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42BI Inter 2042

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Inter-American Development Bank Issue of Debt (3098S)

22/06/2018 5:00pm

UK Regulatory


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TIDM42BI

RNS Number : 3098S

Inter-American Development Bank

22 June 2018

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No: 649

INR 310,000,000 5.80 percent Notes due June 22, 2022 (the "Notes")

payable in Japanese Yen

Issue Price: 100.00 percent

No application has been made to list the Notes on any stock exchange.

J.P. Morgan Securities plc

The date of this Pricing Supplement is June 18, 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.

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.:                                      649 
 2.    Aggregate Principal Amount:                      INR 310,000,000 
 3.    Issue Price:                                     INR 310,000,000, which is 100.00 
                                                         percent of the Aggregate Principal 
                                                         Amount 
                                                         The Issue Price will be payable 
                                                         in Japanese Yen ("JPY"), being 
                                                         the lawful currency of Japan, 
                                                         in the amount of JPY 505,858,000 
                                                         (based on the agreed rate of 
                                                         JPY 1.6318 per one INR). 
 4.    Issue Date:                                      June 21, 2018 
 5.    Form of Notes                                    Bearer only. 
        (Condition 1(a)):                                The Notes will initially be 
                                                         represented by a temporary global 
                                                         note in bearer form (the "Temporary 
                                                         Bearer Global Note"). Interests 
                                                         in the Temporary Bearer Global 
                                                         Note will, not earlier than 
                                                         the Exchange Date, be exchangeable 
                                                         for interests in a permanent 
                                                         global note in bearer form (the 
                                                         "Permanent Bearer Global Note"). 
                                                         Interests in the Permanent Bearer 
                                                         Global Note will be exchangeable 
                                                         for definitive Notes in bearer 
                                                         form ("Definitive Bearer Notes"), 
                                                         with all Coupons, if any, in 
                                                         respect of interest attached, 
                                                         in the following circumstances: 
                                                         (i) if the Permanent Bearer 
                                                         Global Note is held on behalf 
                                                         of a clearing system and such 
                                                         clearing system is closed for 
                                                         business for a continuous period 
                                                         of fourteen (14) days (other 
                                                         than by reason of holidays, 
                                                         statutory or otherwise) or announces 
                                                         its intention to permanently 
                                                         cease business or does in fact 
                                                         do so, by any such holder giving 
                                                         written notice to the Global 
                                                         Agent; and (ii) at the option 
                                                         of any such holder upon not 
                                                         less than sixty (60) days' written 
                                                         notice to the Bank and the Global 
                                                         Agent from Euroclear and Clearstream, 
                                                         Luxembourg on behalf of such 
                                                         holder; provided, that no such 
                                                         exchanges will be made by the 
                                                         Global Agent, and no Noteholder 
                                                         may require such an exchange, 
                                                         during a period of fifteen (15) 
                                                         days ending on the due date 
                                                         for any payment of principal 
                                                         on the Notes. 
 6.    Authorized Denomination(s)                       INR 100,000 
         (Condition 1(b)): 
 7.    Specified Currency                               Indian Rupee ("INR"), being 
        (Condition 1(d)):                                the lawful currency of India; 
                                                         provided that all payments in 
                                                         respect of the Notes will be 
                                                         made in JPY. 
 8.    Specified Principal Payment                      JPY 
        Currency 
        (Conditions 1(d) and 7(h)): 
 9.    Specified Interest Payment                       JPY 
        Currency 
        (Conditions 1(d) and 7(h)): 
 10.   Maturity Date                                    June 22, 2022 
        (Condition 6(a); Fixed                           The Maturity Date is subject 
        Interest Rate):                                  to adjustment in accordance 
                                                         with the Modified Following 
                                                         Business Day Convention with 
                                                         no adjustment to the amount 
                                                         of interest otherwise calculated. 
 11.   Interest Basis                                   Fixed Interest Rate (Condition 
        (Condition 5):                                   5(I)) 
 12.   Interest Commencement Date                       June 22, 2018 
        (Condition 5(III)): 
 13.   Fixed Interest Rate (Condition 
        5(I)): 
              (a) Interest Rate:                        5.80 percent per annum 
              (b) Fixed Rate Interest                   Semi-annually in arrears on 
               Payment Date(s):                          June 22 and December 22 in each 
                                                         year, commencing on December 
                                                         22, 2018 and ending on the Maturity 
                                                         Date. 
                                                         Each Fixed Rate Interest Payment 
                                                         Date is subject to adjustment 
                                                         in accordance with the Modified 
                                                         Following Business Day Convention 
                                                         with no adjustment to the amount 
                                                         of interest otherwise calculated. 
                                                         An amount in JPY is payable 
                                                         per Authorized Denomination 
                                                         on each Fixed Rate Interest 
                                                         Payment Date, calculated as 
                                                         follows on the INR Valuation 
                                                         Date for such Fixed Rate Interest 
                                                         Payment Date: 
                                                         For each Fixed Rate Interest 
                                                         Payment Date: 
                                                         INR 2,900.00 multiplied by INR 
                                                         Rate 
                                                         (rounding, if necessary, the 
                                                         entire resulting figure to the 
                                                         nearest whole JPY, with 
                                                         JPY 0.5 being rounded upwards) 
                                                         Where: 
                                                         Provided that no Price Source 
                                                         Disruption Event is occurring 
                                                         on an INR Valuation Date, "INR 
                                                         Rate" means, in respect of such 
                                                         INR Valuation Date, the product 
                                                         of 100 and the reciprocal number 
                                                         of the INR RBIC Rate in respect 
                                                         of such INR Valuation Date. 
                                                         The resulting figure (expressed 
                                                         as the number of JPY per one 
                                                         INR) shall be rounded to four 
                                                         decimal places with 0.00005 
                                                         being rounded upwards. 
                                                         In the event that a Price Source 
                                                         Disruption Event is occurring 
                                                         on an INR Valuation Date, then 
                                                         the INR Rate in respect of such 
                                                         INR Valuation Date shall be 
                                                         determined by the Calculation 
                                                         Agent by requesting mid market 
                                                         quotations of the INR/JPY spot 
                                                         exchange rate, expressed as 
                                                         the amount of JPY per one INR, 
                                                         at or about 1:30 p.m. India 
                                                         Standard time on the first (1st) 
                                                         Relevant Business Day following 
                                                         the relevant INR Valuation Date 
                                                         from the Reference Dealers. 
                                                         If five or four quotations are 
                                                         provided as requested, the INR 
                                                         Rate will be the arithmetic 
                                                         mean (rounded to the nearest 
                                                         four decimal places with 0.00005 
                                                         being rounded upwards) of the 
                                                         remaining three or two such 
                                                         quotations, as the case may 
                                                         be, for such rate provided by 
                                                         the Reference Dealers, after 
                                                         disregarding the highest such 
                                                         quotation and the lowest such 
                                                         quotation (provided that, if 
                                                         two or more such quotations 
                                                         are the highest such quotations, 
                                                         then only one of such highest 
                                                         quotations shall be disregarded, 
                                                         and if two or more such quotations 
                                                         are the lowest quotations, then 
                                                         only one of such lowest quotations 
                                                         will be disregarded). 
                                                         If only three or two such quotations 
                                                         are provided as requested, the 
                                                         INR Rate shall be determined 
                                                         as described above except that 
                                                         the highest and lowest quotations 
                                                         will not be disregarded. 
                                                         If none or only one of the Reference 
                                                         Dealers provides such quotation, 
                                                         the INR Rate will be determined 
                                                         by the Calculation Agent in 
                                                         its sole discretion, acting 
                                                         in good faith and in a commercially 
                                                         reasonable manner. 
                                                         "INR RBIC Rate" means, in respect 
                                                         of an INR Valuation Date, the 
                                                         JPY/INR spot rate, expressed 
                                                         as the amount of INR per one 
                                                         hundred JPY, as published on 
                                                         Reuters Screen "RBIC" Page or 
                                                         any substitute or successor 
                                                         page for the purpose of displaying 
                                                         such rate, at approximately 
                                                         1:30 p.m. (Indian Standard Time) 
                                                         on such INR Valuation Date, 
                                                         or as soon thereafter as practicable. 
                                                         "INR Valuation Date" means the 
                                                         date that is five (5) Relevant 
                                                         Business Days prior to the relevant 
                                                         Fixed Rate Interest Payment 
                                                         Date or the Maturity Date, as 
                                                         applicable. 
                                                         "Price Source Disruption Event" 
                                                         means that no JPY/INR spot rate 
                                                         appears on the Reuters Screen 
                                                         "RBIC" Page (or any substitute 
                                                         or successor page for the purpose 
                                                         of displaying such rate) on 
                                                         the relevant INR Valuation Date. 
                                                         "Reference Dealers" means five 
                                                         banks active in the INR/JPY 
                                                         currency and foreign exchange 
                                                         market, as applicable, as selected 
                                                         by the Calculation Agent in 
                                                         its sole discretion, acting 
                                                         in good faith and in a commercially 
                                                         reasonable manner. 
              (c) Fixed Rate Day Count 
               Fraction(s):                             30/360 
 14.   Relevant Financial Centers:                      Tokyo 
 15.   Relevant Business Days:                          London, Mumbai, New York City 
                                                         and Tokyo 
 16.   Redemption Amount (Condition                     An amount in JPY per Authorized 
        6(a)):                                           Denomination, calculated as 
                                                         follows on the INR Valuation 
                                                         Date for the Maturity Date: 
                                                         INR 100,000 multiplied by INR 
                                                         Rate 
                                                         (rounding, if necessary, the 
                                                         entire resulting figure to the 
                                                         nearest whole JPY, with JPY 
                                                         0.5 being rounded upwards) 
 17.   Issuer's Optional Redemption                     No 
        (Condition 6(e)): 
 18.   Redemption at the Option                         No 
        of the Noteholders (Condition 
        6(f)): 
 19.   Early Redemption Amount                          In the event of any Notes becoming 
        (including accrued interest,                     due and payable prior to the 
        if applicable) (Condition                        Maturity Date as provided in 
        9):                                              Condition 9, the Early Redemption 
                                                         Amount with respect to each 
                                                         Authorized Denomination will 
                                                         be a JPY amount equal to the 
                                                         Redemption Amount that is determined 
                                                         in accordance with "16. Redemption 
                                                         Amount (Condition 6(a))" plus 
                                                         accrued and unpaid interest, 
                                                         if any, as determined in accordance 
                                                         with "13. Fixed Interest Rate 
                                                         (Condition 5(I))"; provided 
                                                         that, for the purpose of determining 
                                                         such JPY amount, the INR Valuation 
                                                         Date shall mean the date that 
                                                         is five (5) Relevant Business 
                                                         Days prior to the date on which 
                                                         the Early Redemption Amount 
                                                         shall be due and payable as 
                                                         provided in Condition 9. 
 20.   Governing Law:                                   New York 
 21.                          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. 
                                                         Notes in bearer form are subject 
                                                         to U.S. tax law requirements 
                                                         and may not be offered, sold 
                                                         or delivered within the United 
                                                         States or its possessions or 
                                                         to U.S. persons, except in certain 
                                                         circumstances permitted by U.S. 
                                                         tax regulations. 
                                                        (b) United Kingdom: 
                                                         The Dealer 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) India: 
                                                         The Dealer has acknowledged 
                                                         that, it will not offer or sell 
                                                         any Notes in India at any time. 
                                                         The Notes have not been approved 
                                                         by the Securities and Exchange 
                                                         Board of India, Reserve Bank 
                                                         of India or any other regulatory 
                                                         authority of India, nor have 
                                                         the foregoing authorities approved 
                                                         this Pricing Supplement or confirmed 
                                                         the accuracy or determined the 
                                                         adequacy of the information 
                                                         contained in this Pricing Supplement. 
                                                         This Pricing Supplement has 
                                                         not been and will not be registered 
                                                         as a prospectus or a statement 
                                                         in lieu of prospectus with the 
                                                         Registrar of Companies in India. 
                                                        (d) Japan: 
                                                         The Dealer represents that it 
                                                         is purchasing the Notes as principal 
                                                         and has agreed that in connection 
                                                         with the initial offering of 
                                                         Notes, it has not offered or 
                                                         sold and will not directly or 
                                                         indirectly offer or sell any 
                                                         Notes in Japan or to, or for 
                                                         the benefit of, any resident 
                                                         of Japan (including any Japanese 
                                                         corporation or any other entity 
                                                         organized under the laws of 
                                                         Japan), or to others for re-offering 
                                                         or resale, directly or indirectly, 
                                                         in Japan or to, or for the benefit 
                                                         of, any resident of Japan (except 
                                                         in compliance with the Financial 
                                                         Instruments and Exchange Law 
                                                         of Japan (Law no. 25 of 1948, 
                                                         as amended) and all other applicable 
                                                         laws and regulations of Japan), 
                                                         and furthermore undertakes that 
                                                         any securities dealer to whom 
                                                         it sells any Notes will agree 
                                                         that it is purchasing the Notes 
                                                         as principal and that it will 
                                                         not offer or sell any notes, 
                                                         directly or indirectly, in Japan 
                                                         or to or for the benefit of 
                                                         any resident of Japan (except 
                                                         as aforesaid). 
                                                        (e) General: 
                                                         No action has been or will be 
                                                         taken by the Bank 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. 
 22.   Amendment to Condition 7(a)(i)                 Amendment to Condition 7(a)(i): 
        and Condition 7(h):                           The following shall apply to 
                                                      Registered Notes. 
                                                      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"). 
                                                      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:                                         None 
 2.    Details of Clearance System                      Euroclear Bank SA/NV and/or 
        Approved by the Bank and                         Clearstream Banking, Luxembourg 
        the 
        Global Agent and Clearance 
        and 
        Settlement Procedures: 
 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:                        None. The Dealer has agreed 
                                                         to pay for all material expenses 
                                                         related to the issuance of the 
                                                         Notes. 
 6.    Codes: 
              (a) Common Code:                          182767859 
              (b) ISIN:                                 XS1827678597 
 7.    Identity of Dealer:                              J.P. Morgan Securities plc 
 8.    Identity of Calculation                          JPMorgan Chase Bank, N.A. 
        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 commercially 
                                                         reasonable manner in accordance 
                                                         with the calculation agent agreement 
                                                         between the Bank and the Calculation 
                                                         Agent. 
 9.    Provisions for Bearer Notes: 
              (a) Exchange Date:                        Not earlier than July 31, 2018, 
                                                         which is the date that is 40 
                                                         (forty) days after the Issue 
                                                         Date. 
              (b) Permanent Global Note:                Yes 
              (c) Definitive Bearer Notes:              No, except in the limited circumstances 
                                                         described under "Form of Notes" 
                                                         herein and in the Prospectus 
              (d) Individual Definitive                 No 
               Registered Notes: 
              (e) Registered Global Notes:              No 
 10.   Additional Risk Factors:                         As set forth in the Additional 
                                                         Investment Considerations 
 
 

General Information

IDB Statement on Venezuela

On May 14, Venezuela passed the Bank's 180-day limit for payment arrears for an amount of $88.3 million, placing the country in a non-accrual status. Venezuela's total loan arrears, including those that have not yet reached the 180-day limit, stand at $212.4 million on a total debt of $2.011 billion. Venezuela's debt to the IDB represents 1.6% of the Bank's total assets as of March 31, 2018. Under the IDB's guidelines on arrears, the Bank cannot undertake any lending activities concerning Venezuela until its arrears are cleared. As a matter of policy, the Bank does not reschedule its sovereign-guaranteed loans. The IDB does not expect Venezuela's non-accrual event to affect the Bank's 2018 liquidity and capital ratios, which remain strong and in full compliance with its financial policies. The IDB anticipates that the event will not affect its 2018 lending program. Venezuela, which became a shareholder of the IDB when the institution was founded in 1959, has reiterated its commitment to the IDB and its intention to undertake regular payments. The IDB acknowledges Venezuela's efforts and will continue to work with its government to resolve the arrears.

Additional Information regarding the Notes

Additional Investment Considerations:

There are significant risks associated with the Notes, including but not limited to exchange rate risk, price risk and liquidity risk. Investors should consult their own financial, legal, accounting and tax advisors about the risks associated with an investment in these Notes, the appropriate tools to analyze that investment, and the suitability of the investment in each investor's particular circumstances.

The methodologies for determining the Japanese Yen-Indian Rupee foreign exchange rate may result in a Redemption Amount of the Notes, or an interest payment on the Notes, being significantly less than anticipated.

The Bank may hedge its obligations under the Notes by entering into a swap transaction with the Dealer or one of its affiliates as swap counterparty. Assuming no change in market conditions or any other relevant factors, the price, if any, at which the Dealer or another purchaser might be willing to purchase Notes in a secondary market transaction is expected to be lower, and could be substantially lower, than the original issue price of the Notes. This is due to a number of factors, including that (i) the potential profit to the secondary market purchaser of the Notes may be incorporated into any offered price and (ii) the cost of funding used to value the Notes in the secondary market is expected to be higher than our actual cost of funding incurred in connection with the issuance of the Notes. In addition, the original issue price of the Notes included, and secondary market prices are likely to exclude, the projected profit that our swap counterparty or its affiliates may realize in connection with this swap. Further, as a result of dealer discounts, mark-ups or other transaction costs, any of which may be significant, the original issue price may differ from values determined by pricing models used by our swap counterparty or other potential purchasers of the Notes in secondary market transactions.

The Notes offered by this Pricing Supplement are complex financial instruments and may not be suitable for certain investors. Investors intending to purchase the Notes

should consult with their tax and financial advisors to ensure that the intended purchase meets the investment objective before making such purchase.

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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