PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No. 956
U.S.$4,250,000,000 4.50 percent Notes due February
15, 2030 (the "Notes")
Issue Price: 99.686 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
Citigroup
BofA
Securities
Wells Fargo
Securities
Barclays
BNP
Paribas
CIBC Capital
Markets
Deutsche
Bank
HSBC
J.P.
Morgan
Morgan
Stanley
Nomura
RBC Capital
Markets
Scotiabank
The date
of this Pricing Supplement is January 14, 2025.
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.
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1.
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Series No.:
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956
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2.
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Aggregate Principal
Amount:
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U.S.$4,250,000,000
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3.
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Issue Price:
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U.S.$4,236,655,000 which is 99.686
percent of the Aggregate Principal Amount
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4.
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Issue Date:
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January 16, 2025
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5.
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Form of Notes
(Condition 1(a)):
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Book-entry only (not exchangeable for Definitive Fed Registered
Notes, Conditions 1(a) and 2(b) notwithstanding)
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6.
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Authorized Denomination(s)
(Condition 1(b)):
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U.S.$1,000 and integral multiples thereof
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7.
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Specified Currency
(Condition 1(d)):
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United States Dollars (U.S.$) being
the lawful currency of the United States of America
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8.
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Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)):
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U.S.$
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9.
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Specified Interest Payment
Currency
(Conditions 1(d) and 7(h)):
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U.S.$
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10.
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Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
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February 15, 2030
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11.
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Interest Basis
(Condition 5):
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Fixed Interest Rate (Condition 5(I))
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12.
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Interest Commencement Date
(Condition 5(III)):
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Issue Date (January 16, 2025)
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13.
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Fixed Interest Rate (Condition
5(I)):
(a)
Interest Rate:
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4.50 percent per annum
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(b)
Fixed Rate Interest Payment Date(s):
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Semi-annually in arrear on August 15
and February 15 in each year, commencing with a long first coupon
on August 15, 2025, up to and including the Maturity
Date.
Each Fixed Rate Interest Payment Date
is subject to the Business Day Convention, but with no adjustment
to the amount of interest otherwise calculated.
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(c) Business
Day Convention:
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Following Business Day
Convention
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(d) Fixed Rate Day Count Fraction(s):
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30/360
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14.
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Relevant Financial
Center:
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New York
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15.
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Relevant Business Day:
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New York
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16.
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Issuer's Optional Redemption
(Condition 6(e)):
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No
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17.
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Redemption at the Option of the
Noteholders (Condition 6(f)):
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No
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18.
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Governing Law:
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New York
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Other Relevant Terms
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1.
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Listing:
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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
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2.
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Details of Clearance System Approved
by the Bank and the
Global Agent and Clearance and
Settlement Procedures:
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Federal Reserve Bank of New York;
Euroclear Bank SA/NV; Clearstream Banking S.A.
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3.
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Syndicated:
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Yes
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4.
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If Syndicated:
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(a)
Liability:
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Several
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(b)
Lead Managers:
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BMO Capital Markets Corp.
Citigroup Global Markets
Limited
Merrill Lynch
International
Wells Fargo Securities,
LLC
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5.
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Commissions and
Concessions:
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0.125 percent of the Aggregate
Principal Amount
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6.
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Estimated Total Expenses:
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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.
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7.
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Codes:
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(a) Common
Code:
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297873296
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(b) ISIN:
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US4581X0ES30
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(c)
CUSIP:
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4581X0ES3
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8.
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Identity of Managers:
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Barclays Bank PLC
BNP Paribas
CIBC World Markets Corp.
Deutsche Bank AG, London Branch
HSBC Bank plc
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
Nomura International plc
RBC Capital Markets, LLC
The Bank of Nova Scotia, London Branch
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9.
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Selling Restrictions:
(a)
United States:
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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.
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(b)
United Kingdom:
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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.
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(c)
Singapore:
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Each of the Managers represents, warrants and agrees,
that it has not offered or sold any Notes or caused the Notes to be
made the subject of an invitation for subscription or purchase and
will not offer or sell any Notes or cause the Notes to be made the
subject of an invitation for subscription or purchase, and has not
circulated or distributed, nor will it circulate or distribute the
Prospectus, this Pricing Supplement or any other document or
material in connection with
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the offer or sale, or invitation for subscription or
purchase, of the Notes, whether directly or indirectly, to any
person in Singapore other than: (i) to an institutional investor
(as defined in Section 4A of the SFA) pursuant to Section 274 of
the SFA or (ii) to an accredited investor (as defined in Section 4A
of the SFA) pursuant to and in accordance with the conditions
specified in Section 275 of the SFA and (where applicable)
Regulation 3 of the Securities and Futures (Classes of Investors)
Regulations 2018 of Singapore.
Investors should note that there may be restrictions
on the secondary sale of the Notes under Section 276 of the
SFA.
Any reference to the SFA is a reference to the
Securities and Futures Act 2001 of Singapore and a reference to any
term that is defined in the SFA or any provision in the SFA is a
reference to that term or provision as amended or modified from
time to time including by such of its subsidiary legislation as may
be applicable at the relevant time.
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 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).
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(d) General:
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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.
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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.
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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, including investment
advice, portfolio management, non-advised sales and pure execution
services. 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, subject to the distributor's suitability and
appropriateness obligations under COBS, as applicable.
For the purposes of this provision, (i) the
expression "UK manufacturers" means Merrill Lynch International and
Citigroup Global Markets Limited (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.
2.
The language set out under the heading "Use of Proceeds" in the
Prospectus shall be deleted in its entirety and replaced by the
following:
The Bank's mission is to improve lives in Latin America and the
Caribbean countries by contributing to the acceleration of the
process of economic and social development and by supporting
efforts to reduce poverty and inequality in a sustainable, climate
friendly way. All projects undertaken by the Bank go through the
Bank's rigorous sustainability framework. The framework tracks
measurable results, adherence to lending targets and the
effectiveness of its environmental and social
safeguards.
The net proceeds from the sale of the Notes will be included in the
ordinary capital resources of the Bank, used in its ordinary
operations, and will not be committed or earmarked for lending to,
or financing of, any specific loans, projects, or
programs.
The Bank's administrative and operating expenses are currently
covered entirely by the Bank's various sources of revenue,
consisting primarily of net interest margin and investment income
(as more fully described in the Information Statement).
3.
Additional Investment Considerations
Although the net proceeds from the sale of the Notes will be
included in the ordinary capital resources of the Bank, used in its
ordinary operations, the Notes may not satisfy an investor's
requirements if the investor seeks to invest in assets with certain
sustainability characteristics. No assurance is or can be
given to investors that the use of proceeds will satisfy, whether
in whole or in part, any present or future investor expectations or
requirements regarding any investment criteria or guidelines
applicable to any investor or its investments. In addition,
no assurance is or can be given to investors that any projects
undertaken by the Bank will meet any or all investor expectations
regarding "sustainable" or other equivalently-labelled performance
objectives or that any adverse environmental, social and/or other
impacts will not occur during the implementation by the borrower or
any other implementing entity of any projects. Furthermore, it
should be noted that there is currently no clearly-defined
definition (legal, regulatory or otherwise) of, nor market
consensus as to what constitutes, a "sustainable" or an
equivalently-labelled project or as to what precise attributes are
required for a particular project to be defined as "sustainable" or
such other equivalent label and if developed in the future, Notes
may not comply with any such definition or label.
There can be no assurance that the net proceeds
from the sale of any particular tranche of Notes will be totally or
partially disbursed for any projects undertaken by the Bank within
the term of such Notes. Not all projects undertaken by the
Bank will be completed within the specified period or with the
results or outcome as originally expected or anticipated by the
Bank and some planned projects might not be completed at all.
Each potential purchaser of the Notes should determine for itself
the relevance of the information contained in this Prospectus
regarding the use of proceeds and its purchase of the Notes should
be based upon such investigation as it deems necessary.
INTER-AMERICAN
DEVELOPMENT BANK
