TIDM42BI
RNS Number : 5399L
Inter-American Development Bank
19 April 2018
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 646
U.S.$4,000,000,000 2.625 percent Notes due April 19, 2021
Issue Price: 99.780 percent
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
BMO Capital Markets
Citigroup
Deutsche Bank
Nomura
BofA Merrill Lynch
Barclays
Daiwa Capital Markets Europe
Goldman Sachs International
J.P. Morgan
Morgan Stanley
RBC Capital Markets
TD Securities
Tokai Tokyo Securities Europe Limited
Wells Fargo Securities
The date of this Pricing Supplement is April 17, 2018.
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.
MIFID II product governance / Retail investors, professional
investors and ECPs target market - See "General
Information-Additional Information Regarding the Notes-Matters
relating to MiFID II" 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. These are the only terms which form part
of the form of Notes for such issue. The master fiscal agency
agreement, dated as of December 7, 1962, as amended and
supplemented from time to time, between the Bank and the Federal
Reserve Bank of New York, as fiscal and paying agent, has been
superseded by the Uniform Fiscal Agency Agreement, dated as of July
20, 2006 (the "New Fiscal Agency Agreement"), as may be amended,
restated, superseded or otherwise modified from time to time,
between the Bank and the Federal Reserve Bank of New York, as
fiscal and paying agent. All references to the "Fiscal Agency
Agreement" under the heading "Terms and Conditions of the Notes"
and elsewhere in the Prospectus shall be deemed references to the
New Fiscal Agency Agreement.
1. Series No.: 646
2. Aggregate Principal Amount: U.S.$4,000,000,000
3. Issue Price: U.S.$3,991,200,000 which is 99.78
percent of the Aggregate Principal
Amount
4. Issue Date: April 19, 2018
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) U.S.$
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): April 19, 2021
11. Interest Basis (Condition Fixed Interest Rate (Condition 5(I))
5):
12. Interest Commencement Date
(Condition 5(III)): Issue Date (April 19, 2018)
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 2.625 percent per annum
(b) Fixed Rate Interest
Payment Date(s): Semi-annually in arrear on April
19 and October 19 in each year,
commencing on October 19, 2018
Each Interest Payment Date is subject
to adjustment in accordance with
the Following Business Day Convention
with no adjustment to the amount
of interest otherwise calculated.
(c) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: New York
15. Relevant Business Days: 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
19. Selling Restrictions: Under the provisions of Section
(a) United States: 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 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, 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.
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
Approved by the Bank and
the Federal Reserve Bank of New York;
Global Agent and Clearance Euroclear Bank S.A./N.V.; Clearstream,
and Luxembourg
Settlement Procedures:
3. Syndicated: Yes
4. If Syndicated:
(a) Liability: Several and not joint
(b) Joint Lead Managers: BMO Capital Markets Corp.
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
Nomura International plc
5. Commissions and Concessions: 0.10% of the Aggregate Principal
Amount
6. Estimated Total Expenses: None. The Joint Lead Managers have
agreed to pay for certain expenses
related to the issuance of the Notes.
7. Codes:
(a) Common Code: 180925015
(b) ISIN: US4581X0DB14
(c) CUSIP: 4581X0DB1
8. Identity of Managers: BMO Capital Markets Corp.
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
Nomura International plc
Barclays Bank PLC
Daiwa Capital Markets Europe Limited
Goldman Sachs International
J.P. Morgan Securities plc
Merrill Lynch International
Morgan Stanley & Co. International
plc
RBC Capital Markets, LLC
The Toronto-Dominion Bank
Tokai Tokyo Securities Europe Limited
Wells Fargo Securities, LLC
General Information
Additional Information Regarding the Notes
1. Matters relating to MiFID II
The Bank does not fall under the scope of application of the
MiFID II regime. Consequently, the Bank does not qualify as an
"investment firm", "manufacturer" or "distributor" for the purposes
of MiFID II.
MIFID II product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of the
manufacturers' 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. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into
consideration the manufacturers' 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 manufacturers' target market assessment)
and determining appropriate distribution channels.
For the purposes of this provision, the expression MiFID II
means Directive 2014/65/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 generally be "passive"
income for purposes of computing the foreign tax credit."
The Notes will be issued with a de minimis amount of original
issue discount ("OID"). While a United States holder is generally
not required to include de minimis OID in income prior to the sale
or maturity of the Notes, under recently enacted legislation,
United States holders that maintain certain types of financial
statements and that are subject to the accrual method of tax
accounting may be required to include de minimis OID on the Notes
in income no later than the time upon which they include such
amounts in income on their financial statements. United States
holders that maintain financial statements should consult their tax
advisors regarding the tax consequences to them of this
legislation.
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 will generally include 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 respect of their
investment in the Notes.
INTER-AMERICAN DEVELOPMENT BANK
By:
Name: Gustavo Alberto De Rosa
Title: Chief Financial Officer and
General Manager, Finance Department
This information is provided by RNS
The company news service from the London Stock Exchange
END
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