IBRD - International Bank for Reconstruction and Development
IBRD - International Bank for Reconstruction and Development
10/28/2025 | Press release | Distributed by Public on 10/28/2025 07:00
Distribution Report by Development Bank (Form DSTRBRPT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, D.C. 20549
REPORT OF
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
In respect of its
U.S. Dollar 5,000,000,000 3.500 per cent. Notes due October 28, 2030
Filed pursuant to Rule 3 of Regulation BW
Dated: October 28, 2025
The following information regarding the U.S. Dollar 5,000,000,000 3.500 per cent. Notes due October 28, 2030 (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 September 24, 2021) 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 23, 2025) is already on file with the Securities and Exchange Commission.
Item 1. Description of Obligations
(a) U.S. Dollar 5,000,000,000 3.500 per cent. Notes due October 28, 2030.
(b) The interest rate per U.S. Dollar 1,000 (the "Specified Denomination") shall be 3.500 per cent. per annum, payable semi-annually in arrear on each April 28 and October 28, commencing April 28, 2026, and ending on October 28, 2030.
(c) Maturing October 28, 2030. 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 21 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 6-11.
(i) Federal Reserve Bank of New York, 33 Liberty Street, New York, New York 10045.
Item 2. Distribution of Obligations
As of October 24, 2025, the Bank entered into a Terms Agreement with Banco Santander, S.A., Barclays Bank PLC, BMO Capital Markets Corp., BNP Paribas, CastleOak
Securities, L.P., CIBC World Markets Corp., Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Daiwa Capital Markets Europe Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities plc, Merrill Lynch International, Morgan Stanley & Co. International plc, National Bank of Canada Financial Inc., Nomura International plc, The Bank of Nova Scotia, London Branch, RBC Capital Markets, LLC, The Toronto-Dominion Bank, UBS AG London Branch 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 5,000,000,000 at 99.514% 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 October 28, 2025.
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 September 24, 2021) 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: 99.514% |
0.125 | % | 99.389 | % | ||||
|
Total: USD 4,975,700,000 |
USD 6,250,000 | USD 4,969,450,000 | ||||||
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 October 24, 2025. |
| B. |
Terms Agreement dated October 24, 2025. |
EXECUTION VERSION
Final Terms dated October 24, 2025
International Bank for Reconstruction and Development
Issue of
US$5,000,000,000 3.500 per cent. Notes due October 28, 2030
under the
Global Debt Issuance Facility
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the Prospectus dated September 24, 2021. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with such Prospectus.
MiFID II product governance / Retail investors, professional investors and ECPs target market - See Term 28 below.
UK MiFIR product governance / Retail investors, professional investors and ECPs target market - See Term 29 below.
| SUMMARY OF THE NOTES | ||||||||
| 1. | Issuer: | International Bank for Reconstruction and Development ("IBRD") | ||||||
| 2. | (i) | Series number: | 102577 | |||||
| (ii) | Tranche number: | 1 | ||||||
| 3. | Specified Currency or Currencies (Condition 1(d)): | United States Dollars ("US$") | ||||||
| 4. | Aggregate Nominal Amount | |||||||
| (i) | Series: | US$5,000,000,000 | ||||||
| (ii) | Tranche: | US$5,000,000,000 | ||||||
| 5. | (i) | Issue Price: | 99.514 per cent. of the Aggregate Nominal Amount | |||||
| (ii) | Net proceeds: | US$4,969,450,000.00 | ||||||
| 6. | Specified Denominations (Condition 1(b)): | US$1,000 and integral multiples thereof | ||||||
| 7. | Issue Date: | October 28, 2025 | ||||||
| 8. | Maturity Date (Condition 6(a)): | October 28, 2030 | ||||||
| 9. | Interest basis (Condition 5): |
3.500 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): | Not Applicable | ||||||
| 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: | 3.500 per cent. per annum payable semi-annually in arrear | ||||||
| (ii) | Interest Payment Date(s): | April 28 and October 28 of each year, from and including April 28, 2026, to and including the Maturity Date, not subject to adjustment in accordance with a Business Day Convention | ||||||
| (iii) | Interest Period Date(s): | Each Interest Payment Date | ||||||
| (iv) | Business Day Convention: | Not Applicable | ||||||
| (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 / New Safekeeping Structure: | 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: |
Citigroup Global Markets Limited Goldman Sachs International Morgan Stanley & Co. International plc Nomura International plc |
US$1,067,425,000 US$1,067,425,000 US$1,067,425,000 US$1,067,425,000 |
||||
| CastleOak Securities, L.P. | US$82,500,000 | |||||||
| CIBC World Markets Corp. | US$372,500,000 | |||||||
| Daiwa Capital Markets Europe Limited | US$151,000,000 | |||||||
| National Bank of Canada Financial Inc. | US$96,300,000 | |||||||
| Banco Santander, S.A. | US$2,000,000 | |||||||
| Barclays Bank PLC | US$2,000,000 | |||||||
| BMO Capital Markets Corp. | US$2,000,000 | |||||||
| BNP PARIBAS | US$2,000,000 | |||||||
| Crédit Agricole Corporate and Investment Bank | US$2,000,000 | |||||||
| Deutsche Bank AG, London Branch | US$2,000,000 | |||||||
| HSBC Bank plc | US$2,000,000 | |||||||
| J.P. Morgan Securities plc | US$2,000,000 | |||||||
| Merrill Lynch International | US$2,000,000 | |||||||
| RBC Capital Markets, LLC | US$2,000,000 | |||||||
| The Bank of Nova Scotia, London Branch | US$2,000,000 | |||||||
| The Toronto-Dominion Bank | US$2,000,000 | |||||||
| UBS AG London Branch | US$2,000,000 | |||||||
| Wells Fargo Securities, LLC | US$2,000,000 | |||||||
| (ii) | Stabilizing Manager(s) (if any): | Not Applicable | ||||||
| 25. | If non-syndicated, name of Dealer: | Not Applicable | ||||||
| 26. | Total commission and concession: | 0.125 per cent. of the Aggregate Nominal Amount | ||||||
| 27. | Additional selling restrictions: | Not Applicable | ||||||
| 28. | MiFID II product governance / Retail investors, professional investors and ECPs target market: |
Directive 2014/65/EU (as amended, "MiFID II") product governance / Retail investors, professional investors and ECPs target market: Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that (i) the target market for the Notes is ECPs, professional clients and retail clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. For the purposes of this Term 28, "manufacturer" means Goldman Sachs International. IBRD does not fall under the scope of application of MiFID II. Consequently, IBRD does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of MiFID II. |
||||||
| 29. | UK MiFIR product governance / Retail investors, professional investors and ECPs target market: |
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR") product governance / Retail investors, professional investors and ECPs target market: Solely for the purposes of the manufacturers' product approval process, the target market assessment in respect of the Notes has led to the conclusion that (i) the target market for the Notes is eligible counterparties (as defined in the United Kingdom Financial Conduct Authority (the "FCA") Handbook Conduct of Business Sourcebook ("COBS")), professional clients (as defined in UK MiFIR) and retail clients (as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018); and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, each distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. For the purposes of this Term 29, "manufacturers" means Citigroup Global Markets Limited, Goldman Sachs International, Morgan Stanley & Co. International plc, and Nomura International plc. IBRD does not fall under the scope of application of UK MiFIR. Consequently, IBRD does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of UK MiFIR. |
||||||
| OPERATIONAL INFORMATION | ||||||||
| 30. | Legal Entity Identifier of the Issuer: | ZTMSNXROF84AHWJNKQ93 | ||||||
| 31. | ISIN Code: | US459058LY71 | ||||||
| 32. | Common code: | 322063130 | ||||||
| 33. | CUSIP: | 459058LY7 | ||||||
| 34. | 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): | Bookentry system of the Federal Reserve Banks | ||||||
| 35. | Delivery: | Delivery versus payment | ||||||
| 36. | Intended to be held in a manner which would allow Eurosystem eligibility: | Not Applicable | ||||||
GENERAL INFORMATION
IBRD's most recent Information Statement was issued on September 23, 2025.
SUPPLEMENTAL PROSPECTUS INFORMATION
The Prospectus is hereby supplemented with the following information, which shall be deemed to be incorporated in, and to form part of, the Prospectus.
The Dealers are represented by Sullivan & Cromwell LLP. From time to time Sullivan & Cromwell LLP performs legal services for IBRD.
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.
RESPONSIBILITY
IBRD accepts responsibility for the information contained in these Final Terms.
Signed on behalf of IBRD:
| By: |
/s/ Henry Coyle |
|
| Name: Henry Coyle | ||
| Title: Authorized Officer | ||
| Duly authorized |
EXECUTION VERSION
TERMS AGREEMENT NO. 102577 UNDER THE FACILITY
October 24, 2025
International Bank for Reconstruction
and Development
1818 H Street, N.W.
Washington, D.C. 20433
The undersigned (the "Dealers") agree to purchase from you (the "Bank") the Bank's US$5,000,000,000 3.500 per cent. Notes due October 28, 2030 (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 October 28, 2025 (the "Settlement Date") at an aggregate purchase price of US$4,969,450,000 (which is 99.389 per cent. of the aggregate nominal amount of the Notes) on the terms set forth herein and in the Standard Provisions, dated September 24, 2021, relating to the issuance of Notes by the Bank (the "Standard Provisions"), incorporated herein by reference. In so purchasing the Notes, each of the Dealers 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 October 21, 2025, 5:00 p.m. London 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 the Dealers 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 Dealers 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 Dealers to purchase Notes hereunder is further subject to the receipt by the Dealers of the officer's certificate of the Bank referred to in Section 6.3.1, the validity opinion of Bank counsel referred to in Section 6.3.2, the validity opinion(s) of Dealer counsel referred to in Section 6.3.3, the disclosure letters of Bank counsel and Sullivan & Cromwell LLP referred to in Section 6.3.4, the accountants' letter referred to in Section 6.3.5, and the certificate of the Secretary of the Bank referred to in Section 6.3.6 of the Standard Provisions.
| 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 99.514 per cent. less a management and underwriting fee of 0.125 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 | |
|
Citigroup Global Markets Limited |
US$1,067,425,000 | |
|
Goldman Sachs International |
US$1,067,425,000 | |
|
Morgan Stanley & Co. International plc |
US$1,067,425,000 | |
|
Nomura International plc |
US$1,067,425,000 | |
|
CastleOak Securities, L.P. |
US$82,500,000 | |
|
CIBC World Markets Corp. |
US$372,500,000 | |
|
Daiwa Capital Markets Europe Limited National Bank of Canada Financial Inc. |
US$151,000,000 US$96,300,000 |
|
|
Banco Santander, S.A. |
US$2,000,000 | |
|
Barclays Bank PLC |
US$2,000,000 | |
|
BMO Capital Markets Corp. |
US$2,000,000 | |
|
BNP PARIBAS |
US$2,000,000 | |
|
Crédit Agricole Corporate and Investment Bank |
US$2,000,000 | |
|
Deutsche Bank AG, London Branch |
US$2,000,000 | |
|
HSBC Bank plc |
US$2,000,000 | |
|
J.P. Morgan Securities plc |
US$2,000,000 | |
|
Merrill Lynch International |
US$2,000,000 | |
|
RBC Capital Markets, LLC |
US$2,000,000 | |
|
The Bank of Nova Scotia, London Branch |
US$2,000,000 | |
|
The Toronto-Dominion Bank |
US$2,000,000 | |
|
UBS AG London Branch Wells Fargo Securities, LLC |
US$2,000,000 US$2,000,000 |
|
|
Total: |
US$5,000,000,000 |
| 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: ABA 021000018 / BANK OF NYC/ NITLON; 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). |
-2-
| 3 |
The Bank hereby appoints each of the Dealers 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 Dealers 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 Dealers 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 Dealers as a Dealer solely with respect to this issue of Notes, each of the Dealers 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 Joint Lead Managers hereby jointly and equally 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 (excluding certain fees with respect to the delivery of the validity opinion and the disclosure letter, which fees shall be paid by the Bank). |
| 6 |
Each of the Dealers 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 Dealers which have arisen prior to such termination. |
-3-
For purposes hereof, the notice details of the Dealers are as follows:
c/o Nomura International plc
1 Angel Lane, London EC4R 3AB
United Kingdom
Attention: Fixed Income Syndicate
Telephone: +44(0) 20 7103 9026
Email: [email protected]
| 7 |
If a default occurs with respect to one or more of the several underwriting commitments to purchase any Notes under this Terms Agreement, the 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 Terms 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 |
The Dealers and the Bank acknowledge that the Bank does not fall under the scope of application of either the MiFID II or UK MiFIR regime. Consequently, the Bank does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of MiFID II or UK MiFIR. |
| 9 |
Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules") regarding the mutual responsibilities of manufacturers under the Product Governance Rules: |
| (a) |
Goldman Sachs International (the "EU Manufacturer") acknowledges to that it understands the responsibilities conferred upon it under the MiFID Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Final Terms and any other announcements in connection with the Notes; and |
| (b) |
the other Dealers note the application of the MiFID Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the EU Manufacturer and the related information set out in the Final Terms and any other announcements in connection with the Notes. |
-4-
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 UK manufacturers under the UK MiFIR Product Governance Rules:
| (a) |
each of Citigroup Global Markets Limited, Goldman Sachs International, Morgan Stanley & Co. International plc, and Nomura International plc (each a "UK Manufacturer" and together the "UK Manufacturers") acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon them 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 Notes and the related information set out in the Final Terms in connection with the Notes; and |
| (b) |
each of the other Dealers notes the application of the UK MiFIR Product Governance Rules and acknowledges the target market and distribution channels identified as applying to the Notes by the UK Manufacturers and the related information set out in the Final Terms and any other announcements in connection with the Notes. |
For the purposes of this provision, the expression "MiFID II" means Directive 2014/65/EU, as amended and the expression "UK MiFIR" means Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
| 10 |
Nothing in this Terms Agreement shall operate as or be construed to constitute a waiver, renunciation or any other modification of any privilege or immunity of the Bank under the Bank's Articles of Agreement, or applicable law or international law. |
| 11 |
All notices and other communications hereunder shall be in writing and shall be transmitted in accordance with Section 9 of the Standard Provisions. |
| 12 |
This Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. |
-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.
| CITIGROUP GLOBAL MARKETS LIMITED | ||
| By: |
/s/ Noor Mallam |
|
| Name: Noor Mallam | ||
| Title: Vice President | ||
| GOLDMAN SACHS INTERNATIONAL | ||
| By: |
/s/ Edward Markham |
|
| Name: Edward Markham | ||
| Title: Managing Director | ||
| MORGAN STANLEY & CO. INTERNATIONAL PLC | ||
| By: |
/s/ Kathryn McArdle |
|
| Name: Kathryn McArdle | ||
| Title: Executive Director | ||
| NOMURA INTERNATIONAL PLC | ||
| By: |
/s/ Phillip Taylor |
|
| Name: Phillip Taylor | ||
| Title: Authorised Signatory | ||
| (together, the "Joint Lead Managers") | ||
| CASTLEOAK SECURITIES, L.P. | ||
| By: |
/s/ Itai Benosh |
|
| Name: Itai Benosh | ||
| Title: Managing Director | ||
| CIBC WORLD MARKETS CORP. | ||
| By: |
/s/ Christina Cho |
|
| Name: Christina Cho | ||
| Title: Managing Director | ||
| DAIWA CAPITAL MARKETS EUROPE LIMITED | ||
| By: |
/s/ Tyrone Cardona |
|
| Name: Tyrone Cardona | ||
| Title: Vice President | ||
| NATIONAL BANK OF CANADA FINANCIAL INC. | ||
| By: |
/s/ Victor Lee |
|
| Name: Victor Lee | ||
| Title: Director | ||
| BANCO SANTANDER, S.A. | ||
| By: |
/s/ Abraham Douek |
|
| Name: Abraham Douek | ||
| Title: Managing Director | ||
| By: |
/s/ Ali Nauman |
|
| Name: Ali Nauman | ||
| Title: Executive Director | ||
| BARCLAYS BANK PLC | ||
| By: |
/s/ Lynda Fleming |
|
| Name: Lynda Fleming | ||
| Title: Authorised Signatory | ||
| BMO CAPITAL MARKETS CORP. | ||
| By: |
/s/ Sean M. Hayes |
|
| Name: Sean M. Hayes | ||
| Title: Managing Director | ||
| BNP PARIBAS | ||
| By: |
/s/ Benjamin de Forton |
|
| Name: Benjamin de Forton | ||
| Title: DCM SSA | ||
| By: |
/s/ Salma Guerich |
|
| Name: Salma Guerich | ||
| Title: DCM SSA | ||
| CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK | ||
| By: |
/s/ Eric Busnel |
|
| Name: Eric Busnel | ||
| Title: Managing Director | ||
| By: |
/s/ Benjamin Moulle |
|
| Name: Benjamin Moulle | ||
| Title: Head of SSA DCM | ||
| DEUTSCHE BANK AG, LONDON BRANCH | ||
| By: |
/s/ Elena Pizzamano |
|
| Name: Elena Pizzamano | ||
| Title: Director | ||
| By: |
/s/ Achim Linsenmaier |
|
| Name: Achim Linsenmaier | ||
| Title: Managing Director | ||
| HSBC BANK PLC | ||
| By: |
/s/ Karl Allen |
|
| Name: Karl Allen | ||
| Title: Authorised Signatory | ||
| J.P. MORGAN SECURITIES PLC | ||
| By: |
/s/ Aashima Monga |
|
| Name: Aashima Monga | ||
| Title: Vice President | ||
| MERRILL LYNCH INTERNATIONAL | ||
| By: |
/s/ Kamini Sumra |
|
| Name: Kamini Sumra | ||
| Title: Managing Director | ||
| RBC CAPITAL MARKETS, LLC | ||
| By: |
/s/ Scott G. Primrose |
|
| Name: Scott G. Primrose | ||
| Title: Authorized Signatory | ||
| THE BANK OF NOVA SCOTIA, LONDON BRANCH | ||
| By: |
/s/ Francisca Montgomery |
|
| Name: Francisca Montgomery | ||
| Title: Director, Legal Counsel, Europe | ||
| By: |
/s/ Cesare Roselli |
|
| Name: Cesare Roselli | ||
| Title: Managing Director | ||
| THE TORONTO-DOMINION BANK | ||
| By: |
/s/ Frances Watson |
|
| Name: Frances Watson | ||
| Title: Managing Director | ||
| UBS AG LONDON BRANCH | ||
| By: |
/s/ Jake Webster |
|
| Name: Jake Webster | ||
| Title: Executive Director | ||
| By: |
/s/ Raman Gangahar |
|
| Name: Raman Gangahar | ||
| Title: Executive Director | ||
| WELLS FARGO SECURITIES, LLC | ||
| By: |
/s/ Barbara Garafalo |
|
| Name: Barbara Garafalo | ||
| Title: Managing Director | ||
| (together with the Joint Lead Managers, the "Dealers") | ||
| CONFIRMED AND ACCEPTED, as of the date first written above: | ||
| INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT | ||
| By: |
/s/ Henry Coyle |
|
| Name: Henry Coyle | ||
| Authorized Officer | ||
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