Issue of Debt

Inter-American Development Bank

29 May 2024

 

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No: 920

Tranche No.: 2

GBP 100,000,000 4.375 percent Notes due May 2, 2033 (the "Notes")

as from May 28, 2024 to be consolidated and form a single series with the Bank's GBP 500,000,000 4.375 percent Notes due May 2, 2033, issued on May 2, 2024 (the "Series 920 Tranche 1 Notes")

Issue Price: 101.138 percent plus 26 days' accrued interest

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 Main Market

BofA Securities

The date of this Pricing Supplement is May 23, 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), these are the only terms that form part of the form of Notes for such issue. 

	1.	Series No.:	920
		Tranche No.:	2
	2.	Aggregate Principal Amount:	GBP 100,000,000 As from the Issue Date, the Notes will be consolidated and form a single series with the Series 920 Tranche 1 Notes.
	3.	Issue Price:	GBP 101,449,643.84, which amount represents the sum of (a) 101.138 percent of the Aggregate Principal Amount plus (b) the amount of GBP 311,643.84 representing 26 days' accrued interest.
	4.	Issue Date:	May 28, 2024
	5.	Form of Notes (Condition 1(a)):	Registered only, as further provided in paragraph 8(c) of "Other Relevant Terms" below.
	6.	New Global Note:	No
	7.	Authorized Denomination(s) (Condition 1(b)):	GBP 1,000 and integral multiples thereof
	8.	Specified Currency (Condition 1(d)):	Pound sterling ("GBP") being the lawful currency of the United Kingdom of Great Britain and Northern Ireland
	9.	Specified Principal Payment Currency (Conditions 1(d) and 7(h)):	GBP
	10.	Specified Interest Payment Currency (Conditions 1(d) and 7(h)):	GBP
	11.	Maturity Date (Condition 6(a); Fixed Interest Rate):	May 2, 2033
	12.	Interest Basis (Condition 5):	Fixed Interest Rate (Condition 5(I))
	13.	Interest Commencement Date (Condition 5(III)):	May 2, 2024
	14.	Fixed Interest Rate (Condition 5(I)): (a)        Interest Rate:	4.375 percent per annum
		(b)        Fixed Rate Interest Payment Date(s):	Annually in arrear on May 2 in each year, from and including May 2, 2025 up to and including the Maturity Date. Each 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):	Actual/Actual (ICMA)
	15.	Relevant Financial Center:	London and New York
	16.	Relevant Business Days:	London and New York
	17.	Issuer's Optional Redemption (Condition 6(e)):	No
	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 Financial Conduct Authority and to trading on the London Stock Exchange plc's UK Main 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 and 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)        Common Code:	281087606
		(b)        ISIN:	XS2810876065
7.		Identity of Dealer:	Merrill Lynch International
8.		Provisions for Registered Notes:
		(a)        Individual Definitive Registered Notes Available on Issue Date:	No
		(b)        DTC Global Note(s):	No
		(c)        Other Registered Global Notes:	Yes, issued in accordance with the Amended and Restated Global Agency Agreement, dated July 28, 2020, among the Bank, Citibank, N.A., as Global Agent, and the other parties thereto.
9.		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.
		(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 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 the 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. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the UK manufacturer's 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 manufacturer's target market assessment) and determining appropriate distribution channels.

            For the purposes of this provision, (i) the expression "UK manufacturer" means the Dealer (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.         Tax Matters

            The following supplements the discussion under the "Tax Matters" section of the Prospectus regarding the United States 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 United States federal, state, and local tax laws and non-U.S. tax laws and possible changes in tax laws.

            Because a U.K. holiday (that is not also a U.S. federal holiday) falls on either a scheduled interest payment date or the Monday immediately following a scheduled interest payment date that falls on a Saturday or Sunday, at least one of the intervals between interest payments will exceed one year.  Under current law, the status of such interest is unclear, and interest on the Notes may, as a technical matter, not be "qualified stated interest" within the meaning of the relevant Treasury regulations.  We, however, intend to treat interest on the Notes as qualified stated interest and the Notes as therefore issued without original issue discount for United States federal income tax reporting purposes.  Please see the discussion in the Prospectus in "-Original Issue Discount-General" under the "United States Holders" section for more information.

INTER-AMERICAN DEVELOPMENT BANK

 

END