REG - Anheuser-Busch InBev - Pricing of Tender Offer

Anheuser-Busch Inbev SAAnnouncement

26/11/2024 18:00

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RNS Number : 7549N  Anheuser-Busch InBev SA/NV  26 November 2024

26 November 2024

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

On 12 November 2024, Anheuser-Busch InBev SA/NV (the "EUR/GBP Offeror")
launched separate invitations to holders of its outstanding €750,000,000
2.000% Notes due 2035 (ISIN: BE6301511034) (the "EUR Notes") and £900,000,000
2.850% Notes due 2037 (ISIN: BE6295395956) (of which £248,080,000 is
outstanding) and £700,000,000 2.250% Notes due 2029 (ISIN: BE6295393936) (of
which £336,755,000 is outstanding) (together, the "GBP Notes") to tender such
EUR Notes or GBP Notes for purchase by the EUR/GBP Offeror for cash subject to
the Offer Cap and the relevant Acceptance Priority Levels (each such
invitation a "EUR/GBP Tender Offer" and, together, the "EUR/GBP 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
12 November 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/GBP Offeror today announces the pricing of the Total Consideration in
relation to the EUR/GBP Tender Offers, which is as follows:

 Title of Notes((2))    Principal Amount Outstanding  ISIN          Maturity Date    Acceptance Priority Level  Principal Amount to be Purchased  Reference Security / Interpolated Mid-Swap Rate  Fixed Spread (Basis Points)  Reference Yield  Total Consideration((1))
 2.850% Notes due 2037  £248,080,000                  BE6295395956  25 May 2037      1                          GBP 91,774,000                    UKT 1.750% due 7 September 2037                  +25                          4.482 per cent.  GBP 820.93
 2.250% Notes due 2029  £336,755,000                  BE6295393936  24 May 2029      4                          GBP 104,285,000                   UKT 0.500% due 31 January 2029                   +15                          4.092 per cent.  GBP 918.57
 2.000% Notes due 2035  €750,000,000                  BE6301511034  23 January 2035  5                          EUR 95,237,000                    Interpolated Mid-Swap Rate                       +75                          2.252 per cent.  EUR 913.48

Notes:

((1)) Per EUR1,000 or GBP1,000 in principal amount of such series of EUR Notes
or GBP 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 and GBP Notes were determined at
9:30 a.m., New York City time (2:30 p.m., London time), on 26 November 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 or GBP 30 per GBP 1,000 principal amount of GBP Notes and assumes a
settlement date of 3 December 2024.

((2)) The EUR Notes and GBP 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").

As announced on 12 November 2024 and earlier today, the Offerors will spend up
to $3,500,000,000 in combined aggregate purchase price (excluding Accrued
Interest) in the Tender Offers. Because the Offer Cap has been reached, the
EUR/GBP Offeror does not expect to accept for purchase any Notes tendered
after 5:00 p.m., New York City time, on 25 November 2024 (the "Early Tender
Time").

The EUR/GBP Offeror has elected to exercise its right to have an early
settlement date, and the settlement date for all EUR Notes or GBP Notes
validly tendered prior to or at the Early Tender Time and accepted for
purchase is expected to be on 3 December 2024 (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
EUR/GBP Tender Offers, based on valid EUR/GBP Tender Instructions received and
not withdrawn as at the Early Tender Time, EUR 95,237,000 in aggregate
principal amount of EUR Notes and GBP 196,059,000 aggregate principal amount
of GBP Notes had been validly tendered pursuant to the EUR/GBP Tender Offers.

The EUR/GBP Offeror will accept for purchase all of the EUR Notes and GBP
Notes validly tendered and not validly withdrawn as of the Early Tender 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 applicable
Total Consideration.

The EUR/GBP Tender Offers will expire at 5:00 p.m., New York City time, on 11
December 2024 (such time and date, the "Expiration Time"), or any other date
and time to which the EUR/GBP Offeror extends the applicable EUR/GBP Tender
Offer. Because the Offer Cap has been reached, the EUR/GBP Offeror does not
expect to accept for purchase any EUR Notes or GBP Notes tendered after the
Early Tender Time.

All Notes repurchased pursuant to the EUR/GBP 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/GBP OFFEROR.

Further Information

A complete description of the terms and conditions of the EUR/GBP Tender
Offers is set out in the Offer to Purchase. Before making a decision with
respect to the EUR/GBP Tender Offers, Holders should carefully consider all of
the information in the Offer to Purchase.

BNP Paribas Securities Corp., BofA Securities, Inc., Deutsche Bank
Aktiengesellschaft, J.P. Morgan SE and Santander US Capital Markets LLC 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/GBP Tender Offers, and Global Bondholder Services Corporation is
the tender agent (the "Tender and Information Agent") for the EUR/GBP Tender
Offers.

Questions and requests for assistance in connection with the EUR/GBP Tender
Offers may be directed by Relevant Holders (as defined below) to BNP Paribas
Securities Corp., BofA Securities, Inc., Deutsche Bank Aktiengesellschaft,
J.P. Morgan SE and Santander US Capital Markets LLC. 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/GBP Tender Offers as made to Relevant Holders (as
 defined below) only)
 BNP Paribas Securities Corp.                                BofA Securities, Inc.

 787 Seventh Avenue                                          620 S Tryon Street, 20th Floor

 New York, NY 10019                                          Charlotte

 United States of America                                    North Carolina 28255

                                                             United States of America

 Attention: Liability Management Group

 Collect: +1 (212) 841-3059                                  Attention: Liability Management Group

 Toll-Free: +1 (888) 210-4358                                Collect: +1 (980) 387-3907

 Email: dl.us.liability.management@us.bnpparibas.com         Toll-Free: +1 (888) 292-0070
 (mailto:dl.us.liability.management@us.bnpparibas.com)

                                                           Email: debt_advisory@bofa.com

                                                             In Europe:

                                                             Telephone: +33 1 877 01057

                                                             Email: DG.LM-EMEA@bofa.com (mailto:DG.LM-EMEA@bofa.com)

 Deutsche Bank Aktiengesellschaft                            J.P. Morgan SE

Mainzer Landstr. 11-17

                                                           Taunustor 1
 60329 Frankfurt am Main

                                                           (TaunusTurm)
 Germany

                                                           60310 Frankfurt am Main
 Attention: Liability Management Group

                                                           Germany
 Telephone: +44 20 7545 8011

                                                             Attention: Liability Management

                                                             Collect: +44 20 7134 2468

                                                             Email: Liability_Management_EMEA@jpmorgan.com
                                                             (mailto:Liability_Management_EMEA@jpmorgan.com)

 Santander US Capital Markets LLC

 437 Madison Avenue

 New York, NY 10022

 United States of America

 Attention: Liability Management Group

 Collect: +1 (212) 350-0660

 Toll Free: +1 (855) 404-3636

 Email: AmericasLM@santander.us
                               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/GBP
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/GBP Offeror, the Guarantors, nor any director, officer, employee, agent or
affiliate of, any such person makes any recommendation whether Holders should
tender EUR Notes or GBP 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/GBP 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/GBP Tender Offers made to Holders that are not Relevant Holders, where
"Relevant Holders" means:

(i)            a Holder of EUR Notes; or

(ii)           a Holder of GBP 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 United Kingdom (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/GBP 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 and/or GBP Notes
pursuant to the EUR/GBP Tender Offers. None of the EUR/GBP 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 or GBP 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/GBP 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/GBP Tender Offers shall be deemed to be made by such
Dealer Manager or affiliate, as the case may be, on behalf of the EUR/GBP
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 and/or GBP 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/GBP 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 (as amended, 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 and may only be acted upon by: (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 (as amended,
the "Order"); (3) those persons who are existing members or creditors of the
EUR/GBP 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/GBP 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/GBP 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/GBP Tender Offers have been or will be submitted
for clearance to the Autorité des marchés financiers.

Italy. None of the EUR/GBP Tender Offers, this announcement, the Offer to
Purchase or any other documents or materials relating to the EUR/GBP 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 or GBP Notes that are resident or located in Italy can
tender their EUR Notes or GBP 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, the GBP Notes or the
Offer to Purchase.

Belgium. Neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the EUR/GBP 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/GBP Tender Offers may not be, and are not being,
advertised and the EUR/GBP Tender Offers will not be extended and this
announcement, the Offer to Purchase and any other documents or materials
relating to the EUR/GBP 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/GBP 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/GBP Tender Offers may not be
used for any other purpose or disclosed or distributed to any other person in
Belgium.

 

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