Brussels - 1 December 2022 - 8:00 CET
Anheuser-Busch InBev Announces Early Results of Cash Tender Offers for up to USD
3.5 Billion Aggregate Purchase Price of Twelve Series of USD Notes and Two Series of GBP Notes
1 December 2022 - Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE:
BUD) (MEXBOL: ANB) (JSE: ANH) today announced the early results of offers to purchase for cash any validly tendered (and not validly withdrawn) and accepted notes up to an aggregate purchase price (excluding accrued and unpaid interest) of US$3.5 billion (such amount, the "Offer Cap") of (i) two series of GBP notes issued by AB InBev (collectively, the "GBP Notes") and (ii) seven series of USD notes issued by its wholly-owned subsidiary Anheuser-Busch InBev Worldwide Inc. ("ABIWW" or a "Company"), three series of USD notes issued by its wholly-owned subsidiary Anheuser-Busch InBev Finance Inc. ("ABIFI" or a "Company") and two series of USD notes issued by its wholly-owned subsidiaries ABIWW and Anheuser-Busch Companies, LLC ("ABC" or a "Company", and together with AB InBev, ABIWW and ABIFI, the "Companies") (collectively, the "USD Notes", and together with the GBP Notes, the "Notes"), as described in the table set forth below (the "Tender Offers").
As announced on 16 November 2022, the Companies will spend up to the Offer Cap, subject to the Acceptance Priority Levels (as defined below), to purchase the outstanding Notes listed in the table below.
The Tender Offers have been made pursuant to the terms and conditions set forth in the offer to purchase dated 16 November 2022 (the "Offer to Purchase"). Terms not defined in this announcement have the meanings given to them in the Offer to Purchase.
According to information provided by Global Bondholder Services Corporation, the Tender and Information Agent for the Tender Offers, $7,274,315,000 aggregate principal amount of the USD Notes and £851,982,000 aggregate principal amount of the GBP Notes were validly tendered prior to or at the Early Tender Time and not validly withdrawn.
ab-inbev.com | Press release - 1 December 2022 - 1 | |
The following table indicates, among other things, the principal amount of Notes validly tendered as of the Early Tender Time:
ISIN / (if applicable) | Outstanding | Issuer | Acceptance | Principal Amount | ||
Title of | CUSIP | Principal | Maturity | and | Priority | Tendered as of Early |
Notes(a)(c) | Amount | Date | Offeror | Level(b) | Tender Time | |
2.850% Notes | BE6295395956 | £900,000,000 | May 25, 2037 | AB InBev | 1 | £488,737,000 |
due 2037 | ||||||
3.750% Notes | US03523TBQ04/ | $1,000,000,000 | July 15, 2042 | ABIWW | 2 | $528,807,000 |
due 2042 | 03523TBQ0 | |||||
4.000% Notes | US035242AB27/ | $750,000,000 | January 17, | ABIFI | 3 | $345,565,000 |
due 2043 | 035242AB2 | 2043 | ||||
4.600% Notes | US035240AU42/ | $1,000,000,000 | June 1, 2060 | ABIWW | 4 | $503,357,000 |
due 2060 | 035240AU4 | |||||
2.250% Notes | BE6295393936 | £700,000,000 | May 24, 2029 | AB InBev | 5 | £363,245,000 |
due 2029 | ||||||
4.500% Notes | US035240AT78/ | $2,250,000,000 | June 1, 2050 | ABIWW | 6 | $683,101,000 |
due 2050 | 035240AT7 | |||||
4.750% Notes | US035240AP56/ | $1,500,000,000 | April 15, 2058 | ABIWW | 7 | $519,307,000 |
due 2058 | 035240AP5 | |||||
4.600% Notes | US035240AN09/ | $2,500,000,000 | April 15, 2048 | ABIWW | 8 | $1,174,130,000 |
due 2048 | 035240AN0 | |||||
4.350% Notes | US035240AS95/ | $1,000,000,000 | June 1, 2040 | ABIWW | 9 | $427,518,000 |
due 2040 | 035240AS9 | |||||
4.625% Notes | US03524BAF31/ | $850,000,000 | February 1, | ABIFI | 10 | $249,203,000 |
due 2044 | 03524BAF3 | 2044 | ||||
ab-inbev.com | Press release - 1 December 2022 - 2 | |
4.375% Notes | US035240AM26/ | $1,500,000,000 | April 15, | ABIWW | 11 | $706,803,000 |
due 2038 | 035240AM2 | 2038 | ||||
US03522AAJ97/ | ||||||
03522AAJ9 | ||||||
144A: | ||||||
4.900% Notes | US03522AAF75/ | February 1, | ABIWW | |||
03522AAF7 | $9,542,514,000(d) | 12 | $1,833,786,000 | |||
due 2046 | 2046 | and ABC | ||||
Reg S: | ||||||
USU00323AF97/ | ||||||
U00323AF9 | ||||||
4.900% Notes | US035242AN64/ | $1,457,486,000 | February 1, | ABIFI | 13 | $302,738,000 |
due 2046 | 035242AN6 | 2046 | ||||
- The offers with respect to the Notes are subject to an Offer Cap equal to an aggregate purchase price (excluding accrued interest) of up to $3,500,000,000, subject to the terms and conditions described in the Offer to Purchase.
- We will accept Notes in the order of their respective Acceptance Priority Level specified in the table above (each, an "Acceptance Priority Level," with "1" being the highest Acceptance Priority Level and "13" being the lowest Acceptance Priority Level), subject to the terms and conditions described in the Offer to Purchase.
-
The GBP Notes are fully and unconditionally guaranteed by ABC, ABIFI, ABIWW, Brandbev S.à r.l.,
Brandbrew S.A. and Cobrew NV (the "Guarantors"). The USD Notes are fully and unconditionally guaranteed by AB InBev and certain of its direct and indirect subsidiaries. - The $9,542,514,000 aggregate outstanding principal amount of 4.900% Notes due 2046 issued by ABIWW and ABC consists of (i) $9,518,964,000 outstanding principal amount of 4.900% Notes due 2046 issued by ABWW and ABC (US03522AAJ97/ 03522AAJ9) and (ii) $23,550,000 outstanding principal amount of 4.900% Notes due 2046 issued by ABIWW and ABC (144A: US03522AAF75/ 03522AAF7 & Reg S: USU00323AF97/ U00323AF9).
The pricing of the Total Consideration for each series of Notes is expected to occur at or about 9:30 a.m., New York City time (2:30 p.m., London time), on Thursday, 1 December 2022 (the "Price Determination Time"). The Companies will announce, amongst other things, how many Notes of each series will be accepted for purchase, according to the Acceptance Priority Levels, promptly following the Price Determination Time.
The Tender Offers are subject to the satisfaction of certain conditions, as set forth in the Offer to Purchase.
English, Dutch and French versions of this press release will be available on www.ab- inbev.com.
ab-inbev.com | Press release - 1 December 2022 - 3 | |
The Dealer Managers for the Tender Offers are:
Lead Dealer Managers | |||
Barclays Bank PLC | Barclays Capital Inc. | BNP Paribas Securities | BofA Securities, Inc. |
5 The North Colonnade | 745 Seventh Avenue | Corp. | 620 S Tryon Street, 20th |
Canary Wharf | New York, NY 10019 | 787 Seventh Avenue | Floor Charlotte |
London E14 4BB | United States of America | New York, NY 10019 | North Carolina 28255 |
United Kingdom | United States of America | United States of America | |
Attention: Liability | |||
Attention: Liability | Management Group | Attention: Liability | Attention: Liability |
Management Group | Collect: (212) 528-7581 | Management Group | Management Group |
Telephone: + 44 20 3134 | Toll Free: (800) 438-3242 | Collect: (212) 841-3059 | Collect: (980) 387-3907 |
8515 | Email: | Toll-Free: (888) 210- | Toll-Free: (888) 292- |
Email: | us.lm@barclays.com | 4358 | 0070 |
eu.lm@barclays.com | Email: | Email: | |
dl.us.liability.managemen | debt_advisory@bofa.com | ||
t@us.bnpparibas.com | |||
In Europe: | |||
Telephone: +33 1 877 | |||
01057 | |||
Email: DG.LM- | |||
EMEA@bofa.com | |||
Deutsche Bank | Deutsche Bank | J.P. Morgan SE | J.P. Morgan Securities |
Securities Inc. | Aktiengesellschaft | Taunustor 1 | LLC |
Attn: Liability | Mainzer Landstraβe 11- | (TaunusTurm) | 383 Madison Avenue |
Management Group | 17 | 60310 Frankfurt am Main | New York, NY 10179 |
1 Columbus Circle | 60329 Frankfurt am Main | Germany | United States of America |
New York, NY 10019 | Germany | ||
Toll free: (866) 627-0391 | Tel: +44 20 7545 8011 | Attn: Liability | Attn: Liability |
Collect: (212) 250-2955 | Management Group | Management Group | |
Collect: +44 20 7134 | Collect: (212) 834-8553 | ||
2468 | Toll-Free: (866) 834- | ||
Email: | 4666 | ||
Liability_management_E | |||
MEA@jpmorgan.com |
ab-inbev.com | Press release - 1 December 2022 - 4 | |
Co-Dealer Managers | ||
Citigroup Global Markets Inc. | Santander Investment Securities | Wells Fargo Securities, LLC |
388 Greenwich Street, Trading 4th | Inc. | 550 South Tryon Street, 5th Floor |
Floor | 437 Madison Avenue | Charlotte, NC 28202 |
New York, New York 10013 | 7th Floor | United States of America |
United States of America | New York, NY 10022 | |
United States of America | Attention: Liability Management | |
Attention: Liability Management | Group | |
Group | Attention: Liability Management | Collect: +1 (704) 410-4759 |
Collect: +1 (212) 723-6106 | Fax: 212-407-0930 | Toll-Free: +1 (866) 309-6316 |
Toll-Free: +1 (800) 558-3745 | Europe: +33 (0)1 85 14 06 61 | |
Toll: 212-940-1442 | ||
Email: | Email: | |
Toll-Free:855-404-3636 | ||
ny.liabilitymanagement@citi.com | liabilitymanagement@wellsfargo.com | |
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 (855) 654-2014 Fax: +1 (212) 430-3775 or +1 (212) 430-3779E-mail:contact@gbsc-usa.com
ab-inbev.com | Press release - 1 December 2022 - 5 | |
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AB - Anheuser-Busch InBev SA published this content on 01 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2022 07:23:04 UTC.