REG - Anheuser-Busch InBev - Tender Offer Pricing

Anheuser-Busch Inbev SAAnnouncement

15/11/2023 18:15

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RNS Number : 6110T  Anheuser-Busch InBev SA/NV  15 November 2023

15 November 2023

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

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:

 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))

 Pool 1 Tender Offers

 Up to the Pool 1 Offer Cap of $1,200,000,000
 2.700% Notes due 2026  €1,000,000,000                BE6265142099  31 March 2026    2                          €0                                2026 Interpolated Mid-Swap Rate                  -5                           N/A              N/A
 Pool 2 Tender Offers

 Up to the Pool 2 Offer Cap 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

 2.850% Notes due 2037  £411,263,000                  BE6295395956  25 May 2037      2                          £163,183,000                      UKT 1.750% due 7 September 2037                  54                           4.452 per cent.  £788.18
 2.000% Notes due 2035  €750,000,000                  BE6301511034  23 January 2035  10                         €0                                2035 Interpolated Mid-Swap Rate                  50                           N/A              N/A
 1.650% Notes due 2031  €1,000,000,000                BE6312822628  28 March 2031    14                         €0                                2031 Interpolated Mid-Swap Rate                  37                           N/A              N/A
 2.250% Notes due 2029  £336,755,000                  BE6295393936  24 May 2029      15                         £0                                UKT 0.500% due 31 January 2029                   34                           N/A.             N/A

Notes:

((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.

As previously announced, 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.

Because (i) the aggregate purchase price (excluding accrued and unpaid
interest) for the aggregate principal amount of Notes validly tendered prior
to or at the Early Tender Time and not validly withdrawn would exceed the
Aggregate Offer Cap and (ii) the aggregate purchase price (excluding accrued
and unpaid interest) for the aggregate principal amount of Notes validly
tendered prior to or at the Early Tender Time and not validly withdrawn in
each of the Pool 1 Tender Offers and the Pool 2 Tender Offers would exceed the
Pool 1 Offer Cap and the Pool 2 Offer Cap, respectively, the GBP/EUR Offeror
will not accept for purchase all Notes that have been tendered by the Early
Tender Time in the Pool 1 Tender Offers and the Pool 2 Tender Offers.

With respect to the Pool 1 Tender Offers, the GBP/EUR Offeror will not accept
for purchase any 2.700% Notes due 2026 tendered in the Tender Offers and all
2.700% Notes due 2026 will be unblocked in the relevant direct participant's
clearing system account following the Price Determination Time.

With respect to the Pool 2 Tender Offers, the GBP/EUR Offeror will accept for
purchase all of the 2.850% Notes due 2037 validly tendered and not validly
withdrawn as of the Early Tender Time. The GBP/EUR Offeror will not accept for
purchase any of the 2.000% Notes due 2035, 1.650% Notes due 2031 or 2.250%
Notes due 2029 tendered in the Pool 2 Tender Offers. All 2.000% Notes due
2035, 1.650% Notes due 2031 and 2.250% Notes due 2029 will be unblocked in the
relevant direct participant's clearing system account following the Price
Determination 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 Total
Consideration.

The GBP/EUR Tender Offers will expire at 5:00 p.m., New York City time, on 30
November 2023 (such time and date, the "Expiration Time"), or any other date
and time to which the GBP/EUR Offeror extends the applicable GBP/EUR Tender
Offer. Because the Aggregate Offer Cap has been reached, the GBP/EUR Offeror
does not expect to accept for purchase any GBP Notes or EUR Notes tendered
after the Early Tender Time.

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

Further Information

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

Barclays Bank PLC, BNP Paribas Securities Corp., BofA Securities, Inc.,
Citigroup Global Markets Inc., Deutsche Bank Aktiengesellschaft, ING Bank
N.V., 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, the "Dealer Managers") for the GBP/EUR Tender Offers, and Global
Bondholder Services Corporation is the tender agent (the "Tender and
Information Agent") for the GBP/EUR Tender Offers.

Questions and requests for assistance in connection with the GBP/EUR Tender
Offers may be directed by Relevant Holders (as defined below) to BofA
Securities, Inc., Citigroup Global Markets 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 GBP/EUR Tender Offers as made to Relevant Holders (as
 defined below) only)
 BofA Securities, Inc.                     Citigroup Global Markets Inc.

 620 S Tryon Street, 20th Floor            388 Greenwich Street, Trading 4th Floor

 Charlotte                                 New York, New York 10013

 North Carolina 28255                      United States of America

 United States of America

                                           Attn: Liability Management Group

 Attn: Liability Management Group          Collect: +1 (212) 723-6106

 Collect: +1 (980) 387-3907                Toll Free: +1 (800) 558-3745

 Toll Free: +1 (888) 292-0070              Email: ny.liabilitymanagement@citi.com

 Email: debt_advisory@bofa.com

 In Europe:

 Telephone: +33 1 877 01057

 Email: DG.LM-EMEA@bofa.com

 Deutsche Bank Aktiengesellschaft          J.P. Morgan SE

Mainzer Landstr. 11-17

                                         Taunustor 1 (TaunusTurm)
 60329 Frankfurt am Main

                                         60310 Frankfurt am Main
 Germany

                                         Germany
 Attn: Liability Management Group

 Telephone: +44 20 7545 8011

                                           Attn: Liability Management Group

                                           Telephone: +44 20 7134 2468

                                           Email: liability_management_EMEA@jpmorgan.com

 Santander US Capital Markets LLC

 437 Madison Avenue

 10th Floor

 New York, NY 10022

 United States of America

 Attn: Liability Management Group

 Fax: +1 (212) 407-0930

 Toll: +1 (212) 940-1442

 Toll Free: +1 855-404-3636

 Email: AmericasLM@santander.us

 Barclays Bank PLC    BNP Paribas Securities Corp.              ING Bank N.V.

 

 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

 Website:
 https://gbsc-usa.com/registration/abi

None of the Dealer Managers, the Tender and Information Agent, the GBP/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
GBP/EUR Offeror, the Guarantors, nor any director, officer, employee, agent or
affiliate of, any such person makes any recommendation whether Holders should
tender GBP Notes or 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
GBP/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
GBP/EUR Tender Offers made to Holders that are not Relevant Holders, where
"Relevant Holders" means a Holder of GBP Notes or 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 GBP/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 GBP Notes and/or EUR Notes
pursuant to the GBP/EUR Tender Offers. None of the GBP/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 GBP Notes or 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 GBP/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 GBP/EUR Tender Offers shall be deemed to be made by such
Dealer Manager or affiliate, as the case may be, on behalf of the GBP/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 GBP
Notes and/or 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 GBP/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 GBP/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 GBP/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 GBP/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 GBP/EUR Tender Offers have been or will be submitted
for clearance to the Autorité des marchés financiers.

Italy. None of the GBP/EUR Tender Offers, this announcement, the Offer to
Purchase or any other documents or materials relating to the GBP/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 February 24,
1998, as amended (the "Financial Services Act") and article 35-bis, paragraph
4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or
beneficial owners of the GBP Notes or EUR Notes that are resident or located
in Italy can tender their GBP Notes or EUR Notes, as applicable, 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 February 15,
2018, as amended, and Legislative Decree No. 385 of September 1, 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 GBP Notes,
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 GBP/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 April 1, 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 GBP/EUR Tender Offers may not be, and are not being,
advertised and the GBP/EUR Tender Offers will not be extended and this
announcement, the Offer to Purchase and any other documents or materials
relating to the GBP/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 GBP/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 GBP/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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