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International Bank for Reconstruction & Development – ‘DSTRBRPT’ on 11/26/14

On:  Wednesday, 11/26/14, at 10:24am ET   ·   Accession #:  1193125-14-426302   ·   File #:  83-00003

Previous ‘DSTRBRPT’:  ‘DSTRBRPT’ on 11/25/14   ·   Next:  ‘DSTRBRPT’ on 2/10/15   ·   Latest:  ‘DSTRBRPT’ on 4/9/24

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/26/14  Int’l Bank for Reconstructio… Dev DSTRBRPT               1:108K                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DSTRBRPT    Distribution of Primary Obligations Report by an    HTML     77K 
                          International Development Bank                         

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 20,000,000 Callable Fixed to CMS Linked Notes due November 28, 2034

Filed pursuant to Rule 3 of Regulation BW

Dated: November 25, 2014

The following information regarding the U.S. Dollar 20,000,000 Callable Fixed to CMS Linked Notes due November 28, 2034 (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 20,000,000 Callable Fixed to CMS Linked Notes due November 28, 2034.

(b)     The interest rate per $1,000 (the “Specified Denomination”) for the period from November 28, 2014 to November 28, 2015 will be 7.00%, payable semiannually on May 28, 2015 and November 28, 2015.

Thereafter, the interest rate per $1,000 shall be determined in accordance with the following formula:

7.00 x (CMS30 minus CMS2 minus 0.875%);

where “CMS30” and “CMS2” mean the rate for USD swaps with a maturity of 30 and 2 years respectively, expressed as a percentage per annum, which appear on the Reuters screen “ISDAFIX 1” page (or such other page that may replace that page on that service or a successor service) as at 11:00 a.m. (New York City time) 2 U.S. Government Securities Business Days prior to the first day in each relevant Interest Period.

If such rates do not appear on the Reuters screen on the “ISDAFIX1” Page (or such other page that may replace that page on that service or a successor service) as at approximately 11.00 a.m. (New York City time) on such day, then “CMS30” and “CMS2” shall be determined by the Calculation Agent in accordance with the procedures set forth in “USD-CMS-Reference Banks” as defined in the ISDA Definitions provided that

“U.S. Government Securities Business Day” means any day except for a Saturday, 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.

Interest shall be paid on May 28 and November 28 of each year commencing on May 28, 2016 and ending on November 28, 2034.

(c) Maturing November 28, 2034. 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) Notes are callable by the Bank at par on each May 28 and November 28, commencing November 28, 2015 and ending on May 28, 2034, with 10 London and New York business days notice.

(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) Citibank, N.A., Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England.

Item 2.    Distribution of Obligations

As of November 25, 2014, the Bank entered into a Terms Agreement with Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC as Managers (the “Managers”), pursuant to which the Bank agreed to issue, and the Manager agreed to purchase, a principal amount of the Notes aggregating USD 20,000,000 at 100.00% of par. The Notes will be offered for sale subject to issuance and acceptance by the Manager and subject to prior sale. Delivery of the Notes is expected to be made on or about November 28, 2014.

The Terms Agreement provides that the obligations of the Manager 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

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

Final Terms dated November 25, 2014

International Bank for Reconstruction and Development

Issue of

US$20,000,000 Callable Fixed to CMS Linked Notes due November 28, 2034

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 forms an integral part of the Final Terms of the Notes described herein and must be read in conjunction with such Prospectus.

GENERAL INFORMATION

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

SPECIAL ACCOUNT

An amount equal to the net proceeds of the issue of the Notes will be credited to a special account that will support IBRD’s lending for Eligible Projects. So long as the Notes are outstanding and the special account has a positive balance, periodically and at least at the end of every fiscal quarter, funds will be deducted from the special account and added to IBRD’s lending pool in an amount equal to all disbursements from that pool made during such quarter in respect of Eligible Projects.

ELIGIBLE PROJECTS

“Eligible Projects” means all projects funded, in whole or in part, by IBRD that promote the transition to low-carbon and climate resilient growth in the recipient country, as determined by IBRD. Eligible Projects may include projects that target (a) mitigation of climate change including investments in low-carbon and clean technology programs, such as energy efficiency and renewable energy programs and projects (“Mitigation Projects”), or (b) adaptation to climate change, including investments in climate-resilient growth (“Adaptation Projects”).

Examples of Mitigation Projects include, without limitation:

Examples of Adaptation Projects include, without limitation:

The above examples of Mitigation Projects and Adaptation Projects are for illustrative purposes only and no assurance can be provided that disbursements for projects with these specific characteristics will be made by IBRD during the term of the Notes.

RESPONSIBILITY

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

EXECUTION VERSION

TERMS AGREEMENT NO. 4319 UNDER THE FACILITY

November 25, 2014

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$20,000,000 Callable Fixed to CMS Linked Notes due November 28, 2034 (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 November 28, 2014 (the “Settlement Date”) at an aggregate purchase price of US$20,000,000 (which is 100.00 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 November 20, 2014, 3:00 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 Sullivan & Cromwell LLP addressed to each of the undersigned and giving the undersigned the full benefit of the existing validity opinion of such firm as of the date of such existing validity opinion.

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.

2

3

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.

CONFIRMED AND ACCEPTED, as of the

date first written above:

INTERNATIONAL BANK FOR RECONSTRUCTION

AND DEVELOPMENT

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.

CONFIRMED AND ACCEPTED, as of the

date first written above:

INTERNATIONAL BANK FOR RECONSTRUCTION

AND DEVELOPMENT

5

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.

CONFIRMED AND ACCEPTED, as of the

date first written above:

INTERNATIONAL BANK FOR RECONSTRUCTION

AND DEVELOPMENT

6

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DSTRBRPT’ Filing		Date		Other Filings
		11/28/34
		5/28/34
		5/28/16
		11/28/15
		5/28/15
		11/28/14
Filed on:		11/26/14
		11/25/14		DSTRBRPT
		11/20/14
		9/16/14
		5/28/08
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Filing Submission 0001193125-14-426302   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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