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Anheuser-Busch Inbev SA/NV - Tender Offer (BE & US) - Pricing

ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES PRICING OF ITS GBP/EUR TENDER OFFERS


15 NOVEMBER 2023


Full announcement including disclaimers and offer/distribution restrictions available via LonSE


"On 31 October 2023, Anheuser-Busch InBev SA/NV (the "GBP/EUR Offeror") launched separate invitations to holders of its outstanding £700,000,000 2.250% Notes due 2029 (ISIN: BE6295393936) (of which £336,755,000 is outstanding) and £900,000,000 2.850% Notes due 2037 (ISIN: BE6295395956) (of which £411,263,000 is outstanding) (together, the "GBP Notes") and €1,000,000,000 2.700% Notes due 2026 (ISIN: BE6265142099), €1,000,000,000 1.650% Notes due 2031 (ISIN: BE6312822628) and €750,000,000 2.000% Notes due 2035 (ISIN: BE6301511034) (the "EUR Notes") to tender such GBP Notes or EUR Notes for purchase by the GBP/EUR Offeror for cash subject to the Aggregate Offer Cap, the applicable Pool Offer Cap and the relevant Acceptance Priority Levels (each as defined below) (each such invitation a "GBP/EUR Tender Offer" and, together, the "GBP/EUR Tender Offers" and, together with the US Tender Offers (as defined in the Offer to Purchase (as defined below)), the "Tender Offers"). The Tender Offers were made on the terms and subject to the conditions contained in the offer to purchase dated 31 October 2023 (the "Offer to Purchase") and are subject to the offer restrictions set out below and as more fully described in the Offer to Purchase. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase.


The GBP/EUR Offeror today announces the pricing of the Total Consideration in relation to the GBP/EUR Tender Offers, which is as follows:



(1) Per £1,000 or €1,000 in principal amount of such series of GBP Notes or EUR Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase. The Reference Yield and the Total Consideration for each series of GBP Notes and EUR Notes were determined at 2:30 p.m., London time, on 15 November 2023, as described in the Offer to Purchase.  The Total Consideration includes the Early Tender Payment of £30 per £1,000 principal amount of GBP Notes or €30 per €1,000 principal amount of EUR Notes and assumes a final settlement date of 5 December 2023.

(2) The GBP Notes and the EUR Notes are fully and unconditionally guaranteed by Anheuser-Busch Companies LLC, Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev Worldwide Inc., Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV (the "Guarantors").


As announced on 31 October 2023, the Offerors will spend up to $3,000,000,000 combined aggregate purchase price (excluding Accrued Interest) in the Tender Offers. Because the Aggregate Offer Cap has been reached, the GBP/EUR Offeror does not expect to accept for purchase any Notes tendered after 5:00 p.m., New York City time, on 14 November 2023 (the "Early Tender Time").


The GBP/EUR Offeror has elected not to exercise its right to have an early settlement date, and the settlement date for all GBP Notes or EUR Notes validly tendered and accepted for purchase is expected to be on 5 December 2023 (the "Final 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 Final Settlement Date."


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ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES EARLY RESULTS OF ITS GBP/EUR TENDER OFFERS


15 NOVEMBER 2023


Full announcement including disclaimers and offer/distribution restrictions available via LonSE


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"The GBP/EUR Offeror hereby informs Noteholders of the non-binding indicative results of the GBP/EUR Tender Offers. According to information provided by Global Bondholder Services Corporation, the Tender and Information Agent for the GBP/EUR Tender Offers, based on valid GBP/EUR Tender Instructions received and not withdrawn as at the Early Tender Time, £266,763,000 in aggregate principal amount of GBP Notes and €607,297,000 in aggregate principal amount of EUR Notes had been validly tendered pursuant to the GBP/EUR Tender Offers.


Summary of the GBP/EUR Tender Offers


The results as at the Early Tender Time of the GBP/EUR Offeror's offer to purchase for cash the outstanding GBP Notes and EUR Notes listed below subject to the Aggregate Offer Cap and the applicable Pool Offer Cap(1):


Notes:

(1) The offers with respect to 2.700% Notes due 2026 and the other notes listed as "Pool 1 Notes" in the Offer to Purchase which are subject to the US Tender Offers (the "Pool 1 Notes") are subject to the "Pool 1 Offer Cap" of $1,200,000,000, representing the maximum aggregate purchase price payable, excluding Accrued Interest, in respect of the Pool 1 Notes that may be purchased (the "Pool 1 Tender Offers") and subject to the Aggregate Offer Cap (as defined below) not being exceeded. The offers with respect to the 2.850% Notes due 2037, the 2.000% Notes due 2035, the 1.650% Notes due 2031 and the 2.250% Notes due 2029 and the other notes listed as "Pool 2 Notes" in the Offer to Purchase which are subject to the US Tender Offers (collectively, the "Pool 2 Notes", and together with the Pool 1 Notes, the "Notes") are subject to the "Pool 2 Offer Cap" (and together with the Pool 1 Offer Cap, the "Pool Offer Caps") of $3,000,000,000 less the aggregate purchase price (excluding Accrued Interest) payable for the Pool 1 Notes validly tendered and accepted for purchase in the Pool 1 Tender Offers, representing the maximum aggregate purchase price payable, excluding Accrued Interest, in respect of the Pool 2 Notes that may be purchased (the "Pool 2 Tender Offers"). The Tender Offers are subject to an "Aggregate Offer Cap" equal to an aggregate purchase price (excluding Accrued Interest) of up to $3,000,000,000, subject to the terms and conditions described in the Offer to Purchase.

(2) We will accept Notes in each of the Tender Offers in the order of their respective Acceptance Priority Level specified in the Offer to Purchase (each, an "Acceptance Priority Level" with "1" being the highest Acceptance Priority Level and "2" being the lowest Acceptance Priority Level in the case of the Pool 1 Tender Offers, and "1" being the highest Acceptance Priority Level and "16" being the lowest Acceptance Priority Level in the case of the Pool 2 Tender Offers), subject to the terms and conditions described in the Offer to Purchase.

(3) The GBP Notes and the EUR Notes are fully and unconditionally guaranteed by Anheuser-Busch Companies LLC, Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev Worldwide Inc., Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV (the "Guarantors").


The GBP/EUR Offeror indicatively intends (i) in respect of the Pool 1 Notes, not to accept for purchase any of the €1,000,000,000 2.700% Notes due 2026 (ISIN: BE6265142099), and (ii) in respect of the Pool 2 Notes, to accept for purchase all of the £900,000,000 2.850% Notes due 2037 (ISIN: BE6295395956) (of which £411,263,000 is outstanding) validly tendered as of the Early Tender Time, and none of any of the other series of GBP Notes or EUR Notes in Pool 2.


The pricing of the Total Consideration for each series of Notes is expected to occur at or about 2:30 p.m., London time, on 15 November 2023 (the "Price Determination Time"). The GBP/EUR Offeror will, amongst other things, announce how many Notes of each series will be accepted for purchase, according to the Acceptance Priority Levels and the applicable Pool Offer Cap, promptly following the Price Determination Time.


The GBP/EUR Tender Offers are subject to the satisfaction of certain conditions, as set forth in the Offer to Purchase.

As announced on 31 October 2023, the Offerors will spend up to the Aggregate Offer Cap and, in respect of each Tender Offer, the applicable Pool Offer Cap, subject to the Acceptance Priority Levels, to purchase the outstanding Notes listed in the table in the Offer to Purchase."


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Anheuser-Busch InBev Launches Cash Tender Offers for up to USD 3 Billion Aggregate Purchase Price of Thirteen Series of USD Notes, Three Series of EUR Notes and Two Series of GBP Notes

31 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via SEC


"31 October 2023 – Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH) today announced the commencement of offers by AB InBev and its wholly-owned subsidiaries Anheuser-Busch InBev Worldwide Inc. (“ABIWW”), Anheuser-Busch Companies, LLC (“ABC”) and Anheuser-Busch InBev Finance Inc. (“ABIFI”, and together with AB InBev, ABIWW and ABC, the “Companies”) 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 billion (such amount, as the same may be increased or decreased, the “Aggregate Offer Cap”) of thirteen series of USD notes (the “USD Notes”), three series of EUR notes (the “EUR Notes”) and two series of GBP notes (the “GBP Notes”) issued by the Companies, across the Pool 1 Tender Offers and the Pool 2 Tender Offers, each with a separate Pool Offer Cap, 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 31 October 2023 (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 its website https://gbsc-usa.com/registration/abi or by calling +1 (855) 654-2014 (toll free) or +1 212-430-3774 (for banks and brokers).


Upon the terms and subject to the conditions set forth in the Offer to Purchase, each of AB InBev, ABIFI, ABIWW and ABC is offering to purchase, up to the Aggregate Offer Cap and the applicable Pool Offer Caps, the Notes issued by it set forth in the table below, subject to the Acceptance Priority Levels (as defined below). Notes purchased in the Tender Offers will be retired and cancelled."





(a)The offers with respect to the 3.650% Notes due 2026 issued by ABC and ABIWW, the 3.650% Notes due 2026 issued by ABC and ABIWW (144A / Reg S) and the 2.700% Notes due 2026 issued by AB InBev (collectively, the “Pool 1 Notes”) are subject to the “Pool 1 Offer Cap” of $1,200,000,000, representing the maximum aggregate purchase price payable, excluding accrued and unpaid interest, in respect of the Pool 1 Notes that may be purchased (the “Pool 1 Tender Offers”) and subject to the Aggregate Offer Cap (as defined below) not being exceeded. The offers with respect to the 3.750% Notes due 2042 issued by ABIWW, the 2.850% Notes due 2037 issued by AB InBev, the 4.000% Notes due 2043 issued by ABIFI, the 4.600% Notes due 2060 and the 4.500% Notes due 2050 issued by ABIWW, the 4.600% Notes due 2048, the 4.750% Notes due 2058 and the 4.350% Notes due 2040 issued by ABIWW, the 4.625% Notes due 2044 issued by ABIFI, the 2.000% Notes due 2035 issued by AB InBev, the 4.375% Notes due 2038 issued by ABIWW, the 4.900% Notes due 2046 issued by ABC and ABIWW, the 4.900% Notes due 2046 issued by ABC and ABIWW (144A / Reg S), the 4.900% Notes due 2046 issued by ABIFI, the 1.650% Notes due 2031 and the 2.250% Notes due 2029 issued by AB InBev and the 3.500% Notes due 2030 issued by ABIWW (collectively, the “Pool 2 Notes”, and together with the Pool 1 Notes, the “Notes”) are subject to the “Pool 2 Offer Cap” (and together with the Pool 1 Offer Cap, the “Pool Offer Caps”) of $3,000,000,000 less the aggregate purchase price (excluding accrued and unpaid interest) payable for the Pool 1 Notes validly tendered and accepted for purchase in the Pool 1 Tender Offers, representing the maximum aggregate purchase price payable, excluding accrued and unpaid interest, in respect of the Pool 2 Notes that may be purchased (the “Pool 2 Tender Offers, and together with the Pool 1 Tender Offers, the “Tender Offers”). The Tender Offers are subject to an “Aggregate Offer Cap” equal to an aggregate purchase price (excluding accrued and unpaid interest) of up to $3,000,000,000, subject to the terms and conditions described in the Offer to Purchase. The Pool 1 Offer Cap, the Pool 2 Offer Cap and the Aggregate Offer Cap, subject to applicable law, may be increased or decreased in the sole discretion of the Companies.

(b)We will accept Notes in each of the Tender Offers 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 “2” being the lowest Acceptance Priority Level in the case of the Pool 1 Tender Offers, and “1” being the highest Acceptance Priority Level and “16” being the lowest Acceptance Priority Level in the case of the Pool 2 Tender Offers), subject to the terms and conditions described in the Offer to Purchase.

(c)The applicable Reference Security will be used to calculate the applicable Total Consideration (as defined below) payable for each series of USD Notes and GBP Notes, and the applicable Interpolated Mid-Swap Rate will be used to calculate the applicable Total Consideration payable for each series of EUR Notes. The Total Consideration payable pursuant to the Tender Offers will be calculated and determined as set forth in the Offer to Purchase.

(d)The applicable Fixed Spread will be used to calculate the applicable Total Consideration (as defined below) payable for each series of Notes, which already includes the Early Tender Payment. The Total Consideration payable pursuant to the Tender Offers will be calculated and determined as set forth in the Offer to Purchase.

(e)Payable in cash per each $1,000, €1,000 or £1,000 principal amount, as applicable, of the specified series of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase.

(f)The GBP Notes and the EUR 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.

(g)The $3,491,141,000 aggregate outstanding principal amount of 3.650% Notes due 2026 issued by ABIWW and ABC consists of (i) $3,335,820,000 outstanding principal amount of 3.650% Notes due 2026 issued by ABIWW and ABC (US03522AAG58/03522AAG5) and (ii) $155,321,000 outstanding principal amount of 3.650% Notes due 2026 issued by ABIWW and ABC (144A: US03522AAD28/03522AAD2 & Reg S: USU00323AD40/U00323AD4).

(h)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 ABIWW 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).


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