PRICING AGREEMENT
Exhibit L
Execution Version
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Daiwa Capital Markets Europe Limited
0 Xxxx Xxxxxxx Xxxxxx
London EC4N 7AX
X.X. Xxxxxx Securities plc
00 Xxxx Xxxxxx
Canary Wharf
London E14 5JP
November 15, 2022
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 Barclays Bank PLC, Citigroup Global Markets Limited, Daiwa Capital Markets Europe Limited and X.X. Xxxxxx Securities plc are acting as Representatives, the Securities specified in Schedule II 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
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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 12:30 p.m. New York City time on November 15, 2022.
b. Subsection (p) of Section 2 of the Underwriting Agreement, 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. Bribery Act 2010 and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.”
c. Subsection (r) of Section 2 of the Underwriting Agreement, 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,
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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 (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.”
d. New subsection (s) of Section 2 of the Underwriting Agreement 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 Act 2000 (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.”
e. In the last sentence in Section 6(a) of the Underwriting Agreement, 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 all out-of-pocket expenses (excluding the fees and disbursements of United States counsel but including reasonable fees and disbursements of counsel for each Signatory Country) in connection with sales of the Designated Securities thereunder up to an aggregate amount of $4,000.”
f. New subsection (l) of Section 7 of the Underwriting Agreement 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.”
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g. New Section 24 of the Underwriting Agreement 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 Barclays Bank PLC, Citigroup Global Markets Limited and X.X. Xxxxxx Securities plc (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;
(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 Act 2009 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.
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(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;
(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.
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(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.”
h. New Section 25 of the Underwriting Agreement 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:
(a) Each of Barclays Bank PLC, Citigroup Global Markets Limited, Daiwa Capital Markets Europe Limited, and X.X. Xxxxxx Securities plc (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.”
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: | Vice President of Finance and Chief Financial Officer | |
[Signature Page to Pricing Agreement]
Accepted as of the date hereof:
| Barclays Bank PLC | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Authorised Signatory | |
| Citigroup Global Markets Limited | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxx | |
| Title: | Delegated Signatory | |
| Daiwa Capital Markets Europe Limited | ||
| By: | /s/ JR Xxxxx | |
| Name: | XX Xxxxx | |
| Title: | Head of Syndicate | |
| X.X. Xxxxxx Securities plc | ||
| By: | /s/ Xxxxxxxx Xxxxxx | |
| Name: | Xxxxxxxx Xxxxxx | |
| Title: | Executive 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 |
|||
| Barclays Bank PLC |
USD 200,000,000 | |||
| Citigroup Global Markets Limited |
USD 200,000,000 | |||
| Daiwa Capital Markets Europe Limited |
USD 200,000,000 | |||
| X.X. Xxxxxx Securities plc |
USD 200,000,000 | |||
|
|
|
|||
| Total |
USD 800,000,000 | |||
Schedule I-1
SCHEDULE II
Title of Designated Securities:
5.250% Notes due 2025
Aggregate principal amount:
USD 800,000,000
Price to Public:
99.830% of the principal amount of the Designated Securities, plus accrued interest, if any, from November 22, 2022
Purchase Price by Underwriters:
99.73% of the principal amount of the Designated Securities, plus accrued interest, if any, from November 22, 2022
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), November 22, 2022
Maturity:
November 21, 2025
Interest Rate:
5.25% per annum
Interest Payment Dates:
May 21 and November 21, with a short first interest payment date on May 21, 2023
Schedule II-1
Interest Payable From:
November 22, 2022
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:
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Daiwa Capital Markets Europe Limited
0 Xxxx Xxxxxxx Xxxxxx
London EC4N 7AX
X.X. Xxxxxx Securities plc
00 Xxxx Xxxxxx
Canary Wharf
London E14 5JP
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 November 14, 2022.
2. Final Term Sheet dated November 15, 2022, substantially in the form and substance set forth below:
Corporación Andina de Fomento
USD 800,000,000 of 5.250% Notes due 2025
| Issuer: |
Corporación Andina de Fomento | |
| Ratings(1): | Moody’s: Aa3 (Stable) / S&P: AA- (Positive) / Fitch: A+ (Positive) | |
| Security Status: | Senior unsecured notes; not secured by any property or assets; notes rank equally with all other unsecured and unsubordinated indebtedness | |
| Transaction Type: | SEC Registered | |
| Currency: | U.S. Dollars | |
| Total Principal Amount: | USD 800,000,000 | |
| Offering Price: | 99.830% | |
| Gross Proceeds (excluding accrued interest): | USD 798,640,000 | |
| Trade Date: | November 15, 2022 | |
| Settlement: | November 22, 2022 (T+5) | |
| Maturity: | November 21, 2025 | |
| Coupon: | 5.250% per annum, payable semi-annually | |
| Spread to SOFR Mid-Swap: | +125 bps | |
| Benchmark Instrument: | UST 4.500% due November 15, 2025 | |
| Benchmark Instrument Price/Yield: | 100-26 7/8 / 4.199% | |
| Spread to Benchmark Instrument: | +111.275 bps | |
| Yield to Maturity: | 5.312% | |
| Interest Rate Payment Frequency: | Semi-annual | |
Schedule III-1
| Interest Payment Dates: | May 21 and November 21, with a short first interest payment date on May 21, 2023 | |
| Interest Rate Basis: | 30/360 | |
| Business Day Convention: | Modified Following, Unadjusted | |
| Redemption Provisions: | Redeemable in whole, but not in part, for tax reasons | |
| Sinking Fund Provisions: | No sinking fund provisions | |
| Form: | Global note held by depositary or the depositary’s custodian | |
| Denominations: | Denominations of USD 1,000.00 and integral multiples of USD 1,000.00 in excess thereof | |
| Clearing: | DTC / Euroclear / Clearstream | |
| Joint Book-Running Managers: | Barclays Bank PLC Citigroup Global Markets Limited Daiwa Capital Markets Europe Limited X.X. Xxxxxx Securities plc | |
| Names and Addresses of Representatives: | Barclays Bank PLC 0 Xxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX
Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB
Daiwa Capital Markets Europe Limited 0 Xxxx Xxxxxxx Xxxxxx Xxxxxx XX0X 0XX
X.X. Xxxxxx Securities plc 00 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX | |
| Governing Law: | New York | |
| Listing: | Application will be made to admit the notes to the official list of the Financial Conduct Authority and to the regulated market of the London Stock Exchange | |
| CUSIP/ISIN: | CUSIP: 00000XXX0 ISIN: US21989TAA51 | |
| (1) | These securities ratings have been provided by Moody’s, S&P and Fitch Ratings. These ratings are not a recommendation to buy, sell or hold these securities. Each rating may be subject to revision or withdrawal at any time and should be evaluated independently of any other rating. |
Schedule III-2
UK MiFIR Professionals/ECPs-only – Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).
This communication is intended for the sole use of the person to whom it is provided by the issuer.
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you a copy of the prospectus if you request it by calling Barclays Bank PLC at x00 (0) 000 000 0000, Citigroup Global Markets Limited at x00 (0) 000 000 0000, Daiwa Capital Markets Europe Limited at x00 (0) 000 000 0000 or X.X. Xxxxxx Securities plc at x0 000 000 0000.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
Schedule III-3
SCHEDULE IV
Free Writing Prospectus
Pricing Term Sheet, as dated and filed with the Commission on November 15, 2022.
Schedule IV-1
