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ANB) (JSE: ANH) today announced the early results of offers to purchase for cash any validly tendered (and not validly withdrawn) and accepted notes up to an aggregate purchase price (excluding accrued and unpaid interest) of US$3.5 billion (such amount, the "Offer Cap") of (i) two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aggregate principal amount of the GBP Notes were validly tendered prior to or at the Early Tender Time and not validly withdrawn.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

  1. 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.
  2. 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.
  3. 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.
  4. 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

Para continuar a leer este documento, haga clic aquí para la versión original.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

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.