PRICING AGREEMENT
Exhibit O
Execution Version
BofA Securities, Inc.
Xxx Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Xxxxxx Xxxxx
Xxxxxx X00 0XX
Xxxxxx Xxxxxxx
Deutsche Bank AG, London Branch
Winchester House
1 Great Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx International
Plumtree Court
00 Xxxx Xxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
January 19, 2023
As Representatives of the several Underwriters
named in Schedule I to this Pricing Agreement
Ladies and Gentlemen:
Corporación Andina de Fomento (“CAF”), a multilateral financial institution, the Series A shareholders and full members of which are the Plurinational State of Bolivia, the Republics of Argentina, Colombia, Ecuador, Panama, Paraguay, Peru, and Trinidad and Tobago, the Federative Republic of Brazil, El Salvador, the Oriental Republic of Uruguay and the Bolivarian Republic of Venezuela, proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated August 9, 2019 between CAF and the representatives of the several underwriters named in the respective pricing agreements described therein (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and Xxxxxxx Xxxxx International are acting as Representatives, the Securities specified in Schedule II
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hereto (the “Designated Securities”). In connection with the offering and sale of the Designated Securities, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety except to the extent such provision has been amended or otherwise modified by the provisions of this Pricing Agreement, and such incorporated provisions of the Underwriting Agreement, as amended by this Pricing Agreement, shall be deemed to be a part of this Pricing Agreement. Each reference to Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 16 of the Underwriting Agreement and the addresses of the Representatives referred to in Section 12 thereof are set forth at the end of Schedule II hereto.
A supplement to the Statutory Prospectus relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.
1. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, CAF agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from CAF, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the Designated Securities set forth opposite the name of each such Underwriter in Schedule I hereto.
2. In connection with the offering and sale of the Designated Securities, the Underwriting Agreement is hereby revised and supplemented as follows:
a. The term “Registration Statement” shall mean, as of any time, the Registration Statement (File No. 333-267056, filed with the Commission on October 18, 2022 and as amended by any post-effective amendments thereto) relating to the Designated Securities, including any amendment thereto and any information in a prospectus deemed to be a part thereof pursuant to Rule 430C. The term “Applicable Time” shall mean 12:00 p.m. New York City time on January 19, 2023.
b. Subsection (a)(i) of Section 2 is modified in its entirety to read as follows:
“CAF has filed with the Securities and Exchange Commission (the “Commission”) a registration statement under Schedule B relating to the Designated Securities (such registration statement, including any amendment thereto and any information in a prospectus deemed to be a part thereof pursuant to Rule 430C, the “Registration Statement”); the Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives for each of the Underwriters, excluding exhibits to the Registration Statement, have been declared effective by the Commission in such form; no other document with respect to the Registration Statement has heretofore been filed or transmitted for filing with the Commission (other than any prospectus filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the “1933 Act”) or any issuer free writing prospectus filed pursuant to Rule 433(d) of the 1933 Act,
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each in the form heretofore delivered to the Representatives); the Commission did not object to the filing of the Registration Statement under Schedule B before the time the Registration Statement initially became effective, and the Registration Statement was deemed filed on the proper registration form at such time by operation of Rule 401(g)(1) of the 1933 Act; and no stop order suspending the effectiveness of the Registration Statement and no proceeding for that purpose has been initiated or threatened by the Commission. The term “Statutory Prospectus” as of any time means the prospectus relating to the Designated Securities that is included in the Registration Statement immediately prior to the time of the first contract of sale for the Designated Securities, including any basic prospectus or prospectus supplement deemed to be a part thereof pursuant to Rule 430C that has not been superseded or modified. The term “Final Prospectus” means the Statutory Prospectus that discloses the public offering price and other final terms of the Designated Securities and otherwise satisfies Section 10(a) of the 1933 Act.”
c. Subsection (c) of Section 2, is modified in its entirety to read as follows:
“The Convenio Constitutivo dated February 7, 1968, as amended (the “Constitutive Agreement”), pursuant to which CAF was established, has been duly executed and ratified by all of the signatory countries thereto and constitutes a legally binding obligation of each Full Member Shareholder Country (collectively, the “Signatory Countries”) under public international law, and the obligations of CAF’s shareholder countries to pay the subscription price of the callable capital that has been subscribed by them are unconditional and absolute obligations of each such shareholder country that CAF considers backed by the full faith and credit of the government of each such shareholder country, as described in the General Disclosure Package.”
d. Subsection (p) of Section 2, is modified in its entirety to read as follows:
“Neither CAF nor, to the best of the knowledge of CAF, any director, officer, agent, employee, affiliate, or any other person acting on behalf of CAF, has engaged in any activity or conduct which would violate any applicable anti-bribery or anti-corruption law or regulation, and CAF and, to the best of CAF’s knowledge, its affiliates, conduct their businesses in compliance with the Foreign Corrupt Practices Act of 1977 and the U.K. Xxxxxxx Xxx 0000 and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.”
e. Subsection (r) of Section 2, is modified in its entirety to read as follows:
“Except as otherwise disclosed in the General Disclosure Package, none of CAF, any director or, to the knowledge of CAF, any officer, agent, employee, affiliate or representative of CAF is an individual or entity (a “Person”) that is the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union, His Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); CAF is not located, organized under the laws of, or resident in, a country or territory that is subject to comprehensive country-wide or territory-wide Sanctions
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(currently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the Donetsk and Luhansk People’s Republic regions of Ukraine and other non-Ukrainian controlled regions of Ukraine); and CAF will not directly or indirectly use the proceeds of the sale of the Designated Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with any Person that, at the time of such funding, is the subject of Sanctions, or in any country or territory that is subject to comprehensive country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine, the Donetsk and Luhansk People’s Republic regions of Ukraine and other non-Ukrainian controlled regions of Ukraine), in any manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; provided, that, for purposes of this subsection (r) of Section 2, a Person shall not be deemed to be an affiliate solely as a result of a minority shareholding in CAF.
Each of CAF and the Underwriters acknowledges and agrees that the representation, warranty and agreement given in this subsection (r) of Section 2 is only sought and given to the extent that to do so would not result in a violation of, or conflict by (i) such Underwriter of Council Regulation (EC) 2271/96, as amended (including, if applicable, as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Xxx 0000, as amended) and/or any associated and applicable national law, instrument or regulation related thereto and (ii) Deutsche Bank AG, London Branch of Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV)) or any other applicable anti-boycott laws or regulations.”
f. New subsection (s) of Section 2 is added as follows:
“(s) CAF will apply to the Financial Conduct Authority in its capacity as competent authority pursuant to Part VI of the Financial Services and Markets Xxx 0000 (the “Financial Conduct Authority”) for the Designated Securities to be admitted to the official list of the Financial Conduct Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Designated Securities to be admitted to trading on the London Stock Exchange’s Regulated Market.”
g. In the last sentence in Section 6(a), the following is added immediately after the words “disbursements of their counsel” and before the period:
“; provided, however, that CAF shall reimburse the Representatives upon demand for the reasonable fees and disbursements of Venezuelan counsel to the Underwriters in an aggregate amount of up to $4,000.”
h. Subsection 7(b) is replaced in its entirety as follows:
“(b) The General Counsel of CAF shall have furnished to the Representatives his written opinion, dated the Time of Delivery for such Designated Securities, in the form delivered to and agreed by the Representatives on or prior to the date hereof.”
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i. Subsection 7(c) is replaced in its entirety as follows:
“(c) Xxxxxx & Xxxxxxx LLP, United States counsel to CAF, shall have furnished to the Representatives their written opinion, dated the Time of Delivery for such Designated Securities, in the form delivered to and agreed by the Representatives on or prior to the date hereof.”
j. Subsection 7(f) is eliminated in its entirety.
k. New subsection (l) of Section 7 is added as follows:
“(l) Application shall have been made to the Financial Conduct Authority for the Designated Securities to be admitted to the Official List and to the London Stock Exchange for the Designated Securities to be admitted to trading on the London Stock Exchange’s Regulated Market.”
l. New Section 24 is added as follows:
“24. UK Broker-Dealer.
(a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understandings between Citigroup Global Markets Limited and Xxxxxxx Xxxxx International (collectively, the “UK Broker-Dealers”) and CAF, CAF acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts, and agrees to be bound by:
(i) the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of the UK Broker-Dealers to CAF under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
(A) the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;
(B) the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of the UK Broker-Dealers or another person, and the issue to or conferral on CAF of such shares, securities or obligations;
(C) the cancellation of the UK Bail-in Liability;
(D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;
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(ii) the variation of the terms of this Agreement, as deemed necessary by the relevant resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant resolution authority.
(iii) For purposes of this Section 24(a), the following definitions apply:
(A) “UK Bail-in Legislation” means Part I of the UK Banking Xxx 0000 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
(B) “UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised.
(C) “UK Bail-in Power” means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
(b) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between each BRRD Party and each BRRD Counterparty, each BRRD Counterparty acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
(i) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each BRRD Party to each BRRD Counterparty under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
(A) the reduction of all, or a portion, of such BRRD Liability or outstanding amounts due thereon;
(B) the conversion of all, or a portion, of such BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person, and the issue to or conferral on the BRRD Counterparty of such shares, securities or obligations;
(C) the cancellation of such BRRD Liability;
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(D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;
(ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
(iii) For purposes of this Section 24(b), the following definitions apply:
(A) “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
(B) “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.
(C) “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
(D) “BRRD Counterparty” means each party to this Agreement, other than the relevant BRRD Party, that is a counterparty to any BRRD Party.
(E) “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
(F) “BRRD Party” means any party to this Agreement subject to the Bail-in Legislation.
(G) “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at the LMA website under EU Bail-in Legislation Schedule.
(H) “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.””
m. New Section 25 is added as follows:
“25. UK MiFIR Product Governance Rules. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:
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(a) Each of Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and Xxxxxxx Xxxxx International (each a “UK Manufacturer” and together the “UK Manufacturers”) understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Designated Securities and the related information set out in the Prospectus Supplement in connection with the Designated Securities; and
(b) CAF notes the application of the UK MiFIR Product Governance Rules and acknowledges the target market and distribution channels identified as applying to the Designated Securities by the UK Manufacturers and the related information set out in the Prospectus Supplement in connection with the Designated Securities.”
n. New Section 26 is added as follows:
“26. MIFID Product Governance Rules. Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:
(a) Deutsche Bank AG, London Branch (the “MIFID Manufacturer”) understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Designated Securities and the related information set out in the Prospectus Supplement in connection with the Designated Securities; and
(b) each of CAF, Citigroup Global Markets Limited and Xxxxxxx Xxxxx International note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Designated Securities by the MIFID Manufacturer and the related information set out in the Prospectus Supplement in connection with the Designated Securities.”
o. New Section 27 is added as follows:
“27. ICMA Agreement Among Managers. The execution of this Agreement on behalf of all parties hereto will constitute acceptance by each Underwriter of the International Capital Market Association Standard Form (New York Schedule) “Agreement Among Managers Version 1: Fixed-Price Non Equity-Related Issues – with or without Selling Group” (the “Agreement Among Managers”) subject to any amendment notified to such Underwriter in writing at any time prior to the execution of this Agreement. References in the Agreement Among Managers to the “Lead Manager” and the “Joint Bookrunners” shall mean the Underwriters or the relevant Underwriter, as the case may be, references to the “Settlement Lead Manager” shall mean Xxxxxxx Xxxxx International, references to the “Stabilisation Coordinator” shall mean Deutsche Bank AG, London Branch and references to the “Stabilisation Manager” shall mean Deutsche Bank AG, London Branch.
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The Underwriters agree to disapply clause 3 of the Agreement Among Managers in favor of Section 9 of the Underwriting Agreement.
The Underwriters further agree for the purposes of the Agreement Among Managers that their respective underwriting commitments as between themselves will be as set out in Schedule I to this Agreement, which shall constitute the Commitment Notification (as defined in the Agreement Among Managers).
Where there are any inconsistencies between this Agreement and the Agreement Among Managers, the terms of this Agreement shall prevail.”
p. New Section 28 is added as follows:
“28. Stabilization. The parties hereto confirm the appointment of Deutsche Bank AG, London Branch as the central point responsible for public disclosure of stabilization and handling any Financial Conduct Authority requests, in each case, in accordance with Article 6(5) of the UK FCA Stabilisation Binding Technical Standards.”
If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and CAF.
[Signature Pages Follow]
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| Very truly yours, |
| Corporación Andina de Fomento |
| By:/s/ Xxxxxxx Xxxxxxx |
| Name: Xxxxxxx Xxxxxxx |
| Title: Chief Financial Officer |
[Signature Page to Pricing Agreement]
| Accepted as of the date hereof: |
| BofA Securities, Inc. |
| By: /s/ Xxxxxx Xxxx Xxxxx |
| Name: Xxxxxx Xxxx Xxxxx |
| Title: Managin Director |
[Signature Page to Pricing Agreement]
| Citigroup Global Markets Limited | ||
| By: | /s/ Xxxxxxxxxxxx Xxxxxxxxxxxxxxxxx | |
| Name: Xxxxxxxxxxxx Xxxxxxxxxxxxxxxxx | ||
| Title: Delegated Signatory | ||
[Signature Page to Pricing Agreement]
| Deutsche Bank AG, London Branch | ||
| By: | /s/ Xxxx X. Xxxxxxxxxx | |
| Name: Xxxx X. Xxxxxxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxxx Xxxx | |
| Name: Xxxxxx Xxxx | ||
| Title: Director | ||
[Signature Page to Pricing Agreement]
| Xxxxxxx Xxxxx International | ||
| By: | /s/ Xxx Xxxxx | |
| Name: Xxx Xxxxx | ||
| Title: Managing Director | ||
As Representatives of the several
Underwriters named in Schedule I to
this Pricing Agreement
[Signature Page to Pricing Agreement]
SCHEDULE I
| Underwriter |
Principal Amount of Designated Securities to be Purchased |
|||
| BofA Securities, Inc. |
USD 375,000,000 | |||
| Citigroup Global Markets Limited |
USD 375,000,000 | |||
| Deutsche Bank AG, London Branch |
USD 375,000,000 | |||
| Xxxxxxx Xxxxx International |
USD 375,000,000 | |||
|
|
|
|||
| Total |
USD 1,500,000,000 | |||
Schedule I - 1
SCHEDULE II
Title of Designated Securities:
4.75% Notes due 0000
Xxxxxxxxx principal amount:
USD 1,500,000,000
Price to Public:
99.782% of the principal amount of the Designated Securities, plus accrued interest, if any, from January 26, 2023
Purchase Price by Underwriters:
99.682% of the principal amount of the Designated Securities, plus accrued interest, if any, from January 26, 2023
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC
Specified funds for payment of purchase price:
Federal (same-day) funds
Time of Delivery:
10:00 a.m. (New York City time), January 26, 2023
Maturity:
April 1, 2026
Interest Rate:
4.75% per annum
Interest Payment Dates:
April 1 and October 1, with a first interest payment date on April 1, 2023
Schedule II - 1
Interest Payable From:
January 26, 2023
Redemption Provisions:
Redeemeable in whole, but not in part, for tax reasons
Sinking Fund Provisions:
No sinking fund provisions
Closing location for delivery of Designated Securities:
Offices of Clifford Chance US LLP, 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000
Listing:
Application will be made to admit the Designated Securities to the Official List of the Financial Conduct Authority and to the London Stock Exchange for the Designated Securities to be admitted to trading on the Regulated Market of the London Stock Exchange.
Name and address of the Representatives:
BofA Securities, Inc.
000 X 00xx Xxxxxx
XX0-000-00-00
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Xxxxxx Xxxxx
Xxxxxx X00 0XX
Xxxxxx Xxxxxxx
Deutsche Bank AG, London Branch
Winchester House
1 Great Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx International
Plumtree Court
00 Xxxx Xxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Schedule II - 2
Fiscal Agency Agreement:
Fiscal Agency Agreement, dated as of March 17, 1998, between CAF and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.)
Schedule II - 3
SCHEDULE III
General Disclosure Package
1. Prospectus dated October 31, 2022, as supplemented by Preliminary Prospectus Supplement, dated January 18, 2023.
2. Final Term Sheet dated January 19, 2023.
Schedule III - 1
SCHEDULE IV
Free Writing Prospectus
Pricing Term Sheet, as dated and filed with the Commission on January 19, 2023.
Schedule IV-1
