exchange Rate
Divergence has occurred on the relevant Rate Fixing Date, the Calculation
Agent shall determine that a "Price Source Disruption" 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.
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 Fixing 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 Valuation 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 Valuation 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 São Paulo two Valuation Business Days prior to the
relevant Rate Fixing Date.
(c) Business Day Convention: Following Business Day Convention
(d) Fixed Rate Day Count Fraction(s):
Actual/Actual (ICMA)
(e) Calculation Agent: BNP PARIBAS
15. Relevant Financial Center: Rio de Janeiro, Brasilia, São Paulo, London and New York
16. Relevant Business Days: Rio de Janeiro, Brasilia, São Paulo, London and New York
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 In the event the Notes become due and payable as provided in Condition 9
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. 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: None. 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.
6. Codes:
(a) Common Code: 327540459
(b) ISIN: XS3275404591
7. Identity of Dealer: BNP PARIBAS
8. Provision 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) Brazil: The Dealer has represented and agreed that it has not offered or sold and will
not offer or sell any Notes in Brazil. The Notes have not been and will not
be registered with the Brazilian Securities and Exchange Commission (Comissão
de Valores Mobiliários, the "CVM").
(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.
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 Bank 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
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 / 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..
2. 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 BRL and the USD. Currency exchange rates are volatile and
will affect the holder's return. In addition, the government of Brazil 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 Brazil or elsewhere could lead to significant and
sudden changes in the exchange rate between the BRL 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 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.
3. 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 the Brazilian
Real, 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 Brazilian Real 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 Reference 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.
INTER-AMERICAN DEVELOPMENT BANK
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