PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 938
U.S.$2,000,000,000 3.625 percent Notes due September
17, 2031 (the "Notes")
Issue Price: 99.627 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
J.P.
Morgan
Nomura
RBC Capital
Markets
BMO Capital
Markets
BNP
Paribas
BofA
Securities
Citigroup
Crédit Agricole CIB
Deutsche
Bank
HSBC
Morgan
Stanley
Scotiabank
Wells Fargo
Securities
The date
of this Pricing Supplement is September 13, 2024.
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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938
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2.
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Aggregate Principal
Amount:
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U.S.$2,000,000,000
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3.
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Issue Price:
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U.S.$1,992,540,000 which is 99.627
percent of the Aggregate Principal Amount
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4.
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Issue Date:
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September 17, 2024
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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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September 17, 2031
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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 (September 17, 2024)
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13.
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Fixed Interest Rate (Condition
5(I)):
(a)
Interest Rate:
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3.625 percent per
annum
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(b)
Fixed Rate Interest Payment Date(s):
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Semi-annually in arrear on March 17
and September 17 in each year, commencing on March 17, 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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Barclays Bank PLC
J.P. Morgan Securities plc
Nomura International plc
RBC Capital Markets, LLC
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5.
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Commissions and
Concessions:
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0.150 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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290325048
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(b) ISIN:
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US4581X0ER56
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(c)
CUSIP:
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4581X0ER5
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8.
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Identity of Managers:
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Barclays Bank PLC
J.P. Morgan Securities plc
Nomura International plc
RBC Capital Markets, LLC
BMO Capital Markets Corp.
BNP Paribas
Citigroup Global Markets
Limited
Crédit Agricole Corporate and
Investment Bank
Deutsche Bank AG, London Branch
HSBC Bank plc
Merrill Lynch
International
Morgan Stanley & Co. International plc
The Bank of Nova Scotia, London Branch
Wells Fargo Securities,
LLC
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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
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involving the UK.
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(c)
Singapore:
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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).
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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. 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 Barclays Bank PLC, J.P. Morgan
Securities plc and Nomura International plc, (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
