|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/22/22 Nordic Investment Bank FWP 1:73K Nordic Investment Bank Broadridge Fin’l So… Inc |
Document/Exhibit Description Pages Size 1: FWP Free-Writing Prospectus HTML 59K
|
Issuer:
|
Nordic Investment Bank (“NIB”)
|
|
Ratings:
|
Aaa (Moody's), AAA (S&P)
|
|
Status:
|
Senior, direct and unsecured obligations of the Issuer
|
|
Form / Type:
|
Global, SEC Registered
|
|
Nominal Amount:
|
USD 350,000,000
|
|
Pricing Date:
|
|
|
Issue Date:
|
|
|
Maturity Date:
|
|
|
Interest Rate:
|
Compounded SOFR + the Margin
|
|
Margin:
|
+ 100bps per annum
|
|
Compounded SOFR:
|
Subject to the "Compounded SOFR Fallback Provisions" below, for any Interest Period, Compounded SOFR will be calculated by the Calculation
Agent on each Interest Determination Date as follows and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards:
 where:
"SOFR IndexStart" means the SOFR Index value on the day which is five U.S. Government Securities Business Days preceding the first date of the relevant Interest Period
"SOFR IndexEnd" means the SOFR Index value on the day which is five U.S. Government Securities Business Days preceding the Interest Payment Date relating to such Interest Period (or in the final Interest Period, the
Maturity Date)
"dc"
means the number of calendar days in the Observation Period relating to such Interest Period
|
|
"Observation Period" means the period from and including five U.S. Government Securities Business Days preceding an Interest
Payment Date to but excluding five U.S. Government Securities Business Days preceding the next Interest Payment Date, provided that the first Observation Period shall be from and including five U.S. Government Securities Business Days
preceding the Settlement Date to but excluding the five U.S. Government Securities Business Days preceding the first Interest Payment Date.
|
|
|
SOFR Index:
|
The SOFR Index in relation to any U.S. Government Securities Business Day shall be the value as published by the SOFR Administrator on the
SOFR Administrator's Website at 3:00 p.m. (New York Time) on such U.S. Government Securities Business Day ("SOFR Determination Time").
|
|
Interest Periods:
|
Each quarterly period from, and including, the prior Interest Payment Date to, but excluding, the next Interest Payment Date (or, in the case
of the final Interest Period, the Maturity Date).
|
|
Interest Payment Dates:
|
Quarterly in arrear, every February 12, May 12, August 12 and November 12, up to and including the Maturity Date, subject to the Business Day
Convention, commencing on February 12, 2023.
|
|
Day Count Fraction:
|
ACT/360
|
|
Interest Determination
Date:
|
The date falling five U.S. Government Securities Business Days prior to the final day of each Interest Period.
|
|
U.S. Government
Securities Business Day:
|
Any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed
income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
|
|
Business Days:
|
New York
|
|
Fixing:
|
U.S. Government Securities Business Day
|
|
Business Day Convention:
|
Modified Following, Adjusted
|
|
Reoffer spread:
|
Compounded SOFR + 41bps per annum
|
|
Reoffer price:
|
101.916%
|
|
Fees:
|
0.033%
|
|
Accrued Interest:
|
16 days from and including November 12, 2022 to but excluding the Issue Date of USD 745,944.89 |
|
All In price:
|
101.883%
|
|
Net Proceeds:
|
USD 357,336,444.89 (including 16 days Accrued Interest)
|
|
Denominations:
|
USD 200,000 and integral multiples of USD 1,000 thereafter
|
|
Redemption:
|
At Par
|
|
Listing:
|
Luxembourg Stock Exchange
|
|
Settlement:
|
DTC, Euroclear, Clearstream
|
|
Governing Law:
|
New York
|
|
MiFID II / MiFIR Product
Governance:
|
The manufacturer’s target market (MiFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution
channels).
|
|
Joint Bookrunners:
|
HSBC Bank plc and J.P. Morgan SE
|
|
ISIN / CUSIP / Common Code:
|
US65562QBR56 / 65562QBR5 / 234263927
|
|
Fiscal/Paying Agent:
|
Citibank N.A.
|
|
Calculation Agent:
|
Citibank N.A.
|
|
Risk Factors:
|
As set out in the Pricing Supplement
|
|
Compounded SOFR
Fallback Provisions:
|
SOFR Index Unavailable:
If a SOFR IndexStart or SOFR IndexEnd is not published on the associated Interest Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect
to SOFR Index or SOFR, “Compounded SOFR” means, for the applicable Interest Period for which such index is not available, the rate of return on a daily compounded interest investment calculated by the Calculation Agent in accordance
with the formula for SOFR Averages, and definitions required for such formula, published on the SOFR Administrator’s Website at https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information (or any replacement page). For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions to
"calculation period" shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If the daily SOFR (“SOFRi”) does not so appear for any day “i” in the Observation Period, SOFRi for
such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator's Website.
If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred during such Interest Period, the provisions below
under “Effect of Benchmark Transition Event” shall apply to that Interest Period and any future Interest Periods (subject to the occurrence of any future Benchmark Transition Event).
Effect of Benchmark Transition Event
Notwithstanding the foregoing, if for any Interest Determination Date NIB determines on or prior to the relevant Reference Time that a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark (including any daily published component used in the calculation thereof),
NIB shall use reasonable endeavours, as soon as reasonably practicable, to appoint an Independent Adviser to determine (in consultation with NIB) the Benchmark Replacement which will replace the then-current Benchmark (or such component)
for all purposes relating to the Notes in respect of all determinations on such date and for all determinations on all subsequent Interest Determination Dates (subject to the subsequent operation of this provision).
In connection with the implementation of a Benchmark Replacement, the Independent Adviser, in consultation with NIB, will have the right to
make Benchmark Replacement Conforming Changes from time to time.
Any determination, decision or election that may be made by the Independent Adviser, in consultation with NIB, pursuant to this section, including any
determination with respect to a rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:
|
|
(1) will be conclusive and binding absent manifest error;
(2) will be made in the sole discretion of the Independent Adviser, in consultation with NIB, as
applicable; and
(3) notwithstanding anything to the contrary in the documentation relating to the Notes, shall become
effective without consent from the holders of the Notes or any other party.
If NIB is not able to appoint an Independent Adviser or the Independent Adviser does not determine a Benchmark Replacement, then Compounded
SOFR shall be determined by NIB in accordance with the provisions as set out below.
Where:
“Benchmark” means, initially, Compounded SOFR as such terms are defined above; provided that if for
any Interest Determination Date NIB determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR (including any daily published
component used in the calculation thereof) or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first alternative set forth in the order below that can be
determined by the Independent Adviser, in consultation with NIB, as of the Benchmark Replacement Date.
(1) the sum of: (a) the alternate reference rate that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark (including any daily published component used in the calculation thereof) and (b) the Benchmark Replacement Adjustment;
(2) the sum of: (a) the ISDA Fallback Rate and (b) the ISDA Fallback Adjustment; or
(3) the sum of: (a) the alternate reference rate that has been selected by the Independent Adviser, in consultation with NIB, as
the replacement for the then-current Benchmark (including any daily published component used in the calculation thereof) giving due consideration to any industry- accepted reference rate as a replacement for the then-current Benchmark (or
such component) for U.S. dollar denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by
the Independent Adviser, in consultation with NIB, as of the Benchmark Replacement Date:
(1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive
or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; or
(2) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the
Independent Adviser, in consultation with NIB, giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark
(including any daily published component used in the calculation thereof) with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate notes at such time.
|
|
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any
technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of interest, rounding of amounts and other administrative matters (including changes to the fallback
provisions)) that the Independent Adviser, in consultation with NIB, decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Independent Adviser,
in consultation with NIB, decides that adoption of any portion of such market practice is not administratively feasible or if the Independent Adviser, in consultation with NIB, determines that no market practice for use of the Benchmark
Replacement exists, in such other manner as the Independent Adviser, in consultation with NIB, determines is reasonably necessary).
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the
then-current Benchmark (including any daily published component used in the calculation thereof):
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of
(a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark (or such component) permanently or indefinitely ceases to provide the Benchmark (or such
component); or
(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the
public statement or publication of information referenced therein.
For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the
Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect
to the then-current Benchmark (including any daily published component used in the calculation
thereof):
(1) a public statement or publication of information by or on behalf of the administrator of the
Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide the Benchmark (or such component); or
(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such
component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the
administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark
(or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to
provide the Benchmark (or such component); or
|
|
(3) a public statement or publication of information by the regulatory supervisor for the
administrator of the Benchmark (or such component) announcing that the Benchmark (or such component) is no longer representative.
“Independent Adviser” means a reputable independent financial institution or other reputable
independent financial adviser experienced in the international debt capital markets, in each case appointed by NIB at its own expense.
“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and
Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or
zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA
Definitions to be effective upon the occurrence of an index cessation event with respect to the Benchmark (including any daily published component used in the calculation thereof) of the applicable tenor excluding any applicable ISDA
Fallback Adjustment.
“Reference Time” with respect to any determination of the Benchmark means the SOFR Determination Time,
or (if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred), the time determined by the Independent Adviser, in consultation with NIB, after giving effect to the Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New
York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
"SOFR Administrator" means the Federal Reserve Bank of New York or any successor administrator of the
SOFR Index and Secured Overnight Financing Rate.
"SOFR Administrator's Website" means the website of the SOFR Administrator.
|
|
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement
Adjustment.
In the event Compounded SOFR cannot be determined in accordance with the foregoing provisions, Compounded SOFR will be (i) that determined at the last
preceding Interest Determination Date or (ii) if there is no such preceding Interest Determination Date, the initial Interest Rate (minus the Margin) which would have been applicable to the Notes for the scheduled first Interest Period had
the Notes been in issue for a period equal in duration to the scheduled first Interest Period but ending on, and excluding, the Issue Date.
|
| This ‘FWP’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/12/26 | None on these Dates | |||
| 2/12/23 | ||||
| 11/30/22 | ||||
| Filed on: | 11/22/22 | |||
| 11/12/22 | ||||
| 8/23/22 | ||||
| 5/16/22 | ||||
| 5/12/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/26/22 Nordic Investment Bank 18-K/A 8/26/22 3:8.4M Broadridge Fin’l So… Inc 4/28/22 Nordic Investment Bank 18-K/A 4/28/22 2:2.2M Broadridge Fin’l So… Inc 2/22/22 Nordic Investment Bank 18-K 12/31/21 8:7.1M Donnelley … Solutions/FA 5/14/21 Nordic Investment Bank 18-K 12/31/20 6:1.1M Donnelley … Solutions/FA 2/17/21 Nordic Investment Bank 18-K/A 12/31/19 3:3M Donnelley … Solutions/FA 12/18/20 Nordic Investment Bank 424B2 1:1.2M Donnelley … Solutions/FA 11/18/20 Nordic Investment Bank S-B 6:1.3M Donnelley … Solutions/FA 4/30/20 Nordic Investment Bank 18-K 12/31/19 6:1.1M Donnelley … Solutions/FA 2/26/20 Nordic Investment Bank 18-K/A 12/31/18 3:4M Donnelley … Solutions/FA |