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Form DSTRBRPT International Finance

November 28, 2022 6:13 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

Washington, D.C. 20549

REPORT OF

INTERNATIONAL FINANCE CORPORATION

In respect of its

Issue of U.S.$ 10,000,000 4.70 per cent. Fixed Rate Notes due 28 August 2024

under its

Global Medium-Term Note Program

FILED PURSUANT TO RULE 3 OF REGULATION IFC

Dated: November 28, 2022

 

 

 


The following information regarding an Issue of U.S.$ 10,000,000 4.70 per cent. Fixed Rate Notes due 28 August 2024 (the “Notes”) by International Finance Corporation (the “Corporation”) under its Global Medium-Term Note Program is being filed pursuant to Rule 3 of Regulation IFC. As authorized by Rule 4 of Regulation IFC, certain information may be provided in the form of a Prospectus and other comparable documents. In the case of the Notes, the relevant issuing documentation is the Information Statement dated October 8, 2021 (the “Information Statement”), the Prospectus dated October 11, 2021 (the “Prospectus”), the Amended and Restated Program Agreement and Standard Provisions dated as of October 11, 2021 (the “Program Agreement”), the Uniform Fiscal Agency Agreement between the Corporation and the Federal Reserve Bank of New York effective July 20, 2006 (the “Uniform Fiscal Agency Agreement”), the Final Terms dated November 23, 2022 (the “Final Terms”), and the Terms Agreement dated November 23, 2022 (the “Terms Agreement”), each of which is either attached as an Exhibit hereto or incorporated by reference from previous SEC filings made by the Corporation.

 

  Item 1.

Description of Obligations

See, generally, Final Terms.

 

  (a)

Title and Date. U.S.$ 10,000,000 4.70 per cent. Fixed Rate Notes due 28 August 2024

The Notes will be issued in registered form represented by a registered global certificate deposited with a custodian for DTC. Citibank is the Global Agent for Notes held through DTC. Citibank has direct custodial and depositary linkages with, and will act as custodian for Global Certificates held by DTC. See Prospectus.

 

  (b)

Interest Rate/Interest Payment Date. February 28 and August 28 in each year adjusted in accordance with the Modified Following Business Day Convention, from and including February 2023 to and including the Maturity Date Terms Item 15

 

  (c)

Maturity Date. August 28, 2024

 

  (d)

Redemption Provisions/Amortization Provisions. The Notes are not redeemable prior to maturity. See Prospectus, Terms and Conditions of the Notes, Condition 5.

 

  (e)

Kind and Priority of Liens. Not applicable.

 

  (f)

Priority of Obligations. The Notes will constitute direct, unconditional, general and unsecured obligations of the Corporation and will rank pari passu and without any preference among themselves and pari passu with all other outstanding unsecured and unsubordinated obligations for borrowed money of the Corporation. See Prospectus, Terms and Conditions of the Notes, Condition 3.

 

  (g)

Amendment of Terms.

The Corporation shall only permit any modification of, or any waiver or authorization of any breach or proposed breach of or any failure to comply with, the Global Agency Agreement or the Terms and Conditions of the Notes, as modified, supplemented and amended by the Final Terms, if to do so could not reasonably be expected to be materially prejudicial to the interests of the Noteholders. See Prospectus at p. 37.

 

  (h)

Other Material Provisions. Not applicable.

 

  (i)

Fiscal/Paying Agent. The Global Agent is Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England.


  Item 2.

Distribution of Obligations

 

  (a)

Plan of Distribution. See, generally, Prospectus, cover page, pp. 45-47 the Program Agreement, and the Terms Agreement.

The Dealer, party to the Terms Agreement, has agreed to purchase the Notes at an aggregate purchase price of 100.00 per cent. of the Aggregate Nominal Amount of the Notes. See Annex A to the Final Terms Item 5.

 

  (b)

Stabilization Provisions. Not applicable.

 

  (c)

Responsibility of Each Underwriter/Withholding of Commissions. See generally Program Agreement and Terms Agreement.

 

  Item 3.

Distribution Spread See Final Terms, “Distribution”.

 

  Item 4.

Discounts and Commissions to Sub-Underwriters and Dealers See Item 2(a) above.

 

  Item 5.

Other Expenses of Distribution Not applicable.

 

  Item 6.

Application of Proceeds

The net proceeds will be used for general operations of the Corporation in accordance with its Articles of Agreement.

 

  Item 7.

Exhibits

 

  A.

Information Statement (dated October 8, 2021);1

  B.

Prospectus (October 11, 2021);2

  C.

Final Terms (November 23, 2022); and

  D.

Terms Agreement (November 23).

 

1

Incorporated by reference from filing pursuant to Rule 2(a)(3) of Regulation IFC dated October 8, 2021

2 

Filed on October 25, 2021.


Exhibit C

EXECUTION VERSION

International Finance Corporation

 

LOGO

Final Terms dated November 23, 2022

Issue of U.S.$ 10,000,000 4.70 per cent. Fixed Rate Notes due 28 August 2024

under its

Global Medium-Term Note Program

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 11 October, 2021. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Prospectus. Full information on International Finance Corporation (the “Corporation”) and the offer of the Notes is only available on the basis of the combination of this Final Terms and the Prospectus. The Prospectus is available for viewing at the office of the Corporation at 2121 Pennsylvania Avenue, N.W., Washington D.C. 20433, U.S.A. and is available for viewing at the website of the Corporation (www.ifc.org) and copies may be obtained from the website of the Luxembourg Stock Exchange (www.bourse.lu).

THE NOTES ARE NOT AN OBLIGATION OF THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT OR OF ANY GOVERNMENT.

 

1.  Issuer:

   International Finance Corporation

2.  (i)    Series Number:

   2534

(ii)  Tranche Number:

   1

3.  Specified Currency or Currencies:

   United States Dollars (U.S.$)

4.  Aggregate Nominal Amount:

  

(i) Series:

   U.S.$ 10,000,000

(ii)  Tranche:

   U.S.$ 10,000,000

5.  Issue Price:

   100.00 per cent. of the Aggregate Nominal Amount

6.  (i)    Specified Denominations:

   U.S.$ 10,000 and integral multiples thereof

(ii)  Calculation Amount:

   U.S.$ 10,000

7.  (i)    Issue Date:

   November 28, 2022

8.  Maturity Date:

   August 28, 2024

9.  Interest Basis:

   4.70 % Fixed Rate
(further particulars specified below)


10.  Redemption/Payment Basis:

   Redemption at par

11.  Change of Interest or Redemption/Payment Basis:

   Not Applicable

12.  Put/Call Options:

   Not Applicable

13.  Status of the Notes:

   Senior

14.  Method of distribution:

   Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.  Fixed Rate Note Provisions:

   Applicable

(i) Rate of Interest:

   4.70 per cent. per annum

(ii)  Interest Payment Date(s):

   February 28 and August 28 in each year adjusted in accordance with the Modified Following Business Day Convention, from and including February 2023 to and including the Maturity Date

(iii)  Fixed Coupon Amount(s):

   U.S.$ 235.00 per Calculation Amount

(iv) Broken Amount(s):

   U.S.$ 117.50 per Calculation Amount for the initial Interest Payment Date on February 28, 2023

(v)   Day Count Fraction:

   30/360 (unadjusted)

(vi) Determination Dates:

   Not Applicable

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

   Not Applicable

16.  Floating Rate Note Provisions:

   Not Applicable

17.  Zero Coupon Note Provisions:

   Not Applicable

18.  Index-Linked Note/other variable-linked interest Note Provisions:

   Not Applicable

19.  Dual Currency Interest Note Provisions:

   Not Applicable
PROVISIONS RELATING TO REDEMPTION

20.  Call Option:

   Not Applicable

21.  Automatic Early Redemption:

   Not Applicable

22.  Put Option:

   Not Applicable

23.  Final Redemption Amount of each Note:

   U.S.$ 10,000 per Calculation Amount

Capital at Risk Notes:

   No

24.  Early Redemption Amount:

  

Early Redemption Amount(s) per Calculation Amount payable on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

   U.S.$ 10,000 per Calculation Amount

 

2


GENERAL PROVISIONS APPLICABLE TO THE NOTES

25.  Form of Notes:

   Registered Notes:
   DTC Global Certificate available on Issue Date

26.  New Global Note (NGN):

   No

27.  Global Certificate held under the new safe-keeping structure (NSS):

   No

28.  Financial Centre(s) or other special provisions relating to payment dates:

   New York

29.  Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature):

   No

30.  Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made:

   Not Applicable

31.  Details relating to instalment Notes: Instalment Amounts, Instalment Dates:

   Not Applicable

32.  Redenomination, renominalization and reconventioning provisions:

   Not Applicable

33.  Consolidation provisions:

   Not Applicable

34.  Additional terms:

   Not Applicable

35.  Governing law:

   New York

36.  Record Date:

   Not Applicable
DISTRIBUTION

37.    (i)  If syndicated, names and addresses of Managers and underwriting commitments:

   Not Applicable

 (ii) Date of Terms Agreement:

   November 23, 2022

 (iii) Stabilization Manager(s) (if any):

   Not Applicable

38.  If non-syndicated, name and address of Dealer:

  

Wells Fargo Securities, LLC

550 South Tryon Street, 4th Floor

   MAC D1086-041
   Charlotte, NC 28202-4200
   Attention: Agency Trading Desk

39.  Total commission and concession:

   Not Applicable

40.  Additional selling restrictions:

   Not Applicable

 

3


RESPONSIBILITY

The Corporation accepts responsibility for the information contained in this Final Terms.

Signed on behalf of the Corporation:

 

        By:  

/s/ Tom M.V. Ceusters

  Duly authorized

 

4


PART B – OTHER INFORMATION

 

1.  LISTING

  

(i) Listing:

   None

(ii)  Admission to trading:

   Not Applicable.

2.  RATINGS

  

Ratings:

   The Notes to be issued have been rated:
   S & P: AAA
   Moody’s: Aaa

3.  USE OF PROCEEDS

  

As specified in the Prospectus.

  

4.  INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in “Plan of Distribution” in the Prospectus, so far as the Corporation is aware, no person involved in the offer of the Notes has an interest material to the offer.

5.  OPERATIONAL INFORMATION

  

Intended to be held in a manner which would allow Eurosystem eligibility:

   No

ISIN Code:

   US459540VRL26

CUSIP:

   459540VRL2

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

   Not Applicable

Delivery:

   Delivery against payment

Names and addresses of additional Paying Agent(s) (if any):

   Not Applicable

Names and addresses of any Exchange Agent(s) (other than the Global Agent) (if any):

   Not Applicable

6.  GENERAL

  

Applicable TEFRA exemption:

   Not Applicable

 

5


Exhibit D

EXECUTION VERSION

TERMS AGREEMENT NO. 2534 – TRANCHE 1 UNDER

THE STANDARD PROVISIONS

November 23, 2022

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

 

1

The undersigned agree to purchase from you (the “Corporation”) the Corporation’s U.S.$ 10,000,000 4.70 per cent. Fixed Rate Notes due 28 August 2024 (the “Notes”) described in the Final Terms, dated as of the date hereof in the form of Annex I hereto (the “Final Terms”) at 11:00 a.m. New York City time on November 28, 2022 (the “Settlement Date”) at an aggregate purchase price of U.S.$ 10,000,000 (which is 100% of the aggregate nominal amount of the Notes) on the terms set forth herein and in the Standard Provisions, dated as of October 11, 2021 (as amended from time to time, the “Standard Provisions”), incorporated herein by reference. In so purchasing the Notes, the undersigned understands and agrees that it is not acting as an agent of the Corporation in the sale of the Notes.

 

2

When used herein and in the Standard Provisions as so incorporated, the term “Notes” refers to the Notes as defined herein, the term “Time of Sale” refers to November 18, 2022, 2:15 p.m. New York City time and the term “Dealers” refers to the undersigned. 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.

 

3

The Corporation represents and warrants to the undersigned that the representations, warranties and agreements of the Corporation set forth in Clause 2 of the Standard Provisions (with the term “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 Corporation has not committed or earmarked the proceeds of the Notes for lending to, or financing activities with, a specific person or organization.

 

4

The obligation of the undersigned to purchase Notes hereunder is subject to the accuracy, on the date hereof and on the Settlement Date, of the Corporation’s representations and warranties contained in Clause 2 of the Standard Provisions and to the Corporation’s performance and observance of all applicable covenants and agreements contained therein, in each case with respect to the Notes. The obligation of the undersigned to purchase Notes hereunder is further subject to the receipt by the undersigned of an officer’s certificate of the Corporation substantially in the form referred to in Clause 6(a) of the Standard Provisions, dated as of the Settlement Date.

 

5

The Corporation agrees that it will issue the Notes and the undersigned agrees to purchase the Notes at the purchase price specified above. The purchase price specified above will be paid by undersigned by wire transfer in same-day funds to the Corporation for value on the Settlement Date.


6

The Corporation hereby appoints the undersigned as a Dealer under the Standard Provisions solely for the purpose of the issue of Notes to which this Terms Agreement relates. The undersigned accepts such appointment, whereupon it 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.

 

7

In consideration of the Corporation appointing the undersigned as a Dealer under the Standard Provisions solely with respect to this issue of Notes, the undersigned hereby undertakes for the benefit of the Corporation 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.

 

8

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 Corporation 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 the undersigned which have arisen prior to such termination.

 

9

For purposes hereof, the notice details of the undersigned are set out in Schedule I hereto. All notices and other communications hereunder shall be in writing and shall be transmitted in accordance with Clause 10 of the Standard Provisions.

 

10

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

 

11

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.

 

-2-


By:   WELLS FARGO SECURITIES, LLC
By:  

/s/ Barbara Garafalo

  Name: Barbara Garafalo
  Title: Director
CONFIRMED AND ACCEPTED, as of the date first written above:
INTERNATIONAL FINANCE CORPORATION
By:  

/s/ Tom M.V. Ceusters

  Name: Tom M.V. Ceusters
  Title: Director

 

-3-


SCHEDULE I

Notice Details of the Dealer:

Wells Fargo Securities, LLC

550 South Tryon Street, 4th Floor

MAC D1086-041

Charlotte, NC 28202-4200

Attention: Agency Trading Desk

 

-4-



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