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International Bank for Reconstruction & Development – ‘DSTRBRPT’ on 2/10/15

On:  Tuesday, 2/10/15, at 4:01pm ET   ·   Accession #:  1193125-15-41535   ·   File #:  83-00003

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 2/10/15  Int’l Bank for Reconstructio… Dev DSTRBRPT               1:105K                                   Donnelley … Solutions/FA

Distribution of Primary Obligations Report by an International Development Bank
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DSTRBRPT    Distribution of Primary Obligations Report by an    HTML     76K 
                          International Development Bank                         


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  DSTRBRPT  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street, N.W.

Washington, D.C. 20549

REPORT OF

INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT

In respect of its

U.S. Dollar 4,000,000,000 1.625 per cent. Notes due February 10, 2022

Filed pursuant to Rule 3 of Regulation BW

Dated: February 10, 2015


The following information regarding the U.S. Dollar 4,000,000,000 1.625 per cent. Notes due February 10, 2022 (the “Notes”) of the International Bank for Reconstruction and Development is being filed pursuant to Rule 3 of Regulation BW. As authorized by Rule 4 of Regulation BW, certain information is provided in the form of a Prospectus (the “Prospectus”) for the Bank’s Global Debt Issuance Facility (the “Facility”), the most recent version of which (dated May 28, 2008) is already on file with the Securities and Exchange Commission and in the form of an Information Statement (the “Information Statement”), the most recent version of which (dated September 16, 2014) is already on file with the Securities and Exchange Commission.

Item 1.    Description of Obligations

(a)     U.S. Dollar 4,000,000,000 1.625 per cent. Notes due February 10, 2022.

(b)     The interest rate per U.S. Dollar 1,000 (the “Specified Denomination”) shall be 1.625 per cent. per annum, payable semi-annually in arrear on each February 10 and August 10, commencing August 10, 2015, and ending on February 10, 2022.

(c) Maturing February 10, 2022. The maturity of the Notes may be accelerated if the Bank shall default in the payment of the principal of, or interest on, or in the performance of any covenant in respect of a purchase fund or a sinking fund for any bonds, notes (including the Notes) or similar obligations which have been issued, assumed or guaranteed by the Bank, such default shall continue for a period of 90 days, a holder notifies the Bank that it elects to declare the principal of Notes held by it to be due and payable, and all such defaults have not been cured by 30 days after such notice has been delivered. Any such notice shall be accompanied by appropriate proof that the notifying party is a Noteholder.

(d) Not Applicable.

(e) Bank’s standard negative pledge clause (see Condition 4 on page 22 of the Prospectus).

(f) Not Applicable.

(g) No provisions have been made for the amendment or modification of the terms of the obligations by the holders thereof or otherwise.

(h) See Prospectus, pages 8-13.

(i) Federal Reserve Bank of New York, 33 Liberty Street, New York, New York 10045.

Item 2.    Distribution of Obligations

As of February 9, 2015, the Bank entered into a Terms Agreement with Barclays Bank PLC, BNP Paribas, BMO Capital Markets Corp, CastleOak Securities, L.P., Citigroup


Global Markets Inc., Credit Suisse Securities (Europe) Limited, Daiwa Capital Markets Europe Limited, Deutsche Bank AG, London Branch, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, FTN Financial Securities Corp., Goldman Sachs International, HSBC Securities (USA) Inc, Jefferies International Limited, J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. International plc, Nomura International plc, RBC Capital Markets, LLC, Skandinaviska Enskilda Banken AB (publ), The Toronto-Dominion Bank and Wells Fargo Securities, LLC (collectively, the “Managers”), pursuant to which the Bank agreed to issue, and the Managers agreed to purchase, a principal amount of the Notes aggregating USD 4,000,000,000 at 99.233% of par. The Notes will be offered for sale subject to issuance and acceptance by the Managers and subject to prior sale. Delivery of the Notes is expected to be made on or about February 12, 2015.

The Terms Agreement provides that the obligations of the Managers are subject to certain conditions, including the continued accuracy of the Bank’s representations and warranties set forth in the Bank’s Standard Provisions relating to the issuance of notes under the Global Debt Issuance Facility (the “Standard Provisions”), the most recent version of which (dated as of May 28, 2008) is already on file with the Securities and Exchange Commission.

Item 3.    Distribution Spread

 

Price to

Public

  

Selling Discounts

and Commissions

 

Proceeds to

the Bank

Per Unit: 99.233%

   0.15%   99.083%

Total: USD 3,969,320,000

   USD 6,000,000   USD 3,963,320,000

Item 4.    Discounts and Commissions to Sub-Underwriters and Dealers

None

Item 5.    Other Expenses of Distribution

As the Notes are offered as part of a continuous series of borrowings under the Facility, precise expense amounts for this transaction are not yet known.

Item 6.    Application of Proceeds

The net proceeds will be used in the general operations of the Bank.

Item 7.    Exhibits

 

  A. Final Terms dated February 9, 2015.

 

  B. Terms Agreement dated February 9, 2015.


EXECUTION VERSION

Final Terms dated February 9, 2015

International Bank for Reconstruction and Development

Issue of US$4,000,000,000 1.625 per cent. Notes due February 10, 2022

under the

Global Debt Issuance Facility

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 May 28, 2008. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with such Prospectus.

 

SUMMARY OF THE NOTES

1.

   Issuer:   

International Bank for Reconstruction and Development

(“IBRD”)

2.

   (i)   

Series Number:

   11176
   (ii)   

Tranche Number:

   1

3.

   Specified Currency or Currencies (Condition 1(d)):    United States Dollars (“US$”)

4.

   Aggregate Nominal Amount:   
   (i)   

Series:

   US$4,000,000,000
   (ii)   

Tranche:

   US$4,000,000,000

5.

   (i)   

Issue Price:

   99.233 per cent. of the Aggregate Nominal Amount
   (ii)   

Net proceeds:

   US$3,963,320,000

6.

   Specified Denominations (Condition 1(b)):    US$1,000 and integral multiples thereof

7.

   Issue Date:    February 12, 2015

8.

   Maturity Date (Condition 6(a)):    February 10, 2022

9.

   Interest Basis (Condition 5):   

1.625 per cent. Fixed Rate

(further particulars specified below)

10.

   Redemption/Payment Basis (Condition 6):    Redemption at par

11.

   Change of Interest or Redemption/Payment Basis:    Not Applicable

12.

   Call/Put Options (Condition 6):    None

13.

   Status of the Notes (Condition 3):    Unsecured and unsubordinated

14.

   Listing:    Luxembourg Stock Exchange

15.

   Method of distribution:    Syndicated


PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16.

   Fixed Rate Note Provisions (Condition 5(a)):    Applicable
   (i)   

Rate of Interest:

   1.625 per cent. per annum payable semi-annually in arrear
   (ii)   

Interest Payment Date(s):

   February 10 and August 10 of each year, commencing August 10, 2015, to and including the Maturity Date
   (iii)   

Fixed Coupon Amount(s):

   US$8.13 per minimum Specified Denomination
   (iv)   

Broken Amount(s)

   Initial Broken Amount of US$8.03 per minimum Specified Denomination, payable on August 10, 2015
   (v)   

Day Count Fraction (Condition 5(l)):

   30/360
   (vi)   

Other terms relating to the method of calculating interest for Fixed Rate Notes:

   Not Applicable

PROVISIONS RELATING TO REDEMPTION

17.

  

Final Redemption Amount of each Note (Condition 6):

   US$1,000 per minimum Specified Denomination

18.

  

Early Redemption Amount (Condition 6(c)):

   As set out in the Conditions

GENERAL PROVISIONS APPLICABLE TO THE NOTES

19.

  

Form of Notes (Condition 1(a)):

  

Fed Bookentry Notes:

 

Fed Bookentry Notes available on Issue Date

20.

  

New Global Note:

  

No

21.

  

Financial Centre(s) or other special provisions relating to payment dates (Condition 7(h)):

  

New York

22.

  

Governing law (Condition 14):

  

New York

23.

  

Other final terms:

  

Not Applicable

 

-2-


DISTRIBUTION

  

24.

   (i)   

If syndicated, names of

Managers and underwriting

commitments:

  BNP Paribas:      US$927,500,000   
        Citigroup Global Markets Inc.:      US$927,500,000   
       

Merrill Lynch, Pierce, Fenner & Smith

     Incorporated:

     US$927,500,000   
        The Toronto-Dominion Bank:      US$927,500,000   
        BMO Capital Markets Corp.:      US$55,000,000   
        Deutsche Bank AG, London Branch:      US$100,000,000   
        HSBC Securities (USA) Inc.:      US$50,000,000   
        Nomura International plc:      US$20,000,000   
        Barclays Bank PLC:      US$5,000,000   
        CastleOak Securities, L.P.:      US$5,000,000   
        Credit Suisse Securities (Europe) Limited:      US$5,000,000   
        Daiwa Capital Markets Europe Limited:      US$5,000,000   
        DZ BANK AG   
        Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main:      US$5,000,000   
        FTN Financial Securities Corp:      US$5,000,000   
        Goldman Sachs International:      US$5,000,000   
        Jefferies International Limited:      US$5,000,000   
        J.P. Morgan Securities plc:      US$5,000,000   
        Morgan Stanley & Co. International plc:      US$5,000,000   
        RBC Capital Markets, LLC:      US$5,000,000   
        Skandinaviska Enskilda Banken AB (publ):      US$5,000,000   
        Wells Fargo Securities, LLC:      US$5,000,000   
   (ii)   

Stabilizing Manager(s) (if any):

  Not Applicable   

25.

   If non-syndicated, name of Dealer:   Not Applicable   

26.

   Total commission and concession:   0.15 per cent of the Aggregate Nominal Amount   

27.

   Additional selling restrictions:   Not Applicable   

OPERATIONAL INFORMATION

  

28.

   ISIN Code:   US459058DY63   

29.

   CUSIP:   459058DY6   

30.

   Common Code:   118693345   

31.

   Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme and The Depository Trust Company and the relevant identification number(s):  

Bookentry system of the Federal Reserve Banks; Euroclear

Bank S.A./N.V.; Clearstream Banking, société anonyme

  

  

32.

   Delivery:   Delivery against payment   

33.

   Intended to be held in a manner which would allow Eurosystem eligibility:   Not Applicable   

 

-3-


GENERAL INFORMATION

IBRD’s most recent Information Statement was issued on September 16, 2014.

LISTING APPLICATION

These Final Terms comprise the final terms required for the admission to the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange’s regulated market of the Notes described herein issued pursuant to the Global Debt Issuance Facility of International Bank for Reconstruction and Development.

SUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The disclosure in the accompanying Prospectus under the heading “Tax Matters—United States Federal Income Taxation—Treatment of Qualified Stated Interest” should apply to the Notes.

Information with Respect to Foreign Financial Assets. Owners of “specified foreign financial assets” with an aggregate value in excess of US$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 (such as the Notes), as well as the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-United States persons, (ii) financial instruments and contracts held for investment that have non-United States issuers or counterparties, and (iii) interests in foreign entities. Holders should consult their tax advisors regarding the application of this legislation to their ownership of the Notes.

Medicare Tax. A U.S. 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, will be subject to a 3.8% tax on the lesser of (1) the U.S. Holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between US$125,000 and US$250,000, depending on the individual’s circumstances). A holder’s net investment income will generally include its gross interest income and its net gains from the disposition of Notes, unless such interest payments 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). If you are a U.S. Holder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the Notes.

RESPONSIBILITY

IBRD accepts responsibility for the information contained in these Final Terms.

 

  Signed on behalf of IBRD:
  By:   /s/ Huy-Long Le
    Name: Huy-Long Le
    Title:   Authorized Officer
    Duly authorized

 

-4-


EXECUTION VERSION

TERMS AGREEMENT NO. 11176 UNDER THE FACILITY

February 9, 2015

International Bank for Reconstruction

and Development

1818 H Street, N.W.

Washington, D.C. 20433

The undersigned agree to purchase from you (the “Bank”) the Bank’s US$4,000,000,000 1.625 per cent. Notes due February 10, 2022 (the “Notes”) described in the Final Terms, dated as of the date hereof (the Final Terms”) at 11:00 a.m. New York time on February 12, 2015 (the “Settlement Date”) at an aggregate purchase price of US$3,963,320,000 (which is 99.083 per cent. of the aggregate nominal amount of the Notes) on the terms set forth herein and in the Standard Provisions, amended and restated as of May 28, 2008, relating to the issuance of Notes by the Bank (the “Standard Provisions”), incorporated herein by reference. In so purchasing the Notes, each of the undersigned understands and agrees that it is not acting as an agent of the Bank in the sale of the Notes.

When used herein and in the Standard Provisions as so incorporated, the term “Notes” refers to the Notes as defined herein and the term “Time of Sale” refers to February 4, 2015, 12:15 p.m. New York time. All other terms defined in the Prospectus, the Final Terms relating to the Notes and the Standard Provisions shall have the same meaning when used herein.

The Bank represents and warrants to us that the representations, warranties and agreements of the Bank set forth in Section 2 of the Standard Provisions (with the “Prospectus” revised to read the “Prospectus as amended and supplemented with respect to Notes at the date hereof”) are true and correct on the date hereof.

The obligation of each of the undersigned to purchase Notes hereunder is subject to the continued accuracy, on each date from the date hereof to and including the Settlement Date, of the Bank’s representations and warranties contained in the Standard Provisions and to the Bank’s performance and observance of all applicable covenants and agreements contained therein. The obligation of the undersigned to purchase Notes hereunder is further subject to the receipt by the undersigned of a letter from each of Sullivan & Cromwell LLP and KPMG LLP addressed to each of the undersigned and giving the undersigned the full benefit of the existing validity opinion or accountants’ letter of such firm as of the date of such existing validity opinion or accountants’ letter.

Subject to Section 5.6 of the Standard Provisions, the Bank certifies to each of the undersigned that, as of the Settlement Date, (i) the representations and warranties of the


Bank contained in the Standard Provisions are true and correct as though made at and as of the Settlement Date, (ii) the Bank has performed all of its obligations under this Terms Agreement required to be performed or satisfied on or prior to the Settlement Date, and (iii) the Prospectus contains all material information relating to the assets and liabilities, financial position, and profits and losses of the Bank, and nothing has happened or is expected to happen which would require the Prospectus to be supplemented or updated.

1

      The Bank agrees that it will issue the Notes and the Dealers named below severally and not jointly agree to purchase the Notes at the purchase price specified above (being equal to the issue price of 99.233 per cent. less the underwriting discount and commission of 0.15 per cent. of the aggregate nominal amount of the Notes).
      The respective nominal amounts of the Notes that each of the Dealers commits to underwrite are set forth opposite their names below:

 

Name

   Nominal Amount  

BNP Paribas:

   US$ 927,500,000   

Citigroup Global Markets Inc.:

   US$ 927,500,000   

Merrill Lynch, Pierce, Fenner & Smith

     Incorporated:

   US$ 927,500,000   

The Toronto-Dominion Bank:

   US$ 927,500,000   

BMO Capital Markets Corp.:

   US$ 55,000,000   

Deutsche Bank AG, London Branch:

   US$ 100,000,000   

HSBC Securities (USA) Inc.:

   US$ 50,000,000   

Nomura International plc:

   US$ 20,000,000   

Barclays Bank PLC:

   US$ 5,000,000   

CastleOak Securities, L.P.:

   US$ 5,000,000   

Credit Suisse Securities (Europe) Limited:

   US$ 5,000,000   

Daiwa Capital Markets Europe Limited:

   US$ 5,000,000   

DZ BANK AG

  

Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main:

   US$ 5,000,000   

FTN Financial Securities Corp:

   US$ 5,000,000   

Goldman Sachs International:

   US$ 5,000,000   

 

-2-


Jefferies International Limited:

   US$ 5,000,000   

J.P. Morgan Securities plc:

   US$ 5,000,000   

Morgan Stanley & Co. International plc:

   US$ 5,000,000   

RBC Capital Markets, LLC:

   US$ 5,000,000   

Skandinaviska Enskilda Banken AB (publ):

   US$ 5,000,000   

Wells Fargo Securities, LLC:

   US$ 5,000,000   

Total:

   US$ 4,000,000,000   

 

2      Payment for and delivery of the Notes shall be made each against the other on the Settlement Date. The Notes shall be delivered in book entry form to the following account at the Federal Reserve Bank of New York: ABA No. 021000018 BK OF NYC/TDLondon; and payment of the purchase price specified above shall be delivered in immediately available funds to the Bank’s account at the Federal Reserve Bank of New York: ABA No. 021081367 (IBRD WASH/ISSUER – CODE 2500).
3      The Bank hereby appoints each of the undersigned as a Dealer under the Standard Provisions solely for the purpose of the issue of Notes to which this Terms Agreement pertains. Each of the undersigned shall be vested, solely with respect to this issue of Notes, with all authority, rights and powers of a Dealer purchasing Notes as principal set out in the Standard Provisions, a copy of which it acknowledges it has received, and this Terms Agreement. Each of the undersigned acknowledges having received copies of the documents listed in Exhibit A to the Standard Provisions which it has requested.
4      In consideration of the Bank appointing each of the undersigned as a Dealer solely with respect to this issue of Notes, each of the undersigned hereby undertakes for the benefit of the Bank and each of the other Dealers that, in relation to this issue of Notes, it will perform and comply with all of the duties and obligations expressed to be assumed by a Dealer under the Standard Provisions.
5      The Joint Lead Managers hereby agree to pay the following expenses, if applicable:
(a)      all initial and ongoing costs and expenses of listing the Notes on the Luxembourg Stock Exchange (including, without limitation, the costs and expenses of the listing agent and for the notices required to be published in connection with the issue and initial and continued listing of the Notes);

 

-3-


(b)      any fees of the Federal Reserve Bank of New York in its capacity as Fiscal Agent for the Notes;
(c)      the legal fees and expenses of Sullivan & Cromwell LLP, counsel to the Dealers; and
(d)      the agreed fees and expenses of KPMG LLP in connection with the reliance letter to be delivered in relation to the Notes.
6      Each of the undersigned acknowledges that such appointment is limited to this particular issue of Notes and is not for any other issue of Notes of the Bank pursuant to the Standard Provisions and that such appointment will terminate upon issue of the relevant Notes, but without prejudice to any rights (including, without limitation, any indemnification rights), duties or obligations of each of the undersigned which have arisen prior to such termination.
     For purposes hereof, the notice details of the undersigned are as follows:
    

c/o The Toronto-Dominion Bank

60 Threadneedle Street

London EC2R 8AP

United Kingdom

Attention: Origination and Syndication Desk

Email: TMG@tdsecurities.com

Telephone: +44 (0) 20 7628 2262

7     

If a default occurs with respect to one or more of the several underwriting commitments to purchase any Notes under this Agreement, Dealers who have not defaulted with respect to their respective several underwriting commitments will take up and pay for, as nearly as practicable in proportion to their respective several underwriting commitments, Notes as to which such default occurred, up to but not exceeding in the aggregate 20 per cent. of the nominal amount of the Notes for which the non-defaulting Dealers were originally committed; provided, however, that if the aggregate nominal amount of Notes as to which such default occurred exceeds 16.667 per cent. of the principal amount of the Notes, the non-defaulting Dealers shall be entitled to terminate this Agreement without any liability on the part of any non-defaulting Dealers. Nothing herein will relieve a defaulting Dealer from liability for its default.

8     

All notices and other communications hereunder shall be in writing and shall be transmitted in accordance with Section 9 of the Standard Provisions.

9     

This Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

-4-


This Terms Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts together shall constitute one and the same instrument.

 

THE TORONTO-DOMINION BANK
By:  

/s/ Paul Eustace

  Name:   Paul Eustace
  Title:   Managing Director

 

-5-


BNP PARIBAS

CITIGROUP GLOBAL MARKETS INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH

             INCORPORATED

(together with The Toronto-Dominion Bank, the “Joint Lead Managers”)

 

BMO CAPITAL MARKETS CORP.

DEUTSCHE BANK AG, LONDON BRANCH

HSBC SECURITIES (USA) INC.

NOMURA INTERNATIONAL PLC

BARCLAYS BANK PLC

CASTLEOAK SECURITIES, L.P.

CREDIT SUISSE SECURITIES (EUROPE) LIMITED

DAIWA CAPITAL MARKETS EUROPE LIMITED

DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK,

      FRANKFURT AM MAIN

FTN FINANCIAL SECURITIES CORP

GOLDMAN SACHS INTERNATIONAL

JEFFERIES INTERNATIONAL LIMITED

J.P. MORGAN SECURITIES PLC

MORGAN STANLEY & CO. INTERNATIONAL PLC

RBC CAPITAL MARKETS, LLC

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

WELLS FARGO SECURITIES, LLC

(together with the Joint Lead Managers, the “Dealers”)

 

By:  THE TORONTO-DOMINION BANK
By:

/s/ Paul Eustace

Name: Paul Eustace
Title: Managing Director

 

CONFIRMED AND ACCEPTED, as of the date first written above:
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
By:

/s/ Huy-Long Le

Name: Huy-Long Le
Authorized Officer

 

-6-


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DSTRBRPT’ Filing    Date    Other Filings
2/10/22
8/10/15
2/12/15QRTLYRPT
Filed on:2/10/15
2/9/15
2/4/15
9/16/14
5/28/08
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