Issue of Debt

Inter-American Development Bank

24 January 2025

 

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No: 963

USD 10,000,000 Multi Callable Zero Coupon Notes due January 24, 2055 (the "Notes")

Issue Price: 100.00 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

J.P. Morgan Securities plc

The date of this Pricing Supplement is January 17, 2025

The Series 963 Notes have been issued with original issue discount for United States tax purposes; therefore, the Notes are not intended to be sold or resold to persons subject to U.S. tax laws.

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.

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.:	963
2.	Aggregate Principal Amount:	USD 10,000,000
3.	Issue Price:	USD 10,000,000, which is 100.00 percent of the Aggregate Principal Amount
4.	Issue Date:	January 24, 2025
5.	Form of Notes (Condition 1(a)):	Registered only, as further provided in paragraph 8 of "Other Relevant Terms" below.
6.	New Global Note:	No
7.	Authorized Denomination(s) (Condition 1(b)):	USD 1,000,000 and integral multiples thereof.
8.	Specified Currency (Condition 1(d)):	United States Dollars (USD) being the lawful currency of the United States of America
9.	Specified Principal Payment Currency (Conditions 1(d) and 7(h)):	USD
10.	Specified Interest Payment Currency (Conditions 1(d) and 7(h)):	USD
11.	Maturity Date (Condition 6(a); Fixed Interest Rate and Zero Coupon):	January 24, 2055 The Maturity Date is subject to the Business Day Convention, but with no adjustment to the amount of interest otherwise calculated.
12.	Interest Basis (Condition 5):	Zero Coupon (Condition 5(IV)) The Notes constitute "Par Zero Coupon Notes" under the Conditions.
13.	Zero Coupon (Conditions 5(IV) and 6(c)):
	(a)        Amortization Yield:	6.15 percent per annum
	(b)        Reference Price:	Issue Price
	(c)        Basis:	Compounded annually
14.	Relevant Financial Center:	New York
15.	Relevant Business Days:	New York
16.	Redemption Amount (Condition 6(a)):	Unless previously redeemed or purchased and cancelled as specified in the Terms and Conditions, the Notes will be redeemed by the Bank by payment of the Redemption Amount on the Maturity Date. The Redemption Amount will be USD 59,923,884.06, being 599.23884058 percent of the Aggregate Principal Amount, subject to Item 17 (Issuer's Optional Redemption) below.
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 Date
	(b)  Amount:	100.00 percent per Authorized Denomination
	(c)  Date(s):	January 24 in each year, commencing on January 24, 2035, up to and including January 24, 2054.
	(d) Early Redemption Amount Bank:	January 24, 2035	USD 18,163,518.69 which is 181.6351869 percent of the Aggregate Principal Amount
		January 24, 2036	USD 19,280,575.08 which is 192.8057508 percent of the Aggregate Principal Amount
		January 24, 2037	USD 20,466,330.45 which is 204.6633045 percent of the Aggregate Principal Amount
		January 24, 2038	USD 21,725,009.77 which is 217.2500977 percent of the Aggregate Principal Amount
		January 24, 2039	USD 23,061,097.88 which is 230.6109788  percent of the Aggregate Principal Amount
		January 24, 2040	USD 24,479,355.40 which is 244.793554 percent of the Aggregate Principal Amount
		January 24, 2041	USD 25,984,835.75 which is 259.8483575 percent of the Aggregate Principal Amount
		January 24, 2042	USD 27,582,903.15 which is 275.8290315 percent of the Aggregate Principal Amount
		January 24, 2043	USD 29,279,251.69 which is 292.7925169 percent of the Aggregate Principal Amount
		January 24, 2044	USD 31,079,925.67 which is 310.7992567 percent of the Aggregate Principal Amount
		January 24, 2045	USD 32,991,341.10 which is 329.913411 percent of the Aggregate Principal Amount
		January 24, 2046	USD 35,020,308.58 which is 350.2030858 percent of the Aggregate Principal Amount
		January 24, 2047 January 24, 2048 January 24, 2049 January 24, 2050 January 24, 2051 January 24, 2052 January 24, 2053 January 24, 2054	USD 37,174,057.56 which is 371.7405756 percent of the Aggregate Principal Amount USD 39,460,262.10 which is 394.602621 percent of the Aggregate Principal Amount USD 41,887,068.22 which is 418.8706822 percent of the Aggregate Principal Amount USD 44,463,122.91 which is 444.6312291 percent of the Aggregate Principal Amount USD 47,197,604.97 which is 471.9760497 percent of the Aggregate Principal Amount USD 50,100,257.68 which is 501.0025768 percent of the Aggregate Principal Amount USD 53,181,423.52 which is 531.8142352 percent of the Aggregate Principal Amount USD 56,452,081.07 which is 564.5208107 percent of the Aggregate Principal Amount
18.	Redemption at the Option of the Noteholders (Condition 6(f)):	No
19.	Early Redemption Amount (including accrued interest, if applicable) (Condition 9):	In the event of any Note becoming due and payable prior to the Maturity Date in accordance with Condition 9 (but, for the avoidance of doubt, not Condition 6(e)), the Early Redemption Amount will be an amount equal to the Amortized Face Amount of such Note (calculated in accordance with Condition 6(c)).
20.	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 Regulated Market.
2.	Details of Clearance System Approved by the Bank and the Global Agent and Clearance and Settlement Procedures:	Euroclear Bank SA/NV and/or Clearstream Banking, Luxembourg
3.	Syndicated:	No
4.	Commissions and Concessions:	None.  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:	XS2981968758
	(b)        Common Code:	298196875
7.	Identity of Dealer:	J.P. Morgan Securities plc
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 as of July 28, 2020, between the Bank, Citibank, N.A., London Branch 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. The Issuer and the Dealer have agreed that the Series 901 Notes will not be offered, sold or distributed by the Dealer, directly or indirectly, in the United States of America, its territories or possessions, or to, or for the account or benefit of, persons subject to U.S. tax laws in respect of the interest income on the Notes.
	(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:	The Dealer 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 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).
	(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.

INTER-AMERICAN DEVELOPMENT BANK

 

END