REG - Inter-American Dev - Issue of Debt
31/01/2024 08:15
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RNS Number : 4441B Inter-American Development Bank 30 January 2024
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 904
U.S.$4,000,000,000 4.125 percent Notes due February 15, 2029 (the "Notes")
Issue Price: 99.611 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
HSBC
Morgan Stanley
ScotiaBank
Barclays
BMO Capital Markets
BNP PARIBAS
BofA Securities
CIBC Capital Markets
J.P. Morgan
Nomura
RBC Capital Markets
Wells Fargo Securities
The date of this Pricing Supplement is January 26, 2024.
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.: 904
2. Aggregate Principal Amount: U.S.$4,000,000,000
3. Issue Price: U.S.$3,984,440,000 which is 99.611 percent of the Aggregate Principal Amount
4. Issue Date: January 30, 2024
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.$1,000 and integral multiples thereof
(Condition 1(b)):
7. Specified Currency United States Dollars (U.S.$) being the lawful currency of the United States
(Condition 1(d)): 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, 2029
11. Interest Basis Fixed Interest Rate (Condition 5(I))
(Condition 5):
12. Interest Commencement Date Issue Date (January 30, 2024)
(Condition 5(III)):
13. Fixed Interest Rate (Condition 5(I)): 4.125 percent per annum
(a) Interest Rate:
(b) Fixed Rate Interest Payment Date(s):
Semi-annually in arrear on February 15 and August 15 in each year, commencing
with a long first coupon from January 30, 2024 to August 15, 2024, 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
HSBC Bank plc
Morgan Stanley & Co. International plc
The Bank of Nova Scotia, London Branch
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: 275812862
(b) ISIN: US4581X0EN43
(c) CUSIP: 4581X0EN4
8. Identity of Managers: Deutsche Bank AG, London Branch
HSBC Bank plc
Morgan Stanley & Co. International
The Bank of Nova Scotia, London Branch
BMO Capital Markets Corp.
Barclays Bank PLC
BNP Paribas
CIBC World Markets Corp.
J.P. Morgan Securities plc
Merrill Lynch International
Nomura International plc
RBC Capital Markets, LLC
Wells Fargo Securities, LLC
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: 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 Securities and Futures Act (Chapter 289) of
Singapore (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.
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.
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, HSBC Bank plc, Morgan Stanley & Co.
International and The Bank of Nova Scotia, London Branch, (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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