Anheuser-Busch InBev Launches Tender Offers for Up To USD 2.5 Billion Aggregate
Purchase Price of Three Series of USD
Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH) today announced the commencement of offers by its wholly-owned subsidiary Anheuser-Busch InBev
Finance Inc. ("ABIFI" or the "Company") to purchase for cash any validly tendered (and not validly withdrawn) and accepted notes up to an aggregate purchase price (excluding accrued and unpaid interest) of US$2.5 billion (the "Offer Cap") of three series of the Company's notes as described in the table below (the "Tender Offers"). The Tender Offers are being made upon the terms and subject to the conditions set forth in the offer to purchase dated 13 November 2018 (the "Offer to Purchase"). Terms not defined in this announcement have the meanings given to them in the Offer to Purchase.
Copies of the Offer to Purchase are available to holders through the information agent, Global Bondholder Services Corporation, at their websitehttp://www.gbsc-usa.com/Anheuser-Busch/ or by calling +1 (866) 470-3900 (toll free) or +1 212-430-3774 (for banks and brokers).
ABIFI is offering to purchase, up to the Offer Cap, its outstanding US$7,500,000,000 2.650% Notes due 2021, its US$1,250,000,000 2.625% Notes due 2023 and its US$6,000,000,000 3.300% Notes due 2023 (together, the "Notes"), from holders of any of the Notes, subject to the Acceptance Priority Levels (as defined below). Notes purchased in the Tender Offers will be retired and cancelled.
The following table sets forth certain information relating to the pricing for the Tender Offers.
Up to the Offer Cap of the Notes Listed Below
U.S. Spread Early
Outstanding Acceptance Treasury (basis TenderTitle of Notes
CUSIP / ISIN
Principal Priority Amount Level
SecurityPayment (per $1,000)Bloomberg Reference
2.650% Notes due 2021
2.875% U.S.T. due 11/15/21
2.625% Notes due 2023
035242 AA4 $1,250,000,000
U.S.T. due 10/31/23
3.300% Notes due 2023
2.875% U.S.T. due 10/31/23
(a) Payable in cash per each $1,000 principal amount of the specified series of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase.
(b) Hypothetical Total Consideration is based on the fixed spread for the applicable series of Notes to the yield of the U.S. Treasury Reference Security for that series as of 11:00 a.m., New York City time, on 9 November 2018 and assumed an Early Settlement Date of 29 November 2018. The information provided in the above tables is for illustrative purposes only. The Offeror (defined below) makes no representation with respect to the actual consideration that may be paid, and such amounts may be greater or less than those shown in the above table depending on the yield of the applicable U.S. Treasury Reference Security as of the applicable Price Determination Time (as defined below). The actual Total Consideration (as defined below) will be based on the fixed spread for the applicable series of Notes to the yield of the U.S. Treasury Reference Security for that series as of 11:00 a.m., New York City time, on the applicable Price Determination Time. The hypothetical Total Consideration excludes accrued and unpaid interest on the Notes accepted for purchase.
(c) The fixed spread will be used to calculate the yield to maturity that will be used to calculate the Total Consideration, which already includes the Early Tender Payment.
The Tender Offers for the Notes will expire at 11:59 p.m., New York City time, on 11 December 2018 (the
"Expiration Time"), or, in each case, any other date and time to which the Company extends the applicable Tender Offer. Holders must validly tender their Notes prior to or at 5:00 p.m., New York City time, on 27 November 2018 (such date and time, as it may be extended with respect to a series of Notes, the "Early Tender Time"), to be eligible to receive the applicable Total Consideration (as defined below) which includes an amount in cash (the "Early Tender Payment") equal to the applicable amount set forth in the table above under the heading "Early Tender Payment," plus accrued interest. If Holders validly tender their Notes after the Early Tender Time but prior to or at the applicable Expiration Time, Holders will only be eligible to receive the applicable Tender Offer Consideration plus accrued interest.
Notes tendered may be withdrawn prior to or at, but not after, 5:00 p.m. New York City time, on 27 November 2018 (such date and time, as it may be extended with respect to a series of Notes, the
"Withdrawal Deadline"). The Tender Offers are subject to the satisfaction of certain conditions, as set forth in the Offer to Purchase.
The Company will only accept for purchase Notes up to an aggregate purchase price (excluding accrued interest) that will not exceed the Offer Cap. Subject to applicable law, the Company reserves the right, but is under no obligation, to increase the Offer Cap in respect of the Tender Offers at any time, which could result in the Company purchasing a greater aggregate principal amount of Notes in the Tender Offers.
The purchase of any series of Notes is not conditioned upon the purchase of any other series of Notes. Any Notes validly tendered in the Tender Offers and accepted for purchase will be accepted for purchase by the Company based on the Offer Cap and the acceptance priority levels noted above (the "Acceptance Priority Levels"), each as more fully described in the Offer to Purchase. If the purchase of all validly tendered Notes would result in an aggregate purchase price greater than the Offer Cap, then the Tender Offers will be oversubscribed and if the Offeror accepts Notes in the Tender Offers, any Notes accepted for purchase in the lowest Acceptance Priority Level in which Notes are accepted for purchase will be accepted for tender on a prorated basis. For the avoidance of doubt, Notes tendered prior to or at the Early Tender Time will have priority over Notes tendered after the Early Tender Time, regardless of the Acceptance Priority Levels. If the Offer Cap is reached at the Early Tender Time, then no Notes tendered after the Early Tender Time will be purchased, unless the Company increases the Offer Cap.
The "Total Consideration" payable for each series of Notes will be a price per $1,000 principal amount of such series that would reflect a yield to the applicable maturity date of such series of Notes equal to the sum of (i) the Reference Yield (as defined below) for such series, determined at 11:00 a.m. (New York City time) on the business day following the Early Tender Time, plus (ii) the fixed spread applicable to such series, as set forth in the table above (the "Fixed Spread"), minus accrued and unpaid interest on the Notes from, and including, the most recent interest payment date up to, but excluding, the applicable Settlement Date (as defined in the Offer to Purchase). The Total Consideration also includes the Early Tender Payment for the applicable series of Notes set forth in the table above. The "Reference Yield" means the bid side yield to maturity of the applicable reference security listed in the table above (the
"Reference Security") for such series as calculated by the Dealer Managers (as defined below).
Holders of Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and that are accepted for purchase will receive the applicable Total Consideration.
Holders of any Notes that are validly tendered after the Early Tender Time but prior to or at the Expiration Time and that are accepted for purchase will receive the applicable Total Consideration minus the Early
Tender Payment. Total Consideration minus the Early Tender Payment is referred to as the "Tender Offer Consideration."
The Dealer Managers for the Tender Offer are:
BofA Merrill Lynch
Deutsche Bank Securities
60 Wall Street, 2nd Floor
214 North Tryon Street, 14th Floor
New York, New York 10005
Charlotte, North Carolina 28255
Attn: Liability Management Group
Attn: Liability Management Group
Collect: +1 (212) 250-2955
Collect: +1 (980) 387-3907
U.S. Toll-Free:+1 (866) 627-0391
U.S. Toll-Free: : +1 (888) 292-0070
The Tender and Information Agent for the Tender Offers is:
Global Bondholders Services Corporation
65 Broadway - Suite 404
New York, New York 10006 Attention: Corporate Actions
Bank and Brokers Call Collect: +1 (212) 430-3774
All Others Please Call Toll-Free: +1 (866) 470-3800
Fax: +1 (212) 430-3775 or +1 (212) 430-3779
Non-U.S. Distribution Restrictions
Italy. None of the Offer to Purchase or any other document or materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of such Notes that are resident and/or located in Italy can tender Notes for purchase in the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with such Notes or the Tender Offer.
United Kingdom. The communication of this Offer to Purchase and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this Offer to Purchase and such documents and/or materials are not
being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Financial Promotion Order")), (ii) to those persons who are within Article 43(2) of the Financial Promotion
Order, including existing members and creditors of the Offeror, (iii) to those persons who are outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France. The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (France). Neither this Offer to Purchase nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. This Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Belgium. Neither this Offer to Purchase nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services marchés financiers) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this Offer to Purchase nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended or replaced from time to time), acting on their own account. Insofar as Belgium is concerned, this Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in this Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.