TIDM42BI
RNS Number : 1155R
Inter-American Development Bank
04 July 2022
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 837
U.S.$2,000,000,000 3.25 percent Notes due July 1, 2024 (the
"Notes")
Issue Price: 99.99 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
Morgan Stanley
Nomura
Wells Fargo Securities
Barclays
BofA Securities
Citigroup
Daiwa Capital Markets Europe
Deutsche Bank
HSBC
J.P. Morgan
NatWest Markets
RBC Capital Markets
TD Securities
The date of this Pricing Supplement is June 29, 2022.
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.: 837
2. Aggregate Principal Amount: U.S.$2,000,000,000
3. Issue Price: U.S.$ 1,999,800,000 which is 99.99
percent of the Aggregate Principal
Amount
4. Issue Date: July 1, 2022
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 U.S.$
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed
Interest Rate and Zero
Coupon): July 1, 2024
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
12. Interest Commencement Date
(Condition 5(III)): Issue Date (July 1, 2022)
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 3.25 percent per annum
(b) Fixed Rate Interest
Payment Date(s): Semi-annually in arrear on January
1 and July 1 in each year, commencing
on January 1, 2023.
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 No
6(f)):
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 Federal Reserve Bank of New York;
Settlement Procedures: Euroclear Bank SA/NV; Clearstream
Banking S.A.
3. Syndicated: Yes
4. If Syndicated:
(a) Liability: Several
(b) Lead Managers: BMO Capital Markets Corp.
Morgan Stanley & Co. International
plc
Nomura International plc
Wells Fargo Securities, LLC
5. Commissions and Concessions: 0.075 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: 249669580
(b) ISIN: US4581X0EE44
(c) CUSIP: 4581X0EE4
8. Identity of Managers: BMO Capital Markets Corp.
Morgan Stanley & Co. International
plc
Nomura International plc
Wells Fargo Securities, LLC
Barclays Bank PLC
Merrill Lynch International
Citigroup Global Markets Limited
Daiwa Capital Markets Europe Limited
Deutsche Bank AG, London Branch
HSBC Bank plc
J.P. Morgan Securities plc
NatWest Markets Plc
RBC Capital Markets, LLC
The Toronto-Dominion Bank
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) S ingapore: 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 .
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. 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.
For the purposes of this provision, (i) the expression "UK
manufacturers" means Morgan Stanley & Co. International plc and
Nomura International plc, (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.
For the purposes of this provision, the expression UK MiFIR
means Regulation (EU) No 600/2014 as it forms part of UK domestic
law by virtue of the EUWA.
INTER-AMERICAN DEVELOPMENT BANK
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END
IODUAVORUAUBRUR
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