REG - Anheuser-Busch InBev - Launch of Tender Offer
19/03/2024 07:45
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RNS Number : 3927H Anheuser-Busch InBev SA/NV 19 March 2024
19 March 2024
ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES TENDER OFFERS
TO PURCHASE EUR NOTES FOR CASH
Anheuser-Busch InBev SA/NV (the "EUR Offeror") has today launched separate
invitations to holders of its outstanding €1,000,000,000 2.700% Notes due
2026 (ISIN: BE6265142099), €1,000,000,000 2.125% Notes due 2027 (ISIN:
BE6320934266) and €3,000,000,000 2.000% Notes due 2028 (ISIN: BE6285455497)
(together, the "EUR Notes") to tender such EUR Notes for purchase by the EUR
Offeror for cash subject to the Offer Cap, the relevant Acceptance Priority
Levels and the Financing Condition (each as defined below) (each such
invitation a "EUR Tender Offer" and, together, the "EUR Tender Offers" and,
together with the US Tender Offers (as defined below), the "Tender Offers").
The Tender Offers are being made on the terms and subject to the conditions
contained in the offer to purchase dated 19 March 2024 (the "Offer to
Purchase") and are subject to the offer restrictions set out below and as more
fully described in the Offer to Purchase.
Copies of the Offer to Purchase are (subject to offer and distribution
restrictions) available from the Tender and Information Agent as set out
below. Capitalised terms used and not otherwise defined in this announcement
have the meanings given in the Offer to Purchase.
Summary of the EUR Tender Offers
The EUR Offeror offers to purchase for cash the outstanding EUR Notes listed
below subject to the Offer Cap((1)) of $2,000,000,000 (subject to increase or
decrease as set out in the Offer to Purchase):
Title of Notes((6)) Principal Amount Outstanding ISIN Maturity Date Acceptance Priority Level((2)) Interpolated Mid-Swap Rate((3)) Fixed Spread (Basis Points)((4)) Early Tender Payment((5)) Bloomberg Reference Page
2.700% Notes due 2026 €1,000,000,000 BE6265142099 31 March 2026 2 2026 Interpolated Mid-Swap Rate - 7 €30 IRSB EU
(Pricing Source: BGN)
2.125% Notes due 2027 €1,000,000,000 BE6320934266 2 December 2027 3 2027 Interpolated Mid-Swap Rate + 5 €30 IRSB EU
(Pricing Source: BGN)
2.000% Notes due 2028 €3,000,000,000 BE6285455497 17 March 2028 5 2028 Interpolated Mid-Swap Rate + 15 €30 IRSB EU
(Pricing Source: BGN)
Notes:
((1)) The offers with respect to the Notes (including the EUR Notes and the
Notes subject to the US Tender Offers) are subject to an "Offer Cap" equal to
an aggregate purchase price (excluding Accrued Interest) of up to
$2,000,000,000, subject to the terms and conditions described in the Offer to
Purchase. Notwithstanding anything to the contrary contained herein, if the
aggregate purchase price for the EUR Notes and the Notes subject to the US
Tender Offers validly tendered and not validly withdrawn by Holders prior to
the Early Tender Time exceeds the Offer Cap, subject to the Financing
Condition the Offerors intend (but are not obligated) to increase the Offer
Cap by some or all of the amount of such excess, provided it will not be
increased by more than $500,000,000 to a maximum amount of $2,500,000,000.
((2)) We will accept Notes 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 "5"
being the lowest Acceptance Priority Level), subject to the terms and
conditions described in the Offer to Purchase. Investors should be aware that
the principal amount outstanding of the Notes subject to the US Tender Offers
with Acceptance Priority Level 1 is greater than the Offer Cap and therefore,
if such Notes are validly tendered prior to the Early Tender Time and accepted
for purchase in a principal amount that would result in an aggregate purchase
price greater than the Offer Cap, unless the Offer Cap is increased (in the
sole discretion of the Offerors), no EUR Notes would be accepted for purchase.
((3)) The applicable Interpolated Mid-Swap Rate will be used to calculate the
applicable Total Consideration (as defined below) 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.
((4)) The applicable Fixed Spread will be used to calculate the applicable
Total Consideration payable for each series of EUR Notes, which already
includes the Early Tender Payment.
((5)) The Total Consideration payable for each series of EUR Notes will be at
a price per €1,000 principal amount of such series of Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Time and accepted
for purchase, which is calculated using the applicable Fixed Spread, and when
calculated in such a manner already includes the applicable Early Tender
Payment.
((6)) The EUR Notes are fully and unconditionally guaranteed by Anheuser-Busch
Companies LLC, Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev
Finance Inc., Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV (the
"Guarantors").
THE EUR TENDER OFFERS COMMENCE ON 19 MARCH 2024 AND WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON 17 APRIL 2024, UNLESS EXTENDED OR EARLIER TERMINATED
(SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION TIME").
HOLDERS WHO TENDER THEIR NOTES MAY WITHDRAW SUCH NOTES AT ANY TIME PRIOR TO
THE WITHDRAWAL DEADLINE (AS SPECIFIED HEREIN). TO RECEIVE THE TOTAL
CONSIDERATION (AS DEFINED BELOW), WHICH INCLUDES AN EARLY TENDER PAYMENT OF
€30 PER €1,000 PRINCIPAL AMOUNT OF SUCH EUR NOTES ACCEPTED FOR PURCHASE,
PURSUANT TO THE TENDER OFFERS (THE "EARLY TENDER PAYMENT"), HOLDERS MUST
VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON 2 APRIL 2024, UNLESS EXTENDED (SUCH TIME, AS THE SAME MAY
BE EXTENDED, THE "EARLY TENDER TIME" AND THE "WITHDRAWAL DEADLINE"). HOLDERS
WHO VALIDLY TENDER THEIR NOTES AFTER THE EARLY TENDER TIME BUT AT OR PRIOR TO
THE EXPIRATION TIME WILL BE ELIGIBLE TO RECEIVE ONLY THE TENDER OFFER
CONSIDERATION (AS DEFINED BELOW), WHICH IS AN AMOUNT EQUAL TO THE TOTAL
CONSIDERATION MINUS THE EARLY TENDER PAYMENT. AFTER THE WITHDRAWAL DEADLINE
TENDERS WILL BE IRREVOCABLE, EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES WHERE
ADDITIONAL WITHDRAWAL RIGHTS ARE REQUIRED BY LAW.
Custodians, direct participants in Euroclear Bank SA/NV and/or Clearstream
Banking S.A. (together, the "Clearing Systems") and the Clearing Systems will
have deadlines for receiving instructions prior to the Expiration Time and
holders should contact the intermediary through which they hold their EUR
Notes as soon as possible to ensure proper and timely delivery of
instructions.
In order to be eligible to participate in the EUR Tender Offers in the manner
specified in the Offer to Purchase, Holders that hold EUR Notes directly in
the NBB-SSS or through a direct participant of the NBB-SSS (other than a
Clearing System) must arrange for the EUR Notes which they wish to tender to
be transferred to an account in either Euroclear Bank SA/NV and/or Clearstream
Banking S.A.
Purpose of the EUR Tender Offers
The purpose of the EUR Tender Offers is to improve the maturity profile of the
EUR Offeror's outstanding debt by refinancing a portion of its near-term
maturities.
Concurrently with the EUR Tender Offers, Anheuser-Busch InBev Worldwide Inc.
and Anheuser-Busch Companies, LLC announced on 19 March 2024 separate
invitations to holders of certain series of their outstanding U.S. dollar
denominated securities to tender such securities for cash (together such
separate invitations, the "US Tender Offers"). The US Tender Offers are also
the subject of the Offer to Purchase but are being made by Anheuser-Busch
InBev Worldwide Inc. and Anheuser-Busch Companies, LLC, as applicable, and not
the EUR Offeror. For details on the US Tender Offers please refer to the Offer
to Purchase.
EUR Notes purchased by the EUR Offeror pursuant to the EUR Tender Offers will
be cancelled and will not be re-issued or re-sold. EUR Notes which have not
been validly submitted and accepted for purchase pursuant to the EUR Tender
Offers will remain outstanding.
Tender Consideration
Upon the terms and subject to the conditions set forth in the Offer to
Purchase, Holders who validly tender and who do not validly withdraw EUR Notes
at or prior to the Early Tender Time, subject in each case to the tender being
in the applicable Authorized Denominations, and whose EUR Notes are accepted
for purchase by the EUR Offeror, will receive the Total Consideration equal
to:
• the value per €1,000 principal amount of EUR Notes of the
relevant series of all the remaining payments of principal thereof and
interest thereon required to be made through the maturity date of such EUR
Notes (assuming all such payments are made in full when due), discounted to
the Settlement Date for such EUR Notes (in a manner consistent with the
methodology underlying the respective formula for the Total Consideration set
forth in Annex A-2 of the Offer to Purchase), at a discount rate equal to the
sum (the "Offer Yield") of:
o for each series of EUR Notes, the applicable Interpolated Mid-Swap
Rate, as of the Price Determination Time, plus
o the applicable Fixed Spread for the relevant series of EUR Notes set
forth on the front cover of the Offer to Purchase;
• minus Accrued Interest on the relevant series of EUR Notes per
€1,000 principal amount of Notes to, but not including, the Settlement Date.
The Total Consideration, when calculated as set out above, already includes
the Early Tender Payment of €30 per €1,000 principal amount of EUR Notes.
Holders that validly tender and who do not validly withdraw EUR Notes
following the Early Tender Time but at or prior to the Expiration Time, and
whose EUR Notes are accepted for purchase, will receive only the Tender Offer
Consideration, which is an amount equal to the Total Consideration minus the
Early Tender Payment.
The Dealer Managers will calculate the Offer Yield, Total Consideration,
Tender Offer Consideration and Accrued Interest on behalf of the EUR Offeror
for each series of EUR Notes as set forth in the formula in Annex A-2 to the
Offer to Purchase, and their calculation will be final and binding, absent
manifest error.
The EUR Offeror will publicly announce by press release the Total
Consideration for each series of EUR Notes subject to the EUR Tender Offers
promptly after it is determined (provided that, if the Offer Cap is reached at
the Early Tender Time, and the Offerors have not exercised their right to
increase the Offer Cap to an amount in excess of the aggregate purchase price
for those Notes tendered as of the Early Tender Time, then the applicable
Offer Yield and Total Consideration shall be only determined with respect to
those series of EUR Notes accepted for purchase as at the Early Tender Time)
and will also announce at the same time the applicable exchange rate used to
convert the aggregate purchase price for the EUR Notes validly tendered into
U.S. Dollars for the purpose of determining whether the Offer Cap has been
reached.
Because each of the Total Consideration and Tender Offer Consideration for the
EUR Notes is based on a fixed spread pricing formula linked to the relevant
Interpolated Mid-Swap Rate, the actual amount of cash that may be received by
Holders whose EUR Notes are purchased pursuant to the EUR Tender Offers will
be affected by changes in such Interpolated Mid-Swap Rate during the term of
the EUR Tender Offers before the Price Determination Time. After the Price
Determination Time, when the applicable Total Consideration and the applicable
Tender Offer Consideration will no longer be linked to the relevant
Interpolated Mid-Swap Rate, the actual amount of cash that may be received by
a tendering Holder (if any EUR Notes are accepted) pursuant to the EUR Tender
Offers will be known and Holders will be able to ascertain the Total
Consideration and Tender Offer Consideration in the manner described above.
Accrued Interest
In addition to the Total Consideration or Tender Offer Consideration paid to
Holders of EUR Notes, Holders will be paid the Accrued Interest per €1,000
principal amount of EUR Notes tendered, and not validly withdrawn, and
accepted pursuant to the EUR Tender Offers, rounded to the nearest cent (with
half a cent rounded upwards).
Offer Cap
The Offerors will only accept for purchase Notes up to a combined aggregate
purchase price (excluding Accrued Interest) across the EUR Notes and the Notes
subject to the US Tender Offers of $2,000,000,000 (such amount as the same may
be increased or decreased, the "Offer Cap").
Note that the Offer Cap applies across a combination of the EUR Notes and the
Notes subject to the US Tender Offers and therefore Holders should refer to
the Offer to Purchase for full information. Subject to applicable law, the
Offerors expressly reserve the right in their sole discretion to increase or
decrease the Offer Cap after setting the Total Consideration at the Price
Determination Time without extending the Withdrawal Deadline or otherwise
reinstating withdrawal rights, however there can be no assurance that the
Offerors will do so.
Notwithstanding anything to the contrary contained herein, if the aggregate
purchase price for the EUR Notes and the Notes subject to the US Tender Offers
validly tendered and not validly withdrawn by Holders prior to the Early
Tender Time exceeds the Offer Cap, subject to the Financing Condition the
Offerors intend (but are not obligated) to increase the Offer Cap by some or
all of the amount of such excess, provided it will not be increased by more
than $500,000,000 to a maximum amount of $2,500,000,000.
To determine whether the Offer Cap has been reached, the Offerors will first
convert the aggregate purchase price for the EUR Notes validly tendered into
U.S. Dollars using the applicable exchange rate on the Bloomberg screen page
"BFIX EURUSD" at the time corresponding to the Price Determination Time (or,
if such screen is unavailable, a generally recognised source for currency
quotations selected by the Dealer Managers with quotes as of a time as close
as reasonably possible).
Priority of Acceptance and Proration
The principal amount of each series of Notes that is purchased in the Tender
Offers will be determined in accordance with the Acceptance Priority Levels,
with Acceptance Priority Level 1 being the highest and Acceptance Priority
Level 5 being the lowest, provided that, Notes tendered at or prior to the
Early Tender Time will be purchased before any Notes tendered after the Early
Tender Time, regardless of the Acceptance Priority Level. Note that the
Acceptance Priority Levels apply to the EUR Notes and the Notes subject to the
US Tender Offers and therefore Holders should refer to the Offer to Purchase
for full information and, in particular, that the principal amount outstanding
of the Notes subject to the US Tender Offers with Acceptance Priority Level 1
is greater than the Offer Cap and therefore, if such Notes are validly
tendered prior to the Early Tender Time and accepted for purchase in a
principal amount that would result in an aggregate purchase price greater than
the Offer Cap, unless the Offer Cap is increased (in the sole discretion of
the Offerors), no EUR Notes would be accepted for purchase. Except as provided
above with respect to Notes tendered at or prior to the Early Tender Time, all
Notes validly tendered in the Tender Offers having a higher Acceptance
Priority Level will be accepted before any validly tendered Notes having a
lower Acceptance Priority Level are accepted. If the aggregate purchase price
of the principal amount of Notes tendered in each of the Tender Offers would,
if such Notes were accepted for purchase in full, result in the Offer Cap
being exceeded, the amount of Notes purchased may be subject to proration (as
described in the Offer to Purchase).
If the Offer Cap is reached at the Early Tender Time, then no Notes tendered
after the Early Tender Time will be purchased pursuant to the Tender Offers
unless the Offerors increase the Offer Cap, regardless of the Acceptance
Priority Level of such Notes tendered after the Early Tender Time.
If the Tender Offers are not oversubscribed at the Early Tender Time but the
purchase of all Notes validly tendered after the Early Tender Time and at or
prior to the Expiration Time, when added to the Notes that were accepted for
purchase by the Offerors at the Early Tender Time, would cause the Offerors to
purchase Notes of a combined aggregate purchase price in excess of the Offer
Cap, then the Tender Offers will be oversubscribed at the Expiration Time and
the Offerors will accept for purchase (assuming satisfaction or waiver of the
conditions to the Offers, including the Financing Condition) the principal
amount of each series of Notes in accordance with the Acceptance Priority
Levels (provided that Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Time will be purchased prior to any Notes tendered
after the Early Tender Time, regardless of the Acceptance Priority Level of
such Notes), with Acceptance Priority Level 1 being the highest and Acceptance
Priority Level 5 the lowest, and the amount of Notes purchased will be subject
to proration (as described in the Offer to Purchase) such that the Offerors
will not purchase Notes which when combined have an aggregate purchase price
in excess of the Offer Cap.
If the purchase of all Notes validly tendered and not validly withdrawn by
Holders would, if such Notes were accepted for purchase in full, result in an
aggregate purchase price greater than the Offer Cap, then the Tender Offers
will be oversubscribed and if the Offerors accept 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, with the aggregate principal amount of each Holder's validly
tendered Notes accepted for purchase determined by multiplying each Holder's
tender of Notes of such Acceptance Priority Level by the proration factor, and
rounding the product down to the nearest €1,000 principal amount, as
applicable.
In the event of any such proration:
(a) the EUR Offeror intends to apply the applicable proration
factor to each valid tender of EUR Notes in such a manner as will result in
both (i) the relevant Holder transferring EUR Notes to the EUR Offeror in an
aggregate principal amount of at least €100,000 (in the case of the 2.700%
Notes due 2026 and the 2.125% Notes due 2027) or €1,000 (in the case of the
2.000% Notes due 2028) (each, the "Minimum Denomination") of the relevant EUR
Notes (unless the relevant EUR Tender Instruction is rejected in its entirety,
as described in paragraph (b) below) and (ii) the relevant Holder's residual
amount of EUR Notes (being the principal amount of the EUR Notes the subject
of the relevant EUR Tender Instruction that are not accepted for purchase by
virtue of such scaling) amounting to either (A) at least the relevant Minimum
Denomination or (B) zero, and (subject as provided in paragraph (b) below) the
EUR Offeror therefore intends to adjust the relevant proration factor
applicable to any EUR Tender Instruction accordingly; and
(b) if following the application of the applicable proration factor
(prior to any adjustment as referred to in paragraph (a) above), the principal
amount of EUR Notes otherwise due to be accepted for purchase from a Holder
pursuant to a EUR Tender Instruction would be less than the relevant Minimum
Denomination, the EUR Offeror may in its sole discretion choose to (i) accept
at least the relevant Minimum Denomination or (ii) reject the relevant EUR
Tender Instruction in its entirety.
Financing Condition
As a condition to the Tender Offers, the Offerors must satisfy the "Financing Condition", by which is meant the completion of one or more offerings of new debt securities that close no later than the Expiration Time, on terms satisfactory to the Offerors (in their discretion), including but not limited to, the amount of net proceeds raised by such offerings being sufficient, in the aggregate, to effect the repurchase of the Notes validly tendered and accepted for purchase pursuant to the Tender Offers. The Offerors reserve the right, in their discretion, to use some only (and not all of) the net proceeds of the issue of any such new debt securities to purchase Notes pursuant to the Tender Offers and to apply the remainder of such proceeds towards other corporate purposes.
Expiration Time; Extension; Amendment; Termination
The EUR Tender Offers will expire at 5:00 p.m., New York City time, on 17
April 2024, unless extended or earlier terminated by the EUR Offeror in its
sole discretion. In the event a Tender Offer is extended, the term
"Expiration Time" with respect to such extended Tender Offer shall mean the
time and date on which such Tender Offer as so extended, shall expire. The EUR
Offeror reserves the right to extend any Tender Offer from time to time or for
such period or periods as they may determine in its sole discretion. If the
EUR Offeror exercises any such right, it will give written notice thereof to
the Tender and Information Agent and will make a public announcement thereof
as promptly as practicable. Such announcement, in the case of an extension of
the Expiration Time or Early Tender Time, will be issued no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Time or Early Tender Time, respectively. During any
extension of the EUR Tender Offers, all EUR Notes previously tendered (and not
validly withdrawn) and not accepted for purchase will remain subject to the
EUR Tender Offers and, subject to the terms and conditions of the EUR Tender
Offers, may be accepted for purchase by the EUR Offeror.
Subject to applicable law, the EUR Offeror reserves the right, in its sole
discretion, at any time prior to the Expiration Time, to waive any condition
of the EUR Tender Offers, to amend any of the terms of the EUR Tender Offer,
and to modify the Total Consideration or Tender Offer Consideration.
Subject to applicable law, the EUR Offeror reserves the right, in their sole
discretion to terminate the EUR Tender Offers. Any such termination will be
followed promptly by public announcement thereof. In the event the EUR
Offeror terminates a Tender Offer, it shall give immediate notice thereof to
the Tender and Information Agent. In the event that the EUR Tender Offers are
terminated, withdrawn or otherwise not consummated prior to the Early Tender
Time or Expiration Time, respectively, the Total Consideration or the Tender
Offer Consideration (as applicable) will not become payable pursuant thereto.
If a EUR Tender Offer is terminated, all EUR Tender Instructions in respect of
EUR Notes of the relevant series will be deemed to be withdrawn automatically.
All references in this announcement to the Expiration Time of the EUR Tender
Offers are to such Expiration Time, as such date may be extended or
terminated.
Withdrawal of Tenders
You may withdraw your tender of EUR Notes at any time at or prior to the
Withdrawal Deadline, but tenders will thereafter be irrevocable, except in
certain limited circumstances where the EUR Offeror determines that additional
withdrawal rights are required by law.
Tenders may not be validly withdrawn after the Withdrawal Deadline, other than
as set forth in the Offer to Purchase or unless the EUR Offeror amends the
applicable Tender Offer, in which case withdrawal rights may be extended as
the EUR Offeror determines, to the extent required by law, appropriate to
allow tendering Holders a reasonable opportunity to respond to such amendment.
Summary of Action to be Taken
To tender EUR Notes in a EUR Tender Offer, a holder of EUR Notes should
deliver, or arrange to have delivered on its behalf, via the relevant Clearing
System and in accordance with the requirements of such Clearing System, a
valid EUR Tender Instruction that is received in each case by the Tender and
Information Agent by the Expiration Time.
EUR Tender Instructions must be submitted in respect of a principal amount of
EUR Notes of no less than the relevant Minimum Denomination and may be
submitted in integral multiples of €1,000 thereafter. Holders who tender
less than all of their Notes must continue to hold their Notes in Authorized
Denominations.
Holders holding EUR Notes directly in the NBB-SSS or through a direct
participant of the NBB-SSS (other than a Clearing System) must, in order to be
eligible to participate in the EUR Tender Offers in the manner specified in
the Offer to Purchase, (i) arrange for the EUR Notes which they wish to tender
to be transferred to an account in either of the Clearing Systems, and (ii)
maintain, or where relevant, procure, access to an account in either of the
Clearing Systems through which such EUR Notes can be traded, and to which the
Total Consideration or Tender Offer Consideration (as applicable) and the
applicable Accrued Interest may be credited by the EUR Offeror.
Holders who do not have access to an account, as described above, in either of
the Clearing Systems (either directly or through a direct participant or other
intermediary), or who do not transfer the EUR Notes which they wish to tender
to a direct participant in either Clearing System, will not be able to submit
a EUR Tender Instruction to the Tender and Information Agent and will not be
eligible to participate in the EUR Tender Offers in the manner specified in
the Offer to Purchase.
Any Holder who (i) holds its EUR Notes directly, or through a direct
participant of the NBB-SSS, in an "N account" within the NBB-SSS, (ii) is not
eligible, in accordance with Article 4 of the Belgian Royal Decree of 26 May
1994, to hold its EUR Notes (directly or indirectly) in an "X account" within
the NBB-SSS, and who is therefore unable to transfer the relevant EUR Notes
with to account in either of the Clearing Systems and (iii) who is eligible to
view the Offer to Purchase and make an investment decision with respect to the
EUR Tender Offers, may contact the Tender and Information Agent for further
information, using the contact details set out below.
Holders are advised to check with any bank, securities broker or other
intermediary through which they hold EUR Notes when such intermediary would
require to receive instructions from a Holder in order for that Holder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, the EUR Tender
Offers before the deadlines specified in the Offer to Purchase. The deadlines
set by any such intermediary and each Clearing System for the submission of
EUR Tender Instructions will be earlier than the relevant deadlines specified
in the Offer to Purchase.
Significant Dates and Times
Please take note of the following significant dates and times in connection
with the EUR Tender Offers.
Date Time and Calendar Date Event
Launch Date 19 March 2024 Commencement of the EUR Tender Offers upon the terms and subject to the
conditions set forth in the Offer to Purchase.
Offer to Purchase available (subject to the restrictions set out in "Offer and
Distribution Restrictions") from the Tender and Information Agent.
Early Tender Time 5:00 p.m., New York City time, on 2 April 2024, unless extended. The deadline for Holders to tender Notes to be eligible for the Total
Consideration, which includes the Early Tender Payment (in addition to the
Accrued Interest).
The EUR Offeror will issue a press release announcing the results of the EUR
Tender Offers as of the Early Tender Time as soon as reasonably practicable
after the Early Tender Time.
Withdrawal Deadline 5:00 p.m., New York City time, on 2 April 2024, unless extended. The deadline for Holders to validly withdraw tenders of their Notes. If a
tender of Notes is validly withdrawn, the Holder will not receive any
consideration on the Settlement Date (unless that Holder validly re-tenders
such Notes at or prior to the Expiration Time and the Notes are accepted by
the EUR Offeror).
Price Determination Time The EUR Offeror expects that this time will be at or about 2:00 p.m., London The Dealer Managers will determine the applicable Reference Yield (as defined
time, on 3 April 2024, unless extended. herein) for each series of Notes eligible for tendering and calculate the
applicable Total Consideration and applicable Tender Offer Consideration
(provided that, if the Offer Cap is reached at the Early Tender Time, and the
Offerors have not exercised their right to increase the Offer Cap to an amount
in excess of the aggregate purchase price for those Notes tendered as of the
Early Tender Time, then the applicable Reference Yield and Total Consideration
shall be only determined with respect to those series of Notes accepted for
purchase as at the Early Tender Time).
The EUR Offeror will issue a press release announcing the applicable Reference
Yield, the Total Consideration and the Tender Offer Consideration for each
series of Notes eligible for the EUR Tender Offers as soon as reasonably
practicable after the determination thereof (provided that, if the Offer Cap
is reached at the Early Tender Time, and the Offerors have not exercised their
right to increase the Offer Cap to an amount in excess of the aggregate
purchase price for those Notes tendered as of the Early Tender Time, then the
applicable Reference Yield and Total Consideration shall be only determined
with respect to those series of Notes accepted for purchase as at the Early
Tender Time).
Expiration Time The Tender Offers will expire at 5:00 p.m., New York City time, on 17 April The last time and date for Notes to be tendered pursuant to the EUR Tender
2024, unless extended or earlier terminated. Offers. Unless the Offer Cap is reached at the Early Tender Time (and not
increased by the Offerors to an amount in excess of the aggregate purchase
price for those Notes tendered as of the Early Tender Time), the EUR Offeror
expects to publish a press release promptly following the Expiration Time
announcing the amount of EUR Notes, if any, to be accepted for purchase on the
Settlement Date.
Settlement Date The EUR Offeror expects the Settlement Date will occur on 22 April 2024, The date the EUR Offeror will deposit with Euroclear and Clearstream,
unless the EUR Tender Offers are extended or earlier terminated. Luxembourg, as applicable, the amount of cash necessary to pay, and Euroclear
and Clearstream, Luxembourg, as applicable, will pay, to each Holder whose EUR
Notes are accepted for purchase (i) the applicable Tender Offer Consideration
for Notes tendered after the Early Tender Time and (ii) the applicable Total
Consideration for EUR Notes tendered and not validly withdrawn at or prior to
the Early Tender Time, plus, in each case, Accrued Interest in respect of such
EUR Notes.
Unless stated otherwise, announcements in connection with the Tender Offers in
respect of the EUR Notes will be made via the Regulatory News Service of the
London Stock Exchange plc ("RNS") and may also be made through Euroclear Bank
SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg")
(including through the securities settlement system operated by the National
Bank of Belgium (the "NBB-SSS") for delivery to participants in the NBB-SSS).
Announcements may also be made by the issue of a press release on a widely
disseminated news service. Copies of all such announcements, press releases
and notices can also be obtained from the Tender and Information Agent, the
contact details for whom are set out below. Significant delays may be
experienced where notices are delivered to Euroclear, Clearstream, Luxembourg
and the NBB-SSS and Holders are urged to contact the Tender and Information
Agent for the relevant announcements relating to the Tender Offers.
The above times and dates are subject to our right to extend, amend and/or
terminate any or all of the EUR Tender Offers (subject to applicable law and
as provided in the Offer to Purchase). Holders of EUR Notes are advised to
check with any bank, securities broker or other intermediary through which
they hold EUR Notes as to when such intermediary would need to receive
instructions from a beneficial owner in order for that beneficial owner to be
able to participate in, or withdraw their instruction to participate in, one
or more EUR Tender Offers, before the deadlines specified in the Offer to
Purchase. The deadlines set by any such intermediary or Clearing Systems for
the submission of EUR Tender Instructions will be earlier than the relevant
deadlines specified above.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR").
FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING REGULATION
(EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY PATRICK RYAN, GLOBAL DIRECTOR
(TREASURY) OF THE EUR OFFEROR.
Further Information
A complete description of the terms and conditions of the EUR Tender Offers is
set out in the Offer to Purchase. Before making a decision with respect to the
EUR Tender Offers, Holders should carefully consider all of the information in
the Offer to Purchase.
BofA Securities, Inc., Deutsche Bank Aktiengesellschaft, J.P. Morgan SE,
Mizuho Securities Europe GmbH and SMBC Bank EU AG are the lead dealer managers
(the "Lead Dealer Managers" and, together with the dealer managers appointed
in respect of the US Tender Offers and any additional dealer managers
appointed by the Offerors, the "Dealer Managers") for the EUR Tender Offers,
and Global Bondholder Services Corporation is the tender agent (the "Tender
and Information Agent") for the EUR Tender Offers.
Questions and requests for assistance in connection with the EUR Tender Offers
may be directed by Relevant Holders (as defined below) to BofA Securities,
Inc., Deutsche Bank Aktiengesellschaft, J.P. Morgan SE, Mizuho Securities
Europe GmbH and SMBC Bank EU AG. Requests for additional copies of the Offer
to Purchase, or questions or requests for assistance from Holders that are not
Relevant Holders, should be directed to the Tender and Information Agent.
Beneficial owners may also contact their Custodian for assistance concerning
the Tender Offers.
LEAD DEALER MANAGERS
(in respect of the EUR Tender Offers as made to Relevant Holders (as defined
below) only)
BofA Securities, Inc. Deutsche Bank Aktiengesellschaft
Mainzer Landstr. 11-17
620 S Tryon Street, 20th Floor
60329 Frankfurt am Main
Charlotte
Germany
North Carolina 28255
Attn: Liability Management Group
United States of America
Telephone: +44 20 7545 8011
Attention: Liability Management Group
Collect: (980) 387-3907
Toll-Free: (888) 292-0070
Email: debt_advisory@bofa.com
In Europe:
Telephone: +33 1 877 01057
Email: DG.LM-EMEA@bofa.com
J.P. Morgan SE Mizuho Securities Europe GmbH
Taunustor 1 Taunustor 1
(TaunusTurm) 60310 Frankfurt am Main
60310 Frankfurt am Main Germany
Germany
Attention: Liability Management
Attn: Liability Management Telephone: +34 91 790 7559
Collect: +44 20 7134 2468 Toll Free: +1 (866) 271-7403
Email: Liability_Management_EMEA@jpmorgan.com Email: liabilitymanagement@uk.mizuho-sc.com
SMBC Bank EU AG
Neue Mainzer Str. 52-58
60311 Frankfurt am Main
Germany
Attn: Liability Management
Telephone: +49 69 2222 9 8481
Email: liability.management@smbcnikko-cm.com
THE TENDER AND INFORMATION AGENT
Global Bondholder Services Corporation
By Facsimile (Eligible Institutions Only):
+1 (212) 430-3775 or +1 (212) 430-3779
By Mail or Hand:
65 Broadway-Suite 404
New York, New York 10006
Attention: Corporate Actions
Banks and Brokers Call Collect: +1 (212) 430-3774
All Others, Please Call Toll-Free: +1 (855) 654-2014
By E-mail:
contact@gbsc-usa.com
Tender Offer Website:
https://gbsc-usa.com/registration/abi
None of the Dealer Managers, the Tender and Information Agent, the EUR
Offeror, the Guarantors, nor any director, officer, employee, agent or
affiliate of any such person, is acting for any Holder, or will be responsible
to any Holder for providing any protections which would be afforded to its
clients or for providing advice in relation to the Tender Offers, and
accordingly none of the Dealer Managers, the Tender and Information Agent, the
EUR Offeror, the Guarantors, nor any director, officer, employee, agent or
affiliate of, any such person makes any recommendation whether Holders should
tender EUR Notes in the Tender Offers. If any Holder is in any doubt as to the
action it should take or is unsure of the impact of the EUR Tender Offers, it
is recommended that the Holder seek its own financial and legal advice,
including as to any tax consequences, from its securities broker, bank
manager, solicitor, accountant or other independent financial, tax or legal
adviser.
None of the Dealer Managers (nor any of their respective directors, officers,
employees, agents or affiliates) has any role in relation to any part of the
EUR Tender Offers made to Holders that are not Relevant Holders, where
"Relevant Holders" means a Holder of EUR Notes that is:
(a) if resident or located in a member state of the European Union
(the "EU"), an "eligible counterparty" or a "professional client", each as
defined in Directive No. 2014/65/EU on markets in financial instruments (as
amended from time to time);
(b) if resident or located in the UK, an "eligible
counterparty", as defined in the FCA Handbook Conduct of Business Sourcebook,
or a "professional client" as defined in point (8) of Article 2(1) of
Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018; or
(c) if resident or located in a jurisdiction outside of the EU
and the UK, an institutional holder under applicable local law and not a
retail holder.
Offer and Distribution Restrictions
The EUR Offeror has not filed this announcement or the Offer to Purchase with,
and neither this announcement nor the Offer to Purchase has been reviewed by,
any federal or state securities commission or regulatory authority of any
country. No authority has passed upon the accuracy or adequacy of this
announcement or the Offer to Purchase, and it is unlawful and may be a
criminal offense to make any representation to the contrary. No person has
been authorized to give any information or to make any representations other
than those contained or incorporated by reference in the Offer to Purchase.
Holders must comply with all laws that apply to them in connection with the
Offer to Purchase. Holders must also obtain any consents or approvals that
they need in order to tender EUR Notes pursuant to the EUR Tender Offers. None
of the EUR Offeror, the Guarantors, the Dealer Managers or the Tender and
Information Agent is responsible for Holders' compliance with these legal
requirements.
Neither this announcement nor the Offer to Purchase constitutes an offer to
purchase or a solicitation of an offer to sell EUR Notes in any jurisdiction
in which, or to or from any person to or from whom, it is unlawful to make
such offer or solicitation under applicable securities or blue sky laws. In
those jurisdictions where the securities, blue sky or other laws require the
EUR Tender Offers to be made by a licensed broker or dealer and any of the
Dealer Managers or any of the Dealer Managers' respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the EUR Tender Offers
shall be deemed to be made by such Dealer Manager or affiliate, as the case
may be, on behalf of the EUR Offeror in such jurisdiction (but only to any
Holder that is a Relevant Holder). Neither the delivery of the Offer to
Purchase nor any purchase of EUR Notes will, under any circumstances, create
any implication that the information contained in the Offer to Purchase is
current as of any time subsequent to the date of such information.
United Kingdom. The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the EUR Tender Offers is not
being made by 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 (the "FSMA"). Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such documents
and/or materials is exempt from the restriction on financial promotions under
section 21(1) of the FSMA on the basis that it is only directed at and may
only be communicated to: (1) persons who are outside of the United Kingdom;
(2) investment professionals falling within the definition contained in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (3) those persons who are existing
members or creditors of the EUR Offeror or other persons falling within
Article 43(2) of the Order; or (4) any other persons to whom such documents
and/or materials may lawfully be communicated in accordance with the Order
(all such persons together being referred to as "relevant persons"). This
announcement, the Offer to Purchase and any other documents or materials
relating to the EUR Tender Offers are only available to relevant persons. Any
person who is not a relevant person should not act or rely on this document or
any of its contents.
France. The Tender Offers are not being made, directly or indirectly, in the
Republic of France (other than to qualified investors as described below).
This announcement, the Offer to Purchase and any other document or material
relating to the EUR Tender Offers have only been, and shall only be,
distributed in the Republic of France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
Neither this announcement, the Offer to Purchase nor any other documents or
materials relating to the EUR Tender Offers have been or will be submitted for
clearance to the Autorité des marchés financiers.
Italy. None of the EUR Tender Offers, this announcement, the Offer to Purchase
or any other documents or materials relating to the EUR Tender Offers have
been or will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to applicable Italian
laws and regulations. The Tender Offers are being carried out in the Republic
of Italy ("Italy") as exempted offers 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 the EUR
Notes that are resident or located in Italy can tender their EUR Notes for
purchase through authorized persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15
February 2018, 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 or any other Italian authority.
Each intermediary must comply with applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with the EUR Notes or
the Offer to Purchase.
Belgium. Neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the EUR Tender Offers have been, or will
be, submitted or notified to, or approved or recognized by, the Belgian
Financial Services and Markets Authority ("Autorité des services et marchés
financiers"/"Autoriteit voor Financiële Diensten en Markten"). The Tender
Offers are not being made in Belgium by way of a public offering within the
meaning of Articles 3, §1, 1° and 6, §1 of the Belgian Law of 1 April 2007
on public takeover bids ("loi relative aux offres publiques d'acquisition"/
"wet op de openbare overnamebiedingen"), as amended or replaced from time to
time. Accordingly, the EUR Tender Offers may not be, and are not being,
advertised and the EUR Tender Offers will not be extended and this
announcement, the Offer to Purchase and any other documents or materials
relating to the EUR Tender Offers (including any memorandum, information
circular, brochure or any similar documents) may not, have not, and will not,
be distributed or made available, directly or indirectly, to any person in
Belgium other than to "qualified investors"
("investisseur qualifié"/"gekwalificeerde belegger") within the meaning of
Article 2(e) of the Prospectus Regulation acting on their own account.
Insofar as Belgium is concerned, the EUR Tender Offers are made only to
qualified investors, as this term is defined above. Accordingly, the
information contained in this announcement, the Offer to Purchase or in any
other documents or materials relating to the EUR Tender Offers may not be used
for any other purpose or disclosed or distributed to any other person in
Belgium.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
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