Issue of Debt

Inter-American Development Bank

05 February 2025

 

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No: 966

USD 50,000,000 Multi Callable Zero Coupon Notes due February 5, 2055 (the "Notes")

Issue Price: 16.268898 percent

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

Nomura

The date of this Pricing Supplement is January 31, 2025

The Series 966 Notes have been issued with original issue discount for U.S. 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.

UK MiFIR product governance / Retail investors, professional investors and ECPs target market - See "General Information-Additional Information Regarding the Notes-Matters relating to UK MiFIR" below.

Terms and Conditions

The following items under this heading "Terms and Conditions" are the particular terms which relate to the issue the subject of this Pricing Supplement.  Together with the applicable Conditions (as defined above), which are expressly incorporated hereto, these are the only terms that form part of the form of Notes for such issue.

1.	Series No.:	966
2.	Aggregate Principal Amount:	USD 50,000,000
3.	Issue Price:	USD 8,134,449, which is 16.268898 percent of the Aggregate Principal Amount
4.	Issue Date:	February 5, 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 100,000 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):	February 5, 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:	6.24 percent per annum
	(b)        Reference Price:	Issue Price
	(c)        Basis:	Compounded annually
14.	Relevant Financial Center:	London and New York
15.	Relevant Business Days:	London and 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 50,000,000.00 being 100 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):	February 5 in each year, commencing on February 5, 2028, up to and including February 5, 2054.
	(d) Early Redemption Amount Bank:	​February 5, 2028	​USD 9,754,215.00 which is approximately 19.51 percent of the Aggregate Principal Amount
		February 5,​ 2029	USD 10,362,880.00 which is approximately 20.73 percent of the Aggregate Principal Amount
		February 5, 2030	USD 11,009,520.00 which is approximately 22.02 percent of the Aggregate Principal Amount
		February 5, 2031	USD 11,696,515.00 which is approximately 23.39 percent of the Aggregate Principal Amount
		February 5, 2032	USD 12,426,380.00 which is approximately 24.85 percent of the Aggregate Principal Amount
		February 5, 2033	USD 13,201,785.00 which is approximately 26.40 percent of the Aggregate Principal Amount
		February 5, 2034​	USD 14,025,575.00 which is approximately 28.05 percent of the Aggregate Principal Amount
		February 5, 2035	USD 14,900,770.00 which is approximately 29.80 percent of the Aggregate Principal Amount
		February 5, 2036	USD 15,830,580.00 which is approximately 31.66 percent of the Aggregate Principal Amount
		February 5, 2037	USD 16,818,410.00 which is approximately 33.64  percent of the Aggregate Principal Amount
		February 5, 2038	USD 17,867,875.00 which is approximately 35.74 percent of the Aggregate Principal Amount
		February 5, 2039	USD 18,982,830.00 which is approximately 37.97 percent of the Aggregate Principal Amount
		February 5, 2040 February 5, 2041 February 5, 2042 February 5, 2043 February 5, 2044 February 5, 2045 February 5, 2046 February 5, 2047 February 5, 2048 February 5, 2049 February 5, 2050 February 5, 2051 February 5, 2052	USD 20,167,360.00 which is approximately 40.33 percent of the Aggregate Principal Amount USD 21,425,805.00 which is approximately 42.85 percent of the Aggregate Principal Amount USD 22,762,775.00 which is approximately 45.53 percent of the Aggregate Principal Amount USD 24,183,170.00 which is approximately 48.37 percent of the Aggregate Principal Amount USD 25,692,200.00 which is approximately 51.38 percent of the Aggregate Principal Amount USD 27,295,395.00 which is approximately 54.59 percent of the Aggregate Principal Amount USD 28,998,625.00 which is approximately 58.00 percent of the Aggregate Principal Amount USD 30,808,140.00 which is approximately 61.62 percent of the Aggregate Principal Amount USD 32,730,570.00 which is approximately 65.46 percent of the Aggregate Principal Amount USD 34,772,955.00 which is approximately 69.55 percent of the Aggregate Principal Amount USD 36,942,790.00 which is approximately 73.89 percent of the Aggregate Principal Amount USD 39,248,020.00 which is approximately 78.50 percent of the Aggregate Principal Amount USD 41,697,095.00  which is approximately 83.39 percent of the Aggregate Principal Amount
		February 5, 2053	USD 44,298,995.00  which is approximately 88.60 percent of the Aggregate Principal Amount
		February 5, 2054	USD 47,063,255.00  which is approximately 94.13 percent of the Aggregate Principal Amount
For the avoidance of doubt, the percentage figures detailed above are not for calculation purposes and have been rounded.
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:	None.
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:	XS2990449048
	(b)        Common Code:	299044904
7.	Identity of Dealer:	Nomura International 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 966 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 Manager 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.

General Information

Additional Information Regarding the Notes

Matters relating to UK MiFIR

The Bank does not fall under the scope of application of the UK MiFIR regime.  Consequently, the Bank does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of UK MiFIR.

UK MiFIR product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of the UK manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA, eligible counterparties, as defined in COBS, and professional clients, as defined in UK MiFIR; and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the UK manufacturer's target market assessment; however, a distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the UK manufacturer's target market assessment) and determining appropriate distribution channels.

For the purposes of this provision, (i) the expression "UK manufacturer" means the Dealer, (ii) the expression "COBS" means the FCA Handbook Conduct of Business Sourcebook, (iii) the expression "UK MiFIR" means Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA, and (iv) the expression "UK MiFIR Product Governance Rules" means the FCA Handbook Product Intervention and Product Governance Sourcebook.

INTER-AMERICAN DEVELOPMENT BANK

 

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