REG - Inter-American Dev - Issue of Debt
07/10/2025 08:16
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RNS Number : 2829C Inter-American Development Bank 06 October 2025
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 1011
USD 20,000,000 Multi Callable Zero Coupon Notes due October 6, 2045 (the
"Notes")
Issue Price: 100.00 percent
No application has been made to list the Notes on any stock exchange
Goldman Sachs International
The date of this Pricing Supplement is October 1, 2025
The Series 1011 Notes have been issued with original issue discount for U.S.
tax purposes; therefore, the Notes are not intended to be sold or resold to
persons subject to U.S. tax laws.
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 / 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.: 1011
2. Aggregate Principal Amount: USD 20,000,000
3. Issue Price: USD 20,000,000, which is 100.00 percent of the Aggregate Principal Amount
4. Issue Date: October 6, 2025
5. Form of Notes
(Condition 1(a)):
Registered only, as further provided in paragraph 8 of "Other Relevant Terms"
below.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)):
USD 1,000,000 and integral multiples thereof.
8. Specified Currency United States Dollars (USD) being the lawful currency of the United States of
(Condition 1(d)): America
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):
October 6, 2045
The Maturity Date is subject to the Business Day Convention, but with no
adjustment to the amount of interest otherwise calculated.
12. Interest Basis
(Condition 5):
Zero Coupon (Condition 5(IV))
The Notes constitute "Par Zero Coupon Notes" under the Conditions.
13. Zero Coupon (Conditions 5(IV) and 6(c)):
(a) Amortization Yield: 5.23 percent per annum
(b) Reference Price: Issue Price
(c) Basis: Compounded annually
14. Relevant Financial Center: New York
15. Relevant Business Days: London and New York
16. Redemption Amount (Condition 6(a)):
Unless previously redeemed or purchased and cancelled as specified in the
Terms and Conditions, the Notes will be redeemed by the Bank by payment of the
Redemption Amount on the Maturity Date. The Redemption Amount will be USD
55,439,767.93, being 277.199 percent of the Aggregate Principal Amount,
subject to Item 17 (Issuer's Optional Redemption) below.
17. Issuer's Optional Redemption (Condition 6(e)):
Yes, in whole but not in part
(a) Notice Period: No less than five (5) Relevant Business Days prior to the Optional Redemption
Date
(b) Amount: 100.00 percent per Authorized Denomination
(c) Date(s): October 6 in each year, commencing on October 6, 2030, up to and including
October 6, 2044.
(d) Early Redemption Amount Bank:
October 6, 2030 USD 25,806,425.14
which is 129.03212570 percent of the Aggregate Principal Amount
October 6, 2031 USD 27,156,101.18
which is 135.78050590 percent of the Aggregate Principal Amount
October 6, 2032 USD 28,576,365.27 which is 142.88182635 percent of the Aggregate Principal
Amount
October 6, 2033 USD 30,070,909.17 which is 150.35454585 percent of the Aggregate Principal
Amount
October 6, 2034 USD 31,643,617.72 which is 158.21808860 percent of the Aggregate Principal
Amount
October 6, 2035 USD 33,298,578.93 which is 166.49289465 percent of the Aggregate Principal
Amount
October 6, 2036 USD 35,040,094.60 which is 175.20047300 percent of the Aggregate Principal
Amount
October 6, 2037 USD 36,872,691.55 which is 184.36345775 percent of the Aggregate Principal
Amount
October 6, 2038 USD 38,801,133.32 which is 194.00566660 percent of the Aggregate Principal
Amount
October 6, 2039 USD 40,830,432.59 which is 204.15216295 percent of the Aggregate Principal
Amount
October 6, 2040 USD 42,965,864.22 which is 214.82932110 percent of the Aggregate Principal
Amount
October 6, 2041 USD 45,212,978.92 which is 226.06489460 percent of the Aggregate Principal
Amount
October 6, 2042 USD 47,577,617.71 which is 237.88808855 percent of the Aggregate Principal
Amount
October 6, 2043 USD 50,065,927.12 which is 250.32963560 percent of the Aggregate Principal
Amount
October 6, 2044 USD 52,684,375.11 which is 263.42187555 percent of the Aggregate Principal
Amount
18. Redemption at the Option of the Noteholders (Condition 6(f)):
No
19. 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 (but, for the avoidance of doubt, not Condition
6(e)), the Early Redemption Amount will be an amount equal to the Amortized
Face Amount of such Note (calculated in accordance with Condition 6(c)).
20. Governing Law: New York
Other Relevant Terms
1. Listing: None
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, Luxembourg
3. Syndicated: No
4. Commissions and Concessions: None. 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.
6. Codes:
(a) ISIN: XS3192974726
(b) Common Code: 319297472
7. Identity of Dealer: Goldman Sachs 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, 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.
The Issuer and the Dealer have agreed that the Series 1011 Notes will not be
offered, sold or distributed by the Dealer, directly or indirectly, in the
United States of America, its territories or possessions, or to, or for the
account or benefit of, persons subject to U.S. tax laws in respect of the
interest income on the Notes.
(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) 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).
(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, 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 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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