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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/24/14 Int’l Bank for Reconstructio… Dev DSTRBRPT 1:96K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: DSTRBRPT Distribution Report HTML 74K
| Distribution Report |
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 2,000,000,000 2.250 per cent. Fixed Rate Notes due June 24, 2021
Filed pursuant to Rule 3 of Regulation BW
Dated: June 24, 2014
The following information regarding the U.S. Dollar 2,000,000,000 2.250 per cent. Fixed Rate Notes due June 24, 2021 (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 18, 2013) is already on file with the Securities and Exchange Commission.
Item 1. Description of Obligations
(a) U.S. Dollar 2,000,000,000 2.250 per cent. Fixed Rate Notes due June 24, 2021.
(b) The interest rate per U.S. Dollar 1,000 (the “Specified Denomination”) shall be 2.250 per cent. per annum, payable semi-annually in arrear on each June 24 and December 24, commencing December 24, 2014, and ending on June 24, 2021.
(c) Maturing June 24, 2021. 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 June 20, 2014, the Bank entered into a Terms Agreement with Barclays Bank PLC, BNP Paribas, BMO Capital Markets Corp, CastleOak Securities LP, Citigroup Global
Markets Inc., Credit Suisse Securities (Europe) Limited, Daiwa Capital Markets Europe Limited, Deutsche Bank AG, London Branch, FTN Financial Securities Corp, Goldman Sachs International, HSBC Securities (USA) Inc, Incapital LLC, Jefferies International Limited, J.P. Morgan Securities plc, Merrill Lynch International, Morgan Stanley & Co. International plc, Nomura International plc, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Skandinaviska Enskilda Banken AB (PUBL), Tokai Tokyo Securities Europe Limited, 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 2,000,000,000 at 99.390% 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 June 25, 2014.
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: 99.390% |
0.15% | 99.240% | ||
| Total: USD 1,987,800,000 |
USD 3,000,000 | USD 1,984,800,000 |
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 June 20, 2014. |
| B. | Terms Agreement dated June 20, 2014. |
EXECUTION VERSION
Final Terms dated June 20, 2014
International Bank for Reconstruction and Development
Issue of US$2,000,000,000 2.250 per cent. Fixed Rate Notes due June 24, 2021
under the
Global Debt Issuance Facility
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the “Conditions”) set forth in the Prospectus dated May 28, 2008. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with such Prospectus.
SUMMARY OF THE NOTES
| 1. |
Issuer: |
International Bank for Reconstruction and Development (“IBRD”) | ||
| 2. |
(i) Series Number: |
11089 | ||
| (ii) Tranche Number: |
1 | |||
| 3. |
Specified Currency or Currencies (Condition 1(d)): | United States Dollars (“US$”) | ||
| 4. |
Aggregate Nominal Amount: | |||
| (i) Series: |
US$2,000,000,000 | |||
| (ii) Tranche: |
US$2,000,000,000 | |||
| 5. |
(i) Issue Price: |
99.390 per cent. of the Aggregate Nominal Amount | ||
| (ii) Net proceeds: |
US$1,984,800,000 | |||
| 6. |
Specified Denominations (Condition 1(b)): | US$1,000 and integral multiples thereof | ||
| 7. |
Issue Date: | June 25, 2014 | ||
| 8. |
Maturity Date (Condition 6(a)): | June 24, 2021 | ||
| 9. |
Interest Basis (Condition 5): | 2.250 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: |
2.250 per cent. per annum payable semi-annually in arrear | |||||
| (ii) Interest Payment Date(s): |
June 24 and December 24 of each year, commencing December 24, 2014, to and including the Maturity Date | |||||
| (iii) Fixed Coupon Amount: |
US$11.25 per minimum Specified Denomination | |||||
| (iv) Broken Amount: |
Initial Broken Amount of US$11.19 per minimum Specified Denomination, payable on December 24, 2014. | |||||
| (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 | ||||
| DISTRIBUTION | ||||||
| 24. |
(i) If syndicated, names of Managers and underwriting commitments: |
Barclays Bank PLC: J.P. Morgan Securities plc: Morgan Stanley & Co. International plc: Nomura International plc: The Toronto-Dominion Bank: Deutsche Bank AG, London Branch: CastleOak Securities, L.P.: BMO Capital Markets Corp: BNP Paribas: Citigroup Global Markets Inc.: Credit Suisse Securities (Europe) Limited: Daiwa Capital Markets Europe Limited: FTN Financial Securities Corp: Goldman Sachs International: |
US$440,000,000 US$440,000,000 US$440,000,000 US$440,000,000 US$120,000,000 US$50,000,000 US$15,000,000 US$10,000,000 US$3,000,000 US$3,000,000 US$3,000,000 US$3,000,000 US$3,000,000 US$3,000,000 | |||
-2-
| HSBC Securities (USA) Inc.: Incapital LLC: Jefferies International Limited: Merrill Lynch International: RBC Capital Markets, LLC: Scotia Capital (USA) Inc.: Skandinaviska Enskilda Banken AB (PUBL): Tokai Tokyo Securities Europe Limited: Wells Fargo Securities, LLC: |
US$3,000,000 US$3,000,000 US$3,000,000 US$3,000,000 US$3,000,000 US$3,000,000 US$3,000,000 US$3,000,000 US$3,000,000 | |||||
| (ii) Stabilizing Manager(s) (if any): |
Not Applicable | |||||
| 25. |
If non-syndicated, name of Dealer: | Not Applicable | ||||
| 26. |
Total commission and concession: | 0.150 per cent of the Aggregate Nominal Amount | ||||
| 27. |
Additional selling restrictions: | Not Applicable | ||||
| OPERATIONAL INFORMATION | ||||||
| 28. |
ISIN Code: | US459058DT78 | ||||
| 29. |
CUSIP: | 459058 DT7 | ||||
| 30. |
Common Code: | 108125934 | ||||
| 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 | ||||
GENERAL INFORMATION
IBRD’s most recently published Information Statement was issued on September 18, 2013.
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
United States Internal Revenue Service Circular 230 Notice: To ensure compliance with U.S. Internal Revenue Service Circular 230, prospective investors are hereby notified that: (a) any discussion of U.S. federal tax issues contained or referred to in this Final Terms or any document referred to herein is not intended or written to be used, and cannot be used by prospective investors for the purpose of avoiding penalties that may be imposed on them under the U.S. Internal Revenue Code; (b) such discussion is written for use in connection with the promotion or marketing of the transactions or matters addressed herein; and (c) prospective investors should seek advice based on their particular circumstances from an independent tax advisor.
-3-
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 $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 United States holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the United States holder’s “net investment income” for the relevant taxable year and (2) the excess of the United States holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $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 United States 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. 11089 UNDER THE FACILITY
International Bank for Reconstruction and Development
1818 H Street, N.W.
The undersigned agree to purchase from you (the “Bank”) the Bank’s US$2,000,000,000 2.250 per cent. Fixed Rate Notes due June 24, 2021 (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 June 25, 2014 (the “Settlement Date”) at an aggregate purchase price of US$1,984,800,000 (which is 99.240 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 June 18, 2014, 11:00 a.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 99.390 per cent. less the underwriting discount and commission of 0.150 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 | |||
| Barclays Bank PLC |
US$ | 440,000,000 | ||
| US$ | 440,000,000 | |||
| Morgan Stanley & Co. International plc |
US$ | 440,000,000 | ||
| Nomura International plc |
US$ | 440,000,000 | ||
| The Toronto-Dominion Bank |
US$ | 120,000,000 | ||
| Deutsche Bank AG, London Branch |
US$ | 50,000,000 | ||
| CastleOak Securities, L.P. |
US$ | 15,000,000 | ||
| BMO Capital Markets Corp |
US$ | 10,000,000 | ||
| BNP Paribas |
US$ | 3,000,000 | ||
| Citigroup Global Markets Inc. |
US$ | 3,000,000 | ||
| Credit Suisse Securities (Europe) Limited |
US$ | 3,000,000 | ||
| Daiwa Capital Markets Europe Limited |
US$ | 3,000,000 | ||
| FTN Financial Securities Corp |
US$ | 3,000,000 | ||
| Goldman Sachs International |
US$ | 3,000,000 | ||
| HSBC Securities (USA) Inc. |
US$ | 3,000,000 | ||
| Incapital LLC |
US$ | 3,000,000 | ||
| Jefferies International Limited |
US$ | 3,000,000 | ||
| Merrill Lynch International |
US$ | 3,000,000 | ||
| RBC Capital Markets, LLC |
US$ | 3,000,000 | ||
| Scotia Capital (USA) Inc. |
US$ | 3,000,000 | ||
| Skandinaviska Enskilda Banken AB (PUBL) |
US$ | 3,000,000 | ||
| Tokai Tokyo Securities Europe Limited |
US$ | 3,000,000 | ||
| Wells Fargo Securities, LLC |
US$ | 3,000,000 | ||
| Total: |
US$ | 2,000,000,000 | ||
| 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: 021000021 JPM CHASE/LDSL; 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 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); |
| (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 J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
Attention: Euro Medium Term Note Desk
Tel: +44 207 134 1470
Fax: +44 203 493 1413
| 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 nominal 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. |
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.
| J.P. MORGAN SECURITIES PLC | ||
| By: | /s/ David Hill | |
| Name: | David Hill | |
| Title: | Executive Director | |
BARCLAYS BANK PLC
MORGAN STANLEY & CO. INTERNATIONAL PLC
NOMURA INTERNATIONAL PLC
(together with J.P. Morgan Securities plc, the “Lead Managers”)
THE TORONTO-DOMINION BANK
DEUTSCHE BANK AG, LONDON BRANCH
CASTLEOAK SECURITIES, L.P.
BMO CAPITAL MARKETS CORP
BNP PARIBAS
CITIGROUP GLOBAL MARKETS INC.
CREDIT SUISSE SECURITIES (EUROPE) LIMITED
DAIWA CAPITAL MARKETS EUROPE LIMITED
FTN FINANCIAL SECURITIES CORP
GOLDMAN SACHS INTERNATIONAL
HSBC SECURITIES (USA) INC.
INCAPITAL LLC
JEFFERIES INTERNATIONAL LIMITED
MERRILL LYNCH INTERNATIONAL
RBC CAPITAL MARKETS, LLC
SCOTIA CAPITAL (USA) INC.
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
TOKAI TOKYO SECURITIES EUROPE LIMITED
WELLS FARGO SECURITIES, LLC
(together with the Lead Managers, the “Dealers”)
| By: J.P. MORGAN SECURITIES PLC | ||
| By: | /s/ David Hill | |
| Name: | David Hill | |
| Title: | Executive 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 | ||
| This ‘DSTRBRPT’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/24/21 | ||||
| 12/24/14 | ||||
| 6/25/14 | ||||
| Filed on: | 6/24/14 | DSTRBRPT | ||
| 6/20/14 | ||||
| 6/18/14 | ||||
| 9/18/13 | ||||
| 5/28/08 | ||||
| List all Filings | ||||