TIDM42BI
RNS Number : 3082B
Inter-American Development Bank
05 October 2015
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 465
Tranche No.: 4
U.S.$100,000,000 Floating Rate Notes due January 15, 2019 (the
"Notes") as from September 25, 2015 to be consolidated and form a
single series with the Bank's U.S.$700,000,000 Floating Rate Notes
due January 15, 2019, issued on January 27, 2014 (the "Series 465
Tranche 1 Notes"), the Bank's U.S.$300,000,000 Floating Rate Notes
due January 15, 2019, issued on March 13, 2014 (the "Series 465
Tranche 2 Notes") and the Bank's U.S.$340,000,000 Floating Rate
Notes due January 15, 2019, issued on September 18, 2015 (the
"Series 465 Tranche 3 Notes")
Issue Price: 100.072 percent plus 72 days' accrued interest
Application has been made for the Notes to be admitted to
the
Official List of the United Kingdom Listing Authority and
to trading on the London Stock Exchange plc's
Regulated Market
J.P. Morgan
The date of this Pricing Supplement is September 22, 2015.
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 January 8, 2001 (the "Prospectus") (which
for the avoidance of doubt does not constitute a prospectus for the
purposes of Part VI of the United Kingdom Financial Services and
Markets Act 2000 or a base prospectus for the purposes of Directive
2003/71/EC of the European Parliament and of the Council). 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.
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. These are the only terms which form part
of the form of Notes for such issue.
465
1. Series No.:
Tranche No.: 4
2. Aggregate Principal Amount: U.S.$100,000,000
As from the Issue Date, the Notes
will be consolidated and form a
single series with the Series 465
Tranche 1 Notes, the Series 465
Tranche 2 Notes and the Series
465 Tranche 3 Notes.
3. Issue Price: U.S.$100,138,000, which amount
represents the sum of (a) 100.072
percent of the Aggregate Principal
Amount plus (b) the amount of U.S.$66,000
representing 72 days' accrued interest,
inclusive.
4. Issue Date: September 25, 2015
5. Form of Notes Registered only, as further provided
(Condition 1(a)): in paragraph 9 of "Other Relevant
Terms" below
6. Authorized Denomination(s) U.S.$1,000 or any integral multiple
thereof
(Condition 1(b)):
7. Specified Currency United States Dollars (U.S.$ or
(Condition 1(d)): USD) being the lawful currency
of the United States of America
8. Specified Principal Payment USD
Currency
(Conditions 1(d) and 7(h)):
9. Specified Interest Payment USD
Currency
(Conditions 1(d) and 7(h)):
10. Maturity Date January 15, 2019
(Condition 6(a)):
11. Interest Basis Variable Interest Rate (Condition
(Condition 5): 5(II))
12. Interest Commencement Date July 15, 2015
(Condition 5(III)):
13. Variable Interest Rate (Condition
5(II)):
(a) Calculation Amount (if different Not Applicable
than Principal Amount of the
Note):
(b) Business Day Convention: Modified Following Business Day
Convention
(c) Specified Interest Period: Not Applicable
(d) Interest Payment Date: Quarterly in arrear on January
15, April 15, July 15, and October
15, commencing on October 15, 2015,
up to and including the Maturity
Date.
Each Interest Payment Date is subject
to adjustment in accordance with
the Modified Following Business
Day Convention.
(e) Reference Rate: 3-Month USD-LIBOR-BBA.
"3-Month USD-LIBOR-BBA" means the
rate for deposits in USD for a
period of 3 months which appears
on Reuters Screen LIBOR01 (or such
other page that may replace that
page on that service or a successor
service) as of the Relevant Time
on the Interest Determination Date;
"Relevant Time" means 11:00 a.m.,
London time;
"Interest Determination Date" means
the second London Banking Day prior
to the first day of the relevant
Interest Period; and
"London Banking Day" means a day
on which commercial banks are open
for general business, including
dealings in foreign exchange and
foreign currency deposits, in London.
If such rate does not appear on
Reuters Screen LIBOR01 (or such
other page that may replace that
page on that service or a successor
service) at the Relevant Time on
the Interest Determination Date,
then the rate for 3-Month USD-LIBOR-BBA
shall be determined on the basis
of the rates at which deposits
in USD are offered at the Relevant
Time on the Interest Determination
Date by five major banks in the
London interbank market (the "Reference
Banks") as selected by the Calculation
Agent, to prime banks in the London
interbank market for a period of
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3 months commencing on the first
day of the relevant Interest Period
and in an amount that is representative
for a single transaction in the
London interbank market at the
Relevant Time. The Calculation
Agent will request the principal
London office of each of the Reference
Banks to provide a quotation of
its rate.
If at least two such quotations
are provided, the rate for 3-Month
USD-LIBOR-BBA shall be the arithmetic
mean of such quotations. If fewer
than two quotations are provided
as requested, the rate for 3-Month
USD-LIBOR-BBA shall be the arithmetic
mean of the rates quoted by major
banks in New York City, selected
by the Calculation Agent, at approximately
11:00 a.m., New York City time,
on the first day of the relevant
Interest Period for loans in USD
to leading European banks for a
period of 3 months commencing on
the first day of the relevant Interest
Period and in an amount that is
representative for a single transaction
in the London interbank market
at such time.
If no quotation is available or
if the Calculation Agent determines
in its sole discretion that there
is no suitable bank that is prepared
to provide the quotes, the Calculation
Agent will determine the rate for
3-Month USD-LIBOR-BBA for the Interest
Determination Date in question
in a manner that it deems commercially
reasonable by reference to such
additional resources as it deems
appropriate.
(f) Primary Source for Interest Reuters
Rate Quotations for Reference
Rate:
(g) Calculation Agent: See "8. Identity of Calculation
Agent"
under "Other Relevant Terms"
14. Other Variable Interest
Rate Terms (Conditions 5(II)
and (III)):
(a) Spread: plus (+) 0.04 percent
(b) Variable Rate Day Count Act/360, adjusted
Fraction if not actual/360:
(c) Relevant Banking Center: London and New York
15. Relevant Financial Center: London and New York
16. Relevant Business Day: London and New York
17. Issuer's Optional Redemption No
(Condition 6(e)):
18. Redemption at the Option No
of the Noteholders (Condition
6(f)):
19. Governing Law: New York
20. 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: The Dealer represents and agrees
that it has complied and will comply
with all applicable provisions
of the Financial Services and Markets
Act 2000 with respect to anything
done by it in relation to such
Notes in, from or otherwise involving
the United Kingdom.
(c) 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.
Other Relevant Terms
1. Listing: Application has been made for the
Notes to be admitted to the Official
List of the United Kingdom Listing
Authority and to trading on the
London Stock Exchange plc's Regulated
Market.
2. Details of Clearance System Depository Trust Company (DTC);
Approved by the Bank and the Euroclear Bank S.A./N.V.; Clearstream
Global Agent and Clearance and Banking, société anonyme
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: No commissions or concessions are
payable in respect of the Notes.
5. Estimated Total Expenses: None. The Dealer has agreed to
pay for all material expenses related
to the issuance of the Notes.
6. Codes:
(a) CUSIP: 45818WAV8
(b) Common Code: 102190483
(c) ISIN: US45818WAV81
7. Identity of Dealer: J.P. Morgan Securities plc
8. Identity of Calculation Agent: The Global Agent, Citibank, N.A.,
London branch, will act as the
Calculation Agent.
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All determinations of the Calculation
Agent shall (in the absence of
manifest error) be final and binding
on all parties (including, but
not limited to, the Bank and the
Noteholders) and shall be made
in its sole discretion in good
faith and in a commercially reasonable
manner in accordance with a calculation
agent agreement between the Bank
and the Calculation Agent.
9. Provisions for Registered
Notes:
(a) Individual Definitive Registered No
Notes Available on Issue Date:
(b) DTC Global Note(s): Yes, issued in accordance with
the Global Agency Agreement, dated
January 8, 2001, as amended, among
the Bank, Citibank, N.A. as Global
Agent, and the other parties thereto.
(c) Other Registered Global No
Notes:
General Information
Additional Information Regarding the Notes
1. The EU has adopted Council Directive 2003/48/EC on the
taxation of savings income (the "Savings Directive"). The Savings
Directive requires EU Member States to provide to the tax
authorities of other EU Member States details of payments of
interest and other similar income paid by a person established
within its jurisdiction to (or secured by such a person for the
benefit of) an individual resident, or to (or secured for) certain
other types of entity established, in that other EU Member State,
except that Austria will instead impose a withholding system for a
transitional period (subject to a procedure whereby, on meeting
certain conditions, the beneficial owner of the interest or other
income may request that no tax be withheld) unless during such
period it elects otherwise.
A number of non-EU countries and territories, including
Switzerland, have adopted similar measures.
The Bank undertakes that it will ensure that it maintains a
paying agent in a country which is an EU Member State that will not
be obliged to withhold or deduct tax pursuant to the Savings
Directive.
The Council of the European Union has adopted a Directive (the
"Amending Savings Directive") which would, when implemented, amend
and broaden the scope of the requirements of the Savings Directive
described above, including by expanding the range of payments
covered by the Savings Directive, in particular to include
additional types of income payable on securities, and by expanding
the circumstances in which payments must be reported or paid
subject to withholding. The Amending Savings Directive requires EU
Member States to adopt national legislation necessary to comply
with it by January 1, 2016, which legislation must apply from
January 1, 2017.
The Council of the European Union has also adopted a Directive
(the "Amending Cooperation Directive") amending Council Directive
2011/16/EU on administrative cooperation in the field of taxation
so as to introduce an extended automatic exchange of information
regime in accordance with the Global Standard released by the OECD
Council in July 2014. The Amending Cooperation Directive requires
EU Member States to adopt national legislation necessary to comply
with it by December 31, 2015, which legislation must apply from
January 1, 2016 (January 1, 2017 in the case of Austria). The
Amending Cooperation Directive is generally broader in scope than
the Savings Directive, although it does not impose withholding
taxes, and provides that to the extent there is overlap of scope,
the Amending Cooperation Directive prevails. The European
Commission has therefore published a proposal for a Council
Directive repealing the Savings Directive from January 1, 2016
(January 1, 2017 in the case of Austria) (in each case subject to
transitional arrangements). The proposal also provides that, if it
is adopted, EU Member States will not be required to implement the
Amending Savings Directive. Information reporting and exchange will
however still be required under Council Directive 2011/16/EU (as
amended).
2. United States Federal Income Tax Matters
The following supplements the discussion under the "Tax Matters"
section of the Prospectus regarding the U.S. federal income tax
treatment of the Notes, and is subject to the limitations and
exceptions set forth therein. Any tax disclosure in the Prospectus
or this pricing supplement is of a general nature only, is not
exhaustive of all possible tax considerations and is not intended
to be, and should not be construed to be, legal, business or tax
advice to any particular prospective investor. Each prospective
investor should consult its own tax advisor as to the particular
tax consequences to it of the acquisition, ownership, and
disposition of the Notes, including the effects of applicable U.S.
federal, state, and local tax laws and non-U.S. tax laws and
possible changes in tax laws.
Due to a change in law since the date of the Prospectus, the
second paragraph of "-Payments of Interest" under the "United
States Holders" section should be updated to read as follows:
"Interest paid by the Bank on the Notes constitutes income from
sources outside the United States and will, depending on the
circumstances, be "passive" or "general" income for purposes of
computing the foreign tax credit."
The Notes should be treated as variable rate debt instruments
that are issued without original issue discount. Subject to the
discussion in the following paragraph regarding amortizable bond
premium, a United States holder will generally be taxed on interest
on the Notes as ordinary income at the time such holder receives
the interest or when it accrues, depending on the holder's method
of accounting for tax purposes. However, the portion of the first
interest payment on the Notes that represents a return of the 72
days of accrued interest that a United States holder paid as part
of the Issue Price of the Notes will not be treated as an interest
payment for United States federal income tax purposes, but will
instead be treated as a return of such portion of the Issue Price
and a holder will reduce its basis in the Notes by such amount.
Upon the sale, exchange, repurchase or maturity of the Notes, a
United States holder should generally recognize gain or loss, which
should generally be capital gain or loss except to the extent that
such gain or loss is attributable to accrued but unpaid interest.
Such capital gain or loss should be treated as long-term capital
gain or loss to the extent the United States holder has held the
Notes for more than one year.
Because the purchase price of the Notes exceeds the principal
amount of the Notes, a United States holder may elect to treat the
excess (after excluding the portion of the purchase price
attributable to accrued interest) as amortizable bond premium. A
United States holder that makes this election would reduce the
amount required to be included in such holder's income each year
with respect to interest on the Notes by the amount of amortizable
bond premium allocable to that year, based on the Note's yield to
maturity. If a United States holder makes an election to amortize
bond premium, the election would apply to all debt instruments,
other than debt instruments the interest on which is excludible
from gross income, that the United States holder holds at the
beginning of the first taxable year to which the election applies
or that such holder thereafter acquires, and the United States
holder may not revoke the election without the consent of the
Internal Revenue Service.
Information with Respect to Foreign Financial Assets. Owners of
"specified foreign financial assets" with an aggregate value in
excess of U.S.$50,000 (and in some circumstances, a higher
threshold) may be required to file an information report with
respect to such assets with their tax returns. "Specified foreign
financial assets" may include financial accounts maintained by
foreign financial institutions, as well as the following, but only
if they are held for investment and not held in accounts maintained
by financial institutions: (i) stocks and securities issued by
non-United States persons, (ii) financial instruments and contracts
that have non-United States issuers or counterparties, and (iii)
interests in foreign entities. Holders are urged to consult their
tax advisors regarding the application of this reporting
requirement to their ownership of the Notes.
Medicare Tax. A United States holder that is an individual or
estate, or a trust that does not fall into a special class of
trusts that is exempt from such tax, is subject to a 3.8% tax (the
"Medicare tax") on the lesser of (1) the United States holder's
"net investment income" (or "undistributed net investment income"
in the case of an estate or trust) for the relevant taxable year
and (2) the excess of the United States holder's modified adjusted
gross income for the taxable year over a certain threshold (which
in the case of individuals is between U.S.$125,000 and
U.S.$250,000, depending on the individual's circumstances). A
holder's net investment income generally includes its interest
income and its net gains from the disposition of Notes, unless such
interest income or net gains are derived in the ordinary course of
the conduct of a trade or business (other than a trade or business
that consists of certain passive or trading activities). United
States holders that are individuals, estates or trusts are urged to
consult their tax advisors regarding the applicability of the
Medicare tax to their income and gains in
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