REG - Inter-American Dev - Issue of Debt
20/01/2025 08:15
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RNS Number : 8577T Inter-American Development Bank 18 January 2025
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No. 956
U.S.$4,250,000,000 4.50 percent Notes due February 15, 2030 (the "Notes")
Issue Price: 99.686 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
BMO Capital Markets
Citigroup
BofA Securities
Wells Fargo Securities
Barclays
BNP Paribas
CIBC Capital Markets
Deutsche Bank
HSBC
J.P. Morgan
Morgan Stanley
Nomura
RBC Capital Markets
Scotiabank
The date of this Pricing Supplement is January 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.
UK MiFIR product governance / Retail investors, professional investors and
ECPs target market - See "General Information-Additional Information Regarding
the Notes-Matters relating to 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.: 956
2. Aggregate Principal Amount: U.S.$4,250,000,000
3. Issue Price: U.S.$4,236,655,000 which is 99.686 percent of the Aggregate Principal Amount
4. Issue Date: January 16, 2025
5. Form of Notes Book-entry only (not exchangeable for Definitive Fed Registered Notes,
(Condition 1(a)): Conditions 1(a) and 2(b) notwithstanding)
6. Authorized Denomination(s) U.S.$1,000 and integral multiples thereof
(Condition 1(b)):
7. Specified Currency
(Condition 1(d)):
United States Dollars (U.S.$) being the lawful currency of the United States
of America
8. Specified Principal Payment Currency U.S.$
(Conditions 1(d) and 7(h)):
9. Specified Interest Payment Currency U.S.$
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
February 15, 2030
11. Interest Basis Fixed Interest Rate (Condition 5(I))
(Condition 5):
12. Interest Commencement Date Issue Date (January 16, 2025)
(Condition 5(III)):
13. Fixed Interest Rate (Condition 5(I)): 4.50 percent per annum
(a) Interest Rate:
(b) Fixed Rate Interest Payment Date(s):
Semi-annually in arrear on August 15 and February 15 in each year, commencing
with a long first coupon on August 15, 2025, 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: BMO Capital Markets Corp.
Citigroup Global Markets Limited
Merrill Lynch International
Wells Fargo Securities, LLC
5. Commissions and Concessions: 0.125 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: 297873296
(b) ISIN: US4581X0ES30
(c) CUSIP: 4581X0ES3
8. Identity of Managers: Barclays Bank PLC
BNP Paribas
CIBC World Markets Corp.
Deutsche Bank AG, London Branch
HSBC Bank plc
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
Nomura International plc
RBC Capital Markets, LLC
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 "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).
(d) 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.
General Information
Additional Information Regarding the Notes
1. Matters relating to UK MiFIR
The Bank does not fall under the scope of application of the UK MiFIR
regime. Consequently, the Bank does not qualify as an "investment firm",
"manufacturer" or "distributor" for the purposes of UK MiFIR.
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 Merrill Lynch International and Citigroup Global Markets Limited (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.
2. 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).
3. 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.
INTER-AMERICAN DEVELOPMENT BANK
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