TIDM42BI
RNS Number : 7949O
Inter-American Development Bank
21 May 2018
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 624
Tranche No. 6
U.S.$250,000,000 Floating Rate Notes due October 9, 2020 (the
"Notes") as from May 18, 2018 to be consolidated and form a single
series with the Bank's U.S.$300,000,000 Floating Rate Notes due
October 9, 2020, issued on October 12, 2017 (the "Series 624
Tranche 1 Notes"), the Bank's U.S.$100,000,000 Floating Rate Notes
due October 9, 2020, issued on February 22, 2018 (the "Series 624
Tranche 2 Notes"), the Bank's U.S.$100,000,000 Floating Rate Notes
due October 9, 2020, issued on April 3, 2018 (the "Series 624
Tranche 3 Notes"), the Bank's U.S.$100,000,000 Floating Rate Notes
due October 9, 2020, issued on April 12, 2018 (the "Series 624
Tranche 4 Notes") and the Bank's U.S.$150,000,000 Floating Rate
Notes due October 9, 2020, issued on April 27, 2018 (the "Series
624 Tranche 5 Notes")
Issue Price: 99.885 percent plus 9 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
BofA Merrill Lynch
Morgan Stanley
The date of this Pricing Supplement is May 15, 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.
1. Series No.: 624
Tranche No.: 6
2. Aggregate Principal Amount: U.S.$250,000,000
As from the Issue Date, the Notes
will be consolidated and form
a single series with the Series
624 Tranche 1 Notes, the Series
624 Tranche 2 Notes, the Series
624 Tranche 3 Notes, the Series
624 Tranche 4 Notes and the Series
624 Tranche 5 Notes.
3. Issue Price: U.S.$249,832,500 which amount
represents the sum of (a) 99.885
percent of the Aggregate Principal
Amount plus (b) the amount of
U.S.$120,000.00 representing 9
days' accrued interest, inclusive.
4. Issue Date: May 18, 2018
5. Form of Notes
(Condition 1(a)): Registered only, as further provided
in paragraph 9 of "Other Relevant
Terms" below
6. Authorized Denomination(s) U.S.$1,000 and integral multiples
thereof
(Condition 1(b)):
7. Specified Currency United States Dollars (U.S.$ 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 October 9, 2020
(Condition 6(a)):
11. Interest Basis Variable Interest Rate (Condition
(Condition 5): 5(II))
12. Interest Commencement Date May 9, 2018
(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: Monthly in arrear on the 9th day
of each month, commencing on June
9, 2018, 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: 1-Month USD-LIBOR-BBA.
"1-Month USD-LIBOR-BBA" means
the rate for deposits in USD for
a period of 1 month 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 1-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 1 month 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 1-Month
USD-LIBOR-BBA shall be the arithmetic
mean of such quotations. If fewer
than two quotations are provided
as requested, the rate for 1-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 1 month 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 1-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: Not Applicable
(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: 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.
21. Amendment to Condition 7(a)(i): Condition 7(a)(i) is hereby amended
by deleting the first sentence
thereof and replacing it with
the following: "Payments of principal
and interest in respect of Registered
Notes shall be made to the person
shown on the Register at the close
of business on the business day
before the due date for payment
thereof (the "Record Date")."
22. Amendment to Condition 7(h): The following shall apply to Notes
any payments in respect of which
are payable in a Specified Currency
other than United States Dollars:
Condition 7(h) is hereby amended
by deleting the words "the noon
buying rate in U.S. dollars in
the City of New York for cable
transfers for such Specified Currency
as published by the Federal Reserve
Bank of New York on the second
Business Day prior to such payment
or, if such rate is not available
on such second Business Day, on
the basis of the rate most recently
available prior to such second
Business Day" and replacing them
with the words "a U.S. dollar/Specified
Currency exchange rate determined
by the Calculation Agent as of
the second Business Day prior
to such payment, or, if the Calculation
Agent determines that no such
exchange rate is available as
of such second Business Day, on
the basis of the exchange rate
most recently available prior
to such second Business Day. In
making such determinations, the
Calculation Agent shall act in
good faith and in a commercially
reasonable manner having taken
into account all available information
that it shall deem relevant".
If applicable and so appointed,
and unless otherwise defined herein,
the "Calculation Agent" referred
to in amended Condition 7(h) shall
be the Global Agent under the
Bank's Global Debt Program - namely,
Citibank, N.A., London Branch,
or its duly authorized successor.
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: Yes
4. If Syndicated:
(a) Liability: Several and not joint
(b) Managers: Merrill Lynch International
Morgan Stanley & Co. International
plc
5. Commissions and Concessions: No commissions or concession are
payable in respect of the Notes.
6. Estimated Total Expenses: None. The Managers have agreed
to pay for all material expenses
related to the issuance of the
Notes.
7. Codes:
(a) CUSIP: 45818WBT2
(b) Common Code: 169702004
(c) ISIN: US45818WBT27
8. Identity of Managers: Merrill Lynch International
Morgan Stanley & Co. International
plc
9. Identity of Calculation Agent: The Global Agent, Citibank, N.A.,
London branch, will act as the
Calculation Agent.
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.
10. 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. 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
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. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into
consideration the 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 manufacturer's 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 should be treated as variable rate debt instruments
that are issued with a de minimis amount of discount. 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 9 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, and will accordingly not
be includible in income. Upon the sale, exchange, repurchase or
maturity of the Notes, a United States holder should generally
recognize gain or loss equal to the difference between the amount
realized by such holder, excluding any amounts attributable to
accrued but unpaid interest (which will be treated as interest
payments), and such holder's tax basis in the Notes. Such gain or
loss generally should be capital gain or loss and 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. Long-term capital
gain of individual taxpayers may be eligible for reduced rates of
taxation. The deductibility of capital loss is subject to
significant limitations.
The Notes will be issued with a de minimis amount of discount.
While a United States holder is generally not required to include
such discount 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
the discount 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 news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IODUAUKRWSAVUAR
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