TIDM42BI
RNS Number : 6037M
Inter-American Development Bank
12 January 2023
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 854
U.S.$2,000,000,000 4.000 percent Notes due January 12, 2028 (the
"Notes")
Issue Price: 99.597 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
Barclays
BofA Securities
HSBC
J.P. Morgan
BMO Capital Markets
Citigroup
Deutsche Bank
Nomura
RBC Capital Markets
Scotiabank
TD Securities
Wells Fargo Securities
The date of this Pricing Supplement is January 10, 2023.
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.: 854
2. Aggregate Principal Amount: U.S.$2,000,000,000
3. Issue Price: U.S.$ 1,991,940,000 which is 99.597
percent of the Aggregate Principal
Amount
4. Issue Date: January 12, 2023
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): January 12, 2028
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
12. Interest Commencement Date
(Condition 5(III)): Issue Date (January 12, 2023)
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 4.000 percent per annum
(b) Fixed Rate Interest
Payment Date(s): Semi-annually in arrear on January
12 and July 12 in each year, commencing
on July 12, 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 Federal Reserve Bank of New York;
Global Agent and Clearance Euroclear Bank SA/NV; Clearstream
and Banking S.A.
Settlement Procedures:
3. Syndicated: Yes
4. If Syndicated:
(a) Liability: Several
(b) Lead Managers: Barclays Bank PLC
HSBC Bank plc
J.P. Morgan Securities plc
Merrill Lynch International
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: 257595919
(b) ISIN: US4581X0EH74
(c) CUSIP: 4581X0EH7
8. Identity of Managers: Barclays Bank PLC
HSBC Bank plc
J.P. Morgan Securities plc
Merrill Lynch International
BMO Capital Markets Corp.
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
Nomura International plc
RBC Capital Markets, LLC
The Bank of Nova Scotia, London
Branch
The Toronto-Dominion Bank
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) 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.
Recent Developments
On November 20, 2022, Ilan Goldfajn was elected president of the
Bank during a Special Meeting of the Bank's Board of Governors. Mr.
Goldfajn took office for a five-year term on December 19, 2022.
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 Barclays Bank PLC, J.P. Morgan Securities plc,
HSBC Bank plc and Merrill Lynch International, (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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END
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