REG - Anheuser-Busch InBev - Pricing of Tender Offer

Anheuser-Busch Inbev SAAnnouncement

03/04/2024 17:30

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RNS Number : 2243J  Anheuser-Busch InBev SA/NV  03 April 2024

3 April 2024

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

On 19 March 2024, Anheuser-Busch InBev SA/NV (the "EUR Offeror") 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 and the
Acceptance Priority Levels (each such invitation a "EUR Tender Offer" and,
together, the "EUR Tender Offers" and, together with the US Tender Offers (as
defined in the Offer to Purchase (as defined below)), the "Tender Offers").
The EUR Tender Offers were 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. Capitalised terms used and not
otherwise defined in this announcement have the meanings given in the Offer to
Purchase.

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

 Title of Notes((2))    Principal Amount Outstanding  ISIN          Maturity Date     Acceptance Priority Level  Principal Amount to be Purchased  Interpolated Mid-Swap Rate       Fixed Spread (Basis Points)  Reference Yield  Total Consideration((1))  Pro-Ration Factor
 2.700% Notes due 2026  €1,000,000,000                BE6265142099  31 March 2026     2                          EUR 384,840,000                   2026 Interpolated Mid-Swap Rate  - 7                          3.186 per cent.  EUR 992.26                N/A
 2.125% Notes due 2027  €1,000,000,000                BE6320934266  2 December 2027   3                          EUR 212,102,000                   2027 Interpolated Mid-Swap Rate  + 5                          2.855 per cent.  EUR 973.54                N/A
 2.000% Notes due 2028  €3,000,000,000                BE6285455497  17 March   2028   5                          EUR 88,534,000                    2028 Interpolated Mid-Swap Rate  + 15                         2.818 per cent.  EUR 964.80                0.28359

Notes:

((1)) Per EUR1,000 in principal amount of such series of 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 EUR Notes were determined at 9:00 a.m., New York City time
(2:00 p.m., London time), on 3 April 2024, as described in the Offer to
Purchase.  The Total Consideration already includes the Early Tender Payment
of EUR 30 per EUR 1,000 principal amount of EUR Notes and assumes a settlement
date of 22 April 2024.

((2)) 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 19 March 2024 and earlier today, the Offerors will spend up to
$2,500,000,000 in combined aggregate purchase price (excluding Accrued
Interest) in the Tender Offers. Because the Offer Cap has been reached, the
Offerors do not expect to accept for purchase any Notes tendered after 5:00
p.m., New York City time, on 2 April 2024 (the "Early Tender Time").

The settlement date for all EUR Notes validly tendered prior to or at the
Early Tender Time and accepted for purchase is expected to be on 22 April 2024
(the "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 Settlement Date.

As previously announced, according to information provided by Global
Bondholder Services Corporation, the Tender and Information Agent for the EUR
Tender Offers, based on valid EUR Tender Instructions received and not
withdrawn as at the Early Tender Time, EUR 909,747,000 in aggregate principal
amount of EUR Notes had been validly tendered pursuant to the EUR Tender
Offers.

The EUR Offeror will accept for purchase all of the 2.700% Notes due 2026 and
the 2.125% Notes due 2027 validly tendered and not validly withdrawn as of the
Early Tender Time and the 2.000% Notes due 2028 validly tendered and not
validly withdrawn as of the Early Tender Time in a principal amount equal to
EUR 88,534,000.

Holders of the EUR Notes who tendered at or prior to the Early Tender Time and
whose EUR Notes were accepted for purchase are eligible to receive the
applicable Total Consideration.

The EUR Tender Offers will expire at 5:00 p.m., New York City time, on 17
April 2024 (such time and date, the "Expiration Time"), or any other date and
time to which the EUR Offeror extends the applicable EUR Tender Offer. Because
the Offer Cap has been reached, the EUR Offeror does not expect to accept for
purchase any EUR Notes tendered after the Early Tender Time.

All EUR Notes repurchased pursuant to the EUR Tender Offers will be cancelled.

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.

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