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42BI Inter 2042

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Inter-American Development Bank Issue of Debt (7949O)

22/05/2018 11:43am

UK Regulatory


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TIDM42BI

RNS Number : 7949O

Inter-American Development Bank

21 May 2018

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No.: 624

Tranche No. 6

U.S.$250,000,000 Floating Rate Notes due October 9, 2020 (the "Notes") as from May 18, 2018 to be consolidated and form a single series with the Bank's U.S.$300,000,000 Floating Rate Notes due October 9, 2020, issued on October 12, 2017 (the "Series 624 Tranche 1 Notes"), the Bank's U.S.$100,000,000 Floating Rate Notes due October 9, 2020, issued on February 22, 2018 (the "Series 624 Tranche 2 Notes"), the Bank's U.S.$100,000,000 Floating Rate Notes due October 9, 2020, issued on April 3, 2018 (the "Series 624 Tranche 3 Notes"), the Bank's U.S.$100,000,000 Floating Rate Notes due October 9, 2020, issued on April 12, 2018 (the "Series 624 Tranche 4 Notes") and the Bank's U.S.$150,000,000 Floating Rate Notes due October 9, 2020, issued on April 27, 2018 (the "Series 624 Tranche 5 Notes")

Issue Price: 99.885 percent plus 9 days' accrued interest

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

Regulated Market

BofA Merrill Lynch

Morgan Stanley

The date of this Pricing Supplement is May 15, 2018.

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 January 8, 2001 (the "Prospectus") (which for the avoidance of doubt does not constitute a prospectus for the purposes of Part VI of the United Kingdom Financial Services and Markets Act 2000 or a base prospectus for the purposes of Directive 2003/71/EC of the European Parliament and of the Council). 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. These are the only terms which form part of the form of Notes for such issue.

 
1. Series No.:                                                    624 
Tranche No.:                                                      6 
2. Aggregate Principal Amount:                                    U.S.$250,000,000 
 
                                                                   As from the Issue Date, the Notes 
                                                                   will be consolidated and form 
                                                                   a single series with the Series 
                                                                   624 Tranche 1 Notes, the Series 
                                                                   624 Tranche 2 Notes, the Series 
                                                                   624 Tranche 3 Notes, the Series 
                                                                   624 Tranche 4 Notes and the Series 
                                                                   624 Tranche 5 Notes. 
3. Issue Price:                                                   U.S.$249,832,500 which amount 
                                                                   represents the sum of (a) 99.885 
                                                                   percent of the Aggregate Principal 
                                                                   Amount plus (b) the amount of 
                                                                   U.S.$120,000.00 representing 9 
                                                                   days' accrued interest, inclusive. 
4. Issue Date:                                                    May 18, 2018 
5. Form of Notes 
 (Condition 1(a)):                                                  Registered only, as further provided 
                                                                    in paragraph 9 of "Other Relevant 
                                                                    Terms" below 
6. Authorized Denomination(s)                                     U.S.$1,000 and integral multiples 
                                                                   thereof 
  (Condition 1(b)): 
7. Specified Currency                                             United States Dollars (U.S.$ or 
 (Condition 1(d)):                                                 USD) being the lawful currency 
                                                                   of the United States of America 
8. Specified Principal Payment                                    USD 
 Currency 
 (Conditions 1(d) and 7(h)): 
9. Specified Interest Payment                                     USD 
 Currency 
 (Conditions 1(d) and 7(h)): 
10. Maturity Date                                                 October 9, 2020 
 (Condition 6(a)): 
11. Interest Basis                                                Variable Interest Rate (Condition 
 (Condition 5):                                                    5(II)) 
12. Interest Commencement Date                                    May 9, 2018 
 (Condition 5(III)): 
13. Variable Interest Rate (Condition 
 5(II)): 
                       (a) Calculation Amount (if different       Not Applicable 
                        than Principal Amount of the 
                        Note): 
                       (b) Business Day Convention:               Modified Following Business Day 
                                                                   Convention 
                       (c) Specified Interest Period:             Not Applicable 
                       (d) Interest Payment Date:                 Monthly in arrear on the 9th day 
                                                                   of each month, commencing on June 
                                                                   9, 2018, up to and including the 
                                                                   Maturity Date. 
                                                                   Each Interest Payment Date is 
                                                                   subject to adjustment in accordance 
                                                                   with the Modified Following Business 
                                                                   Day Convention. 
                       (e) Reference Rate:                        1-Month USD-LIBOR-BBA. 
                                                                   "1-Month USD-LIBOR-BBA" means 
                                                                   the rate for deposits in USD for 
                                                                   a period of 1 month which appears 
                                                                   on Reuters Screen LIBOR01 (or 
                                                                   such other page that may replace 
                                                                   that page on that service or a 
                                                                   successor service) as of the Relevant 
                                                                   Time on the Interest Determination 
                                                                   Date; 
                                                                   "Relevant Time" means 11:00 a.m., 
                                                                   London time; 
                                                                   "Interest Determination Date" 
                                                                   means the second London Banking 
                                                                   Day prior to the first day of 
                                                                   the relevant Interest Period; 
                                                                   and 
                                                                   "London Banking Day" means a day 
                                                                   on which commercial banks are 
                                                                   open for general business, including 
                                                                   dealings in foreign exchange and 
                                                                   foreign currency deposits, in 
                                                                   London. 
                                                                   If such rate does not appear on 
                                                                   Reuters Screen LIBOR01 (or such 
                                                                   other page that may replace that 
                                                                   page on that service or a successor 
                                                                   service) at the Relevant Time 
                                                                   on the Interest Determination 
                                                                   Date, then the rate for 1-Month 
                                                                   USD-LIBOR-BBA shall be determined 
                                                                   on the basis of the rates at which 
                                                                   deposits in USD are offered at 
                                                                   the Relevant Time on the Interest 
                                                                   Determination Date by five major 
                                                                   banks in the London interbank 
                                                                   market (the "Reference Banks") 
                                                                   as selected by the Calculation 
                                                                   Agent, to prime banks in the London 
                                                                   interbank market for a period 
                                                                   of 1 month commencing on the first 
                                                                   day of the relevant Interest Period 
                                                                   and in an amount that is representative 
                                                                   for a single transaction in the 
                                                                   London interbank market at the 
                                                                   Relevant Time. The Calculation 
                                                                   Agent will request the principal 
                                                                   London office of each of the Reference 
                                                                   Banks to provide a quotation of 
                                                                   its rate. 
 
                                                                   If at least two such quotations 
                                                                   are provided, the rate for 1-Month 
                                                                   USD-LIBOR-BBA shall be the arithmetic 
                                                                   mean of such quotations. If fewer 
                                                                   than two quotations are provided 
                                                                   as requested, the rate for 1-Month 
                                                                   USD-LIBOR-BBA shall be the arithmetic 
                                                                   mean of the rates quoted by major 
                                                                   banks in New York City, selected 
                                                                   by the Calculation Agent, at approximately 
                                                                   11:00 a.m., New York City time, 
                                                                   on the first day of the relevant 
                                                                   Interest Period for loans in USD 
                                                                   to leading European banks for 
                                                                   a period of 1 month commencing 
                                                                   on the first day of the relevant 
                                                                   Interest Period and in an amount 
                                                                   that is representative for a single 
                                                                   transaction in the London interbank 
                                                                   market at such time. 
 
                                                                   If no quotation is available or 
                                                                   if the Calculation Agent determines 
                                                                   in its sole discretion that there 
                                                                   is no suitable bank that is prepared 
                                                                   to provide the quotes, the Calculation 
                                                                   Agent will determine the rate 
                                                                   for 1-Month USD-LIBOR-BBA for 
                                                                   the Interest Determination Date 
                                                                   in question in a manner that it 
                                                                   deems commercially reasonable 
                                                                   by reference to such additional 
                                                                   resources as it deems appropriate. 
                       (f) Primary Source for Interest            Reuters 
                        Rate Quotations for Reference 
                        Rate: 
                       (g) Calculation Agent:                     See "8. Identity of Calculation 
                                                                   Agent" 
                                                                   under "Other Relevant Terms" 
14. Other Variable Interest 
 Rate Terms (Conditions 5(II) 
 and (III)): 
                       (a) Spread:                                Not Applicable 
                       (b) Variable Rate Day Count                Act/360, adjusted 
                        Fraction if not actual/360: 
                       (c) Relevant Banking Center:               London and New York 
15. Relevant Financial Center:                                    London and New York 
16. Relevant Business Day:                                        London and New York 
17. Issuer's Optional Redemption                                  No 
 (Condition 6(e)): 
18. Redemption at the Option                                      No 
 of the Noteholders (Condition 
 6(f)): 
19. Governing Law:                                                New York 
            20. 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:                                   Each of the Managers represents 
                                                                   and agrees that it has complied 
                                                                   and will comply with all applicable 
                                                                   provisions of the Financial Services 
                                                                   and Markets Act 2000 with respect 
                                                                   to anything done by it in relation 
                                                                   to such Notes in, from or otherwise 
                                                                   involving the United Kingdom. 
            (c) 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, 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. 
21. Amendment to Condition 7(a)(i):                               Condition 7(a)(i) is hereby amended 
                                                                   by deleting the first sentence 
                                                                   thereof and replacing it with 
                                                                   the following: "Payments of principal 
                                                                   and interest in respect of Registered 
                                                                   Notes shall be made to the person 
                                                                   shown on the Register at the close 
                                                                   of business on the business day 
                                                                   before the due date for payment 
                                                                   thereof (the "Record Date")." 
22. Amendment to Condition 7(h):                                  The following shall apply to Notes 
                                                                   any payments in respect of which 
                                                                   are payable in a Specified Currency 
                                                                   other than United States Dollars: 
                                                                   Condition 7(h) is hereby amended 
                                                                   by deleting the words "the noon 
                                                                   buying rate in U.S. dollars in 
                                                                   the City of New York for cable 
                                                                   transfers for such Specified Currency 
                                                                   as published by the Federal Reserve 
                                                                   Bank of New York on the second 
                                                                   Business Day prior to such payment 
                                                                   or, if such rate is not available 
                                                                   on such second Business Day, on 
                                                                   the basis of the rate most recently 
                                                                   available prior to such second 
                                                                   Business Day" and replacing them 
                                                                   with the words "a U.S. dollar/Specified 
                                                                   Currency exchange rate determined 
                                                                   by the Calculation Agent as of 
                                                                   the second Business Day prior 
                                                                   to such payment, or, if the Calculation 
                                                                   Agent determines that no such 
                                                                   exchange rate is available as 
                                                                   of such second Business Day, on 
                                                                   the basis of the exchange rate 
                                                                   most recently available prior 
                                                                   to such second Business Day. In 
                                                                   making such determinations, the 
                                                                   Calculation Agent shall act in 
                                                                   good faith and in a commercially 
                                                                   reasonable manner having taken 
                                                                   into account all available information 
                                                                   that it shall deem relevant". 
                                                                   If applicable and so appointed, 
                                                                   and unless otherwise defined herein, 
                                                                   the "Calculation Agent" referred 
                                                                   to in amended Condition 7(h) shall 
                                                                   be the Global Agent under the 
                                                                   Bank's Global Debt Program - namely, 
                                                                   Citibank, N.A., London Branch, 
                                                                   or its duly authorized successor. 
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 
                                                                   Regulated Market. 
2. Details of Clearance System                                    Depository Trust Company (DTC); 
 Approved by the Bank and the                                      Euroclear Bank S.A./N.V.; Clearstream 
 Global Agent and Clearance and                                    Banking, société anonyme 
 Settlement Procedures: 
3. Syndicated:                                                    Yes 
4. If Syndicated: 
            (a) Liability:                                        Several and not joint 
            (b) Managers:                                         Merrill Lynch International 
                                                                   Morgan Stanley & Co. International 
                                                                   plc 
5. Commissions and Concessions:                                   No commissions or concession are 
                                                                   payable in respect of the Notes. 
6. Estimated Total Expenses:                                      None. The Managers have agreed 
                                                                   to pay for all material expenses 
                                                                   related to the issuance of the 
                                                                   Notes. 
7. Codes: 
            (a) CUSIP:                                            45818WBT2 
            (b) Common Code:                                      169702004 
            (c) ISIN:                                             US45818WBT27 
8. Identity of Managers:                                          Merrill Lynch International 
                                                                   Morgan Stanley & Co. International 
                                                                   plc 
9. Identity of Calculation Agent:                                             The Global Agent, Citibank, N.A., 
                                                                               London branch, will act as the 
                                                                               Calculation Agent. 
 
                                                                               All determinations of the Calculation 
                                                                               Agent shall (in the absence of 
                                                                               manifest error) be final and binding 
                                                                               on all parties (including, but 
                                                                               not limited to, the Bank and the 
                                                                               Noteholders) and shall be made 
                                                                               in its sole discretion in good 
                                                                               faith and in a commercially reasonable 
                                                                               manner in accordance with a calculation 
                                                                               agent agreement between the Bank 
                                                                               and the Calculation Agent. 
10. Provisions for Registered 
 Notes: 
(a) Individual Definitive Registered                              No 
 Notes Available on Issue Date: 
(b) DTC Global Note(s):                                           Yes, issued in accordance with 
                                                                   the Global Agency Agreement, dated 
                                                                   January 8, 2001, as amended, among 
                                                                   the Bank, Citibank, N.A. as Global 
                                                                   Agent, and the other parties thereto. 
(c) Other Registered Global                                       No 
 Notes: 
 

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 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 eligible counterparties, professional clients and retail 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 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 manufacturer's target market assessment) and determining appropriate distribution channels.

For the purposes of this provision, the expression MiFID II means Directive 2014/65/EU, as amended.

   2.         United States Federal Income Tax Matters 

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

Due to a change in law since the date of the Prospectus, the second paragraph of "-Payments of Interest" under the "United States Holders" section should be updated to read as follows: "Interest paid by the Bank on the Notes constitutes income from sources outside the United States and will generally be "passive" income for purposes of computing the foreign tax credit."

The Notes should be treated as variable rate debt instruments that are issued with a de minimis amount of discount. A United States holder will generally be taxed on interest on the Notes as ordinary income at the time such holder receives the interest or when it accrues, depending on the holder's method of accounting for tax purposes. However, the portion of the first interest payment on the Notes that represents a return of the 9 days of accrued interest that a United States holder paid as part of the Issue Price of the Notes will not be treated as an interest payment for United States federal income tax purposes, and will accordingly not be includible in income. Upon the sale, exchange, repurchase or maturity of the Notes, a United States holder should generally recognize gain or loss equal to the difference between the amount realized by such holder, excluding any amounts attributable to accrued but unpaid interest (which will be treated as interest payments), and such holder's tax basis in the Notes. Such gain or loss generally should be capital gain or loss and should be treated as long-term capital gain or loss to the extent the United States holder has held the Notes for more than one year. Long-term capital gain of individual taxpayers may be eligible for reduced rates of taxation. The deductibility of capital loss is subject to significant limitations.

The Notes will be issued with a de minimis amount of discount. While a United States holder is generally not required to include such discount in income prior to the sale or maturity of the Notes, under recently enacted legislation, United States holders that maintain certain types of financial statements and that are subject to the accrual method of tax accounting may be required to include the discount on the Notes in income no later than the time upon which they include such amounts in income on their financial statements. United States holders that maintain financial statements should consult their tax advisors regarding the tax consequences to them of this legislation.

Information with Respect to Foreign Financial Assets. Owners of "specified foreign financial assets" with an aggregate value in excess of U.S.$50,000 (and in some circumstances, a higher threshold) may be required to file an information report with respect to such assets with their tax returns. "Specified foreign financial assets" may include financial accounts maintained by foreign financial institutions, as well as the following, but only if they are held for investment and not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-United States persons, (ii) financial instruments and contracts that have non-United States issuers or counterparties, and (iii) interests in foreign entities. Holders are urged to consult their tax advisors regarding the application of this reporting requirement to their ownership of the Notes.

Medicare Tax. A United States holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax (the "Medicare tax") on the lesser of (1) the United States holder's "net investment income" (or "undistributed net investment income" in the case of an estate or trust) for the relevant taxable year and (2) the excess of the United States holder's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between U.S.$125,000 and U.S.$250,000, depending on the individual's circumstances). A holder's net investment income will generally include its interest income and its net gains from the disposition of Notes, unless such interest income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). United States holders that are individuals, estates or trusts are urged to consult their tax advisors regarding the applicability of the Medicare tax to their income and gains in respect of their investment in the Notes.

INTER-AMERICAN DEVELOPMENT BANK

By:_________________________________

   Name:          Gustavo Alberto De Rosa 
   Title:             Chief Financial Officer and 

General Manager, Finance Department

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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