PRICING
SUPPLEMENT
Inter-American
Development Bank
Global Debt
Program
Series No: 940
U.S.$100,000,000 Multi
Callable 4.98 percent Notes due October 4, 2054 (the
"Notes")
Issue
Price: 100.00 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
UK Regulated Market
Santander Corporate &
Investment Banking
The
date of this Pricing Supplement is October 1, 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.
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. 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.
1.
|
Series No.:
|
940
|
2.
|
Aggregate Principal
Amount:
|
U.S.$100,000,000
|
3.
|
Issue Price:
|
U.S.$100,000,000, which is 100.00
percent of the Aggregate Principal Amount
|
4.
|
Issue Date:
|
October 4, 2024
|
5.
|
Form of Notes
(Condition 1(a)):
|
Registered only
|
6.
|
New Global Note:
|
No
|
7.
|
Authorized Denomination(s)
(Condition 1(b)):
|
U.S.$10,000 and integral multiples
thereof
|
8.
|
Specified Currency
(Condition 1(d)):
|
United States Dollars (U.S.$) being
the lawful currency of the United States of America
|
9.
|
Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)):
|
U.S.$
|
10.
|
Specified Interest Payment
Currency
(Conditions 1(d) and 7(h)):
|
U.S.$
|
11.
|
Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
|
October 4, 2054
|
12.
|
Interest Basis
(Condition 5):
|
Fixed Interest Rate (Condition
5(I))
|
13.
|
Interest Commencement Date
(Condition 5(III)):
|
Issue Date (October 4,
2024)
|
14.
|
Fixed Interest Rate (Condition
5(I)):
|
|
|
|
(a) Interest Rate:
|
4.98 percent per annum
|
|
|
(b) Fixed Rate Interest Payment
Date(s):
|
Annually in arrear on October 4 in each year,
commencing on October 4, 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.
|
|
|
(c) Business Day Convention:
|
Following Business Day
Convention
|
|
|
(d) Fixed Rate Day Count
Fraction(s):
|
30/360
|
15.
|
Relevant Financial
Center:
|
New York
|
16.
|
Relevant Business Days:
|
New York
|
17.
|
Issuer's Optional Redemption
(Condition 6(e)):
|
Yes, in whole but not in
part
|
|
(a) Notice Period:
|
No less than five (5) Relevant
Business Days prior to the Optional Redemption Dates
|
|
(b) Amount:
|
100.00 percent per Authorized
Denomination
|
|
(c) Date(s):
|
October 4 in each year, commencing
on October 4, 2027, up to and including October 4, 2053.
|
|
(d) Early Redemption Amount Bank:
|
100.00 percent of the Aggregate
Principal Amount
|
18.
|
Redemption at the Option of the
Noteholders (Condition 6(f)):
|
No
|
19.
|
Governing Law:
|
New York
|
|
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
UK Regulated Market with effect from the Issue Date.
|
2.
|
Details of Clearance System Approved
by the Bank and the
Global Agent and Clearance and
Settlement Procedures:
|
Euroclear Bank SA/NV; Clearstream
Banking S.A.
|
3.
|
Syndicated:
|
No
|
4.
|
Commissions and
Concessions:
|
No commissions or concessions are
payable in respect of the Notes. An affiliate of the Dealer has
arranged a swap with the Bank in connection with this transaction
and will receive amounts thereunder that may comprise
compensation.
|
5.
|
Estimated Total Expenses:
|
The Dealer has 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.
|
6.
|
Codes:
|
|
|
|
(a) ISIN:
|
XS2910528608
|
|
|
(b) Common Code:
|
291052860
|
7.
|
Identity of Dealer:
|
Banco Santander, S.A.
|
8.
|
Provision for Registered Notes:
|
|
9.
|
Individual Definitive Registered
Notes Available on Issue Date:
|
No
|
|
|
(a) DTC Global
Note(s):
|
No
|
|
|
(b) Other Registered
Global Notes:
|
Yes, issued in accordance with the
Amended and Restated Global Agency Agreement, dated as of July 28,
2020, between the Bank, Citibank, N.A., London Branch as Global
Agent, and the other parties thereto.
|
|
|
(c) Intended to be
held in a manner which would allow Eurosystem eligibility:
|
Not Applicable
|
10.
|
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.
|
11.
|
(b) United
Kingdom:
|
The Dealer 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.
|
|
(c) Singapore:
|
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).
|
|
(d) 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.
|
|
|
|
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 EU 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, eligible counterparties and
professional 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 EU 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 EU
manufacturer's target market assessment) and determining
appropriate distribution channels.
For the purposes of this provision, the expression "EU
manufacturer" means the Dealer, and the expression "MiFID II" means
Directive 2014/65/EU, as amended.
2.
Use of Proceeds
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
