Brussels - 1 December 2022 - 18:30 CET
Anheuser-Busch InBev Announces Pricing 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ANB) (JSE: ANH) today announced the pricing of offers to purchase for cash any validly tendered (and not validly withdrawn) and accepted notes up to an aggregate purchase price (excluding accrued and unpaid interest) of US$3.5 billion (such amount, the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").
The Companies announced the pricing as set forth in the table below of its offers to purchase the outstanding Notes listed below.
As announced on 16 November 2022, the Companies will spend up to US$3.5 billion combined aggregate purchase price (excluding Accrued Interest) in the Tender Offers. Because the Offer Cap has been reached, the Company does not expect to accept for purchase any Notes tendered after 5:00 p.m., New York City time, on Wednesday, 30 November 2022 (the "Early Tender Time").
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.
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ISIN / (if | Fixed | ||||||||
applicable) | Acceptan | Principal | Spread | Total | |||||
CUSIP | Issuer and ce Priority Amount to be | Reference | (basis | ReferenceConsidera | |||||
Title of Notes | Maturity Date | Offeror | Level | Purchased | Security | points) | Yield | tion(a) | |
2.850% Notes | UKT 1.750% | 3.478% | |||||||
BE6295395956 | May 25, 2037 | AB InBev | 1 | £488,737,000 | due September | 100 | £824.44 | ||
due 2037 | |||||||||
7, 2037 | |||||||||
3.750% Notes | US03523TBQ04/ | $528,807,000 | UST 3.375% | 3.970% | $839.29 | ||||
July 15, 2042 | ABIWW | 2 | due August 15, | 108 | |||||
due 2042 | 03523TBQ0 | ||||||||
2042 | |||||||||
4.000% Notes | US035242AB2 | January 17, | $345,565,000 | UST 3.375% | 3.970% | $863.68 | |||
ABIFI | 3 | due August 15, | 112 | ||||||
due 2043 | 7/ 035242AB2 | 2043 | |||||||
2042 | |||||||||
4.600% Notes | US035240AU4 | $503,357,000 | UST 3.000% | 3.776% | $917.42 | ||||
June 1, 2060 | ABIWW | 4 | due August 15, | 132 | |||||
due 2060 | 2/ 035240AU4 | ||||||||
2052 | |||||||||
2.250% Notes | UKT 0.500% | 3.254% | |||||||
BE6295393936 | May 24, 2029 | AB InBev | 5 | £363,245,000 | due January | 105 | £883.55 | ||
due 2029 | |||||||||
31, 2029 | |||||||||
4.500% Notes | US035240AT7 | $683,101,000 | UST 3.000% | 3.776% | $917.89 | ||||
June 1, 2050 | ABIWW | 6 | due August 15, | 128 | |||||
due 2050 | 8/ 035240AT7 | ||||||||
2052 | |||||||||
4.750% Notes | US035240AP5 | $519,307,000 | UST 3.000% | 3.776% | $928.09 | ||||
April 15, 2058 | ABIWW | 7 | due August 15, | 142 | |||||
due 2058 | 6/ 035240AP5 | ||||||||
2052 | |||||||||
4.600% Notes | US035240AN0 | $321,402,000 | UST 3.000% | 3.776% | $932.46 | ||||
April 15, 2048 | ABIWW | 8 | due August 15, | 130 | |||||
due 2048 | 9/ 035240AN0 | ||||||||
2052 | |||||||||
4.350% Notes | US035240AS9 | $0 | UST 3.375% | N/A | N/A | ||||
June 1, 2040 | ABIWW | 9 | due August 15, | 105 | |||||
due 2040 | 5/ 035240AS9 | ||||||||
2042 | |||||||||
4.625% Notes | US03524BAF3 | February 1, | $0 | UST 3.375% | N/A | N/A | |||
ABIFI | 10 | due August 15, | 120 | ||||||
due 2044 | 1/ 03524BAF3 | 2044 | |||||||
2042 | |||||||||
4.375% Notes | US035240AM2 | $0 | UST 3.375% | N/A | N/A | ||||
April 15, 2038 | ABIWW | 11 | due August 15, | 108 | |||||
due 2038 | 6/ 035240AM2 | ||||||||
2042 | |||||||||
ab-inbev.com | Press release - 1 December 2022 - 2 | |
US03522AAJ9
7/
03522AAJ9
144A: | |||||||||
US03522AAF7 | UST 3.000% | ||||||||
4.900% Notes | 5/ | February 1, | ABIWW and | $0 | N/A | N/A | |||
03522AAF7 | 12 | due August 15, | 148 | ||||||
due 2046 | 2046 | ABC | |||||||
2052 | |||||||||
Reg S: | |||||||||
USU00323AF9 | |||||||||
7/ | |||||||||
U00323AF9 | |||||||||
4.900% Notes | US035242AN6 | February 1, | $0 | UST 3.000% | N/A | N/A | |||
ABIFI | 13 | due August 15, | 148 | ||||||
due 2046 | 4/ 035242AN6 | 2046 | |||||||
2052 | |||||||||
- Per $1,000 or £1,000 in principal amount, as applicable, of Notes validly tendered and accepted for purchase prior to the Early Tender Time. The Reference Yield and the Total Consideration for each series of Notes were determined at 9:30 a.m., New York City time (2:30 p.m., London time), on Thursday, 1 December 2022, as described in the Offer to Purchase. The Total Consideration includes the Early Tender Payment of (i) $30 per $1,000 in principal amount of USD Notes or (ii) £30 per £1,000 in principal amount of GBP Notes, as applicable, and assumes an early settlement date of 2 December 2022.
The Companies have elected to exercise their right to have an early settlement date, and the settlement date for all Notes validly tendered prior to or at the Early Tender Time and accepted for purchase is expected to be on 2 December 2022 (the "Early Settlement Date"). Holders will also receive accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date.
As previously announced, 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.
Because the aggregate purchase price (excluding Accrued Interest) payable for the aggregate principal amount of Notes validly tendered prior to or at the Early Tender Time and not validly withdrawn would exceed the Offer Cap, the Companies will not accept for purchase all Notes that have been tendered by the Early Tender Time. AB InBev, ABIWW and ABIFI will accept for purchase all of the 2.850% Notes due 2037, 3.750% Notes due 2042, 4.000% Notes due 2043, 4.600% Notes due 2060, 2.250% Notes due 2029, 4.500% Notes due 2050 and 4.750% Notes due 2058 validly tendered and not validly withdrawn as of the Early Tender Time. ABIWW will accept for purchase $321,402,000 in aggregate principal
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amount of the 4.600% Notes due 2048 validly tendered and not validly withdrawn as of the Early Tender Time on a prorated basis as described in the Offer to Purchase (as defined below), using a proration factor of approximately 27.41%. ABIWW, ABIFI and ABC will not accept for purchase any 4.350% Notes due 2040, 4.625% Notes due 2044, 4.375% due 2038, 4.900% Notes due 2046 (issued by ABIWW and ABC) or 4.900% Notes due 2046 (issued by ABIFI) tendered in the Tender Offers. Any 4.600% Notes due 2048 not accepted for purchase will be returned promptly to holders following the Early Settlement Date. All 4.350% Notes due 2040, 4.625% Notes due 2044, 4.375% due 2038, 4.900% Notes due 2046 (issued by ABIWW and ABC) and 4.900% Notes due 2046 (issued by ABIFI) will be returned promptly to holders following the Price Determination Time.
Holders of the Notes who tendered at or prior to the Early Tender Time and whose Notes were accepted for purchase are eligible to receive the Total Consideration.
The Tender Offers will expire at 11:59 p.m., New York City time, on 14 December 2022 (such time and date, the "Expiration Time"), or any other date and time to which the Companies extend the applicable Tender Offer. Because the Offer Cap has been reached, the Companies do not expect to accept for purchase any Notes tendered after the Early Tender Time.
English, Dutch and French versions of this press release will be available on www.ab- inbev.com.
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 | |||||
ab-inbev.com | Press release - 1 December 2022 - 4 | ||||
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 - 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 19:43:03 UTC.