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Anheuser-Busch InBev Announces Pricing of Cash Tender Offers for up to USD 3.5 Billion Aggregate Purchase Price
Anheuser-Busch InBev SA/NV
(Incorporated in the Kingdom of Belgium)
Register of Companies Number: 0417.497.106
Euronext Brussels Share Code: ABI
Mexican Stock Exchange Share Code: ANB
NYSE ADS Code: BUD
JSE Share Code: ANH
ISIN: BE0974293251
(“AB InBev” or the “Company”)
Anheuser-Busch InBev Announces Pricing of Cash Tender Offers for up to USD 3.5 Billion
Aggregate Purchase Price of Twelve Series of USD Notes and Two Series of GBP Notes
1 December 2022 – Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE:
BUD) (MEXBOL: ANB) (JSE: ANH) today announced the pricing of offers to purchase for
cash any validly tendered (and not validly withdrawn) and accepted notes up to an aggregate
purchase price (excluding accrued and unpaid interest) of US$3.5 billion (such amount, the
“Offer Cap”) of (i) two series of GBP notes issued by AB InBev (collectively, the “GBP
Notes”) and (ii) seven series of USD notes issued by its wholly-owned subsidiary Anheuser-
Busch InBev Worldwide Inc. (“ABIWW” or a “Company”), three series of USD notes issued
by its wholly-owned subsidiary Anheuser-Busch InBev Finance Inc. (“ABIFI” or a “Company”)
and two series of USD notes issued by its wholly-owned subsidiaries ABIWW and Anheuser-
Busch Companies, LLC (“ABC” or a “Company”, and together with AB InBev, ABIWW and
ABIFI, the “Companies”) (collectively, the “USD Notes”, and together with the GBP Notes,
the “Notes”), as described in the table set forth below (the “Tender Offers”).
The Companies announced the pricing as set forth in the table below of its offers to purchase
the outstanding Notes listed below.
As announced on 16 November 2022, the Companies will spend up to US$3.5 billion
combined aggregate purchase price (excluding Accrued Interest) in the Tender Offers.
Because the Offer Cap has been reached, the Company does not expect to accept for
purchase any Notes tendered after 5:00 p.m., New York City time, on Wednesday, 30
November 2022 (the “Early Tender Time”).
The Tender Offers have been made pursuant to the terms and conditions set forth in the offer
to purchase, dated 16 November 2022 (the “Offer to Purchase”). Terms not defined in this
announcement have the meanings given to them in the Offer to Purchase.
ISIN / (if Fixed
applicable) Acceptan Principal Spread Total
CUSIP Issuer and ce Priority Amount to be Reference (basis Reference Considera
Title of Notes Maturity Date Offeror Level Purchased Security points) Yield tion(a)
UKT 1.750%
2.850% Notes 3.478%
BE6295395956 May 25, 2037 AB InBev 1 £488,737,000 due September 100 £824.44
due 2037
7, 2037
UST 3.375%
3.750% Notes US03523TBQ04/ $528,807,000 3.970% $839.29
July 15, 2042 ABIWW 2 due August 15, 108
due 2042 03523TBQ0
2042
UST 3.375%
4.000% Notes US035242AB2 January 17, $345,565,000 3.970% $863.68
ABIFI 3 due August 15, 112
due 2043 7/ 035242AB2 2043
2042
UST 3.000%
4.600% Notes US035240AU4 $503,357,000 3.776% $917.42
June 1, 2060 ABIWW 4 due August 15, 132
due 2060 2/ 035240AU4
2052
UKT 0.500%
2.250% Notes 3.254%
BE6295393936 May 24, 2029 AB InBev 5 £363,245,000 due January 105 £883.55
due 2029
31, 2029
UST 3.000%
4.500% Notes US035240AT7 $683,101,000 3.776% $917.89
June 1, 2050 ABIWW 6 due August 15, 128
due 2050 8/ 035240AT7
2052
UST 3.000%
4.750% Notes US035240AP5 $519,307,000 3.776% $928.09
April 15, 2058 ABIWW 7 due August 15, 142
due 2058 6/ 035240AP5
2052
UST 3.000%
4.600% Notes US035240AN0 $321,402,000 3.776% $932.46
April 15, 2048 ABIWW 8 due August 15, 130
due 2048 9/ 035240AN0
2052
UST 3.375%
4.350% Notes US035240AS9 $0 N/A N/A
June 1, 2040 ABIWW 9 due August 15, 105
due 2040 5/ 035240AS9
2042
UST 3.375%
4.625% Notes US03524BAF3 February 1, $0 N/A N/A
ABIFI 10 due August 15, 120
due 2044 1/ 03524BAF3 2044
2042
UST 3.375%
4.375% Notes US035240AM2 $0 N/A N/A
April 15, 2038 ABIWW 11 due August 15, 108
due 2038 6/ 035240AM2
2042
US03522AAJ9
7/
03522AAJ9
144A:
US03522AAF7
5/ UST 3.000%
4.900% Notes February 1, ABIWW and $0 N/A N/A
03522AAF7 12 due August 15, 148
due 2046 2046 ABC
2052
Reg S:
USU00323AF9
7/
U00323AF9
UST 3.000%
4.900% Notes US035242AN6 February 1, $0 N/A N/A
ABIFI 13 due August 15, 148
due 2046 4/ 035242AN6 2046
2052
(a) Per $1,000 or £1,000 in principal amount, as applicable, of Notes validly tendered and accepted for
purchase prior to the Early Tender Time. The Reference Yield and the Total Consideration for each series of
Notes were determined at 9:30 a.m., New York City time (2:30 p.m., London time), on Thursday, 1 December
2022, as described in the Offer to Purchase. The Total Consideration includes the Early Tender Payment of (i)
$30 per $1,000 in principal amount of USD Notes or (ii) £30 per £1,000 in principal amount of GBP Notes, as
applicable, and assumes an early settlement date of 2 December 2022.
The Companies have elected to exercise their right to have an early settlement date, and the
settlement date for all Notes validly tendered prior to or at the Early Tender Time and
accepted for purchase is expected to be on 2 December 2022 (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 Tender Offers, $7,274,315,000
aggregate principal amount of the USD Notes and £851,982,000 aggregate principal amount
of the GBP Notes were validly tendered prior to or at the Early Tender Time and not validly
withdrawn.
Because the aggregate purchase price (excluding Accrued Interest) payable for the
aggregate principal amount of Notes validly tendered prior to or at the Early Tender Time and
not validly withdrawn would exceed the Offer Cap, the Companies will not accept for
purchase all Notes that have been tendered by the Early Tender Time. AB InBev, ABIWW
and ABIFI will accept for purchase all of the 2.850% Notes due 2037, 3.750% Notes due
2042, 4.000% Notes due 2043, 4.600% Notes due 2060, 2.250% Notes due 2029, 4.500%
Notes due 2050 and 4.750% Notes due 2058 validly tendered and not validly withdrawn as of
the Early Tender Time. ABIWW will accept for purchase $321,402,000 in aggregate principal
amount of the 4.600% Notes due 2048 validly tendered and not validly withdrawn as of the
Early Tender Time on a prorated basis as described in the Offer to Purchase (as defined
below), using a proration factor of approximately 27.41%. ABIWW, ABIFI and ABC will not
accept for purchase any 4.350% Notes due 2040, 4.625% Notes due 2044, 4.375% due
2038, 4.900% Notes due 2046 (issued by ABIWW and ABC) or 4.900% Notes due 2046
(issued by ABIFI) tendered in the Tender Offers. Any 4.600% Notes due 2048 not accepted
for purchase will be returned promptly to holders following the Early Settlement Date. All
4.350% Notes due 2040, 4.625% Notes due 2044, 4.375% due 2038, 4.900% Notes due
2046 (issued by ABIWW and ABC) and 4.900% Notes due 2046 (issued by ABIFI) will be
returned promptly to holders 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 Tender Offers will expire at 11:59 p.m., New York City time, on 14 December 2022 (such
time and date, the “Expiration Time”), or any other date and time to which the Companies
extend the applicable Tender Offer. Because the Offer Cap has been reached, the
Companies do not expect to accept for purchase any Notes tendered after the Early Tender
Time.
English, Dutch and French versions of this press release will be available on www.ab-
inbev.com.
The Dealer Managers for the Tender Offers are:
Lead Dealer Managers
Barclays Bank PLC Barclays Capital Inc. BNP Paribas Securities BofA Securities, Inc.
5 The North Colonnade 745 Seventh Avenue Corp. 620 S Tryon Street, 20th
Canary Wharf New York, NY 10019 787 Seventh Avenue Floor Charlotte
London E14 4BB United States of America New York, NY 10019 North Carolina 28255
United Kingdom United States of America United States of America
Attention: Liability
Attention: Liability Management Group Attention: Liability Attention: Liability
Management Group Collect: (212) 528-7581 Management Group Management Group
Telephone: + 44 20 3134 Toll Free: (800) 438-3242 Collect: (212) 841-3059 Collect: (980) 387-3907
8515 Email: Toll-Free: (888) 210- Toll-Free: (888) 292-
Email: us.lm@barclays.com 4358 0070
eu.lm@barclays.com Email: Email:
dl.us.liability.managemen debt_advisory@bofa.com
t@us.bnpparibas.com
In Europe:
Telephone: +33 1 877
01057
Email: DG.LM-
EMEA@bofa.com
Deutsche Bank Deutsche Bank J.P. Morgan SE J.P. Morgan Securities
Securities Inc. Aktiengesellschaft Taunustor 1 LLC
Attn: Liability Mainzer Landstraße 11- (TaunusTurm) 383 Madison Avenue
Management Group 17 60310 Frankfurt am Main New York, NY 10179
1 Columbus Circle 60329 Frankfurt am Main Germany United States of America
New York, NY 10019 Germany
Toll free: (866) 627-0391 Tel: +44 20 7545 8011 Attn: Liability Attn: Liability
Collect: (212) 250-2955 Management Group Management Group
Collect: +44 20 7134 Collect: (212) 834-8553
2468 Toll-Free: (866) 834-
Email: 4666
Liability_management_E
MEA@jpmorgan.com
Co-Dealer Managers
Citigroup Global Markets Inc. Santander Investment Securities Wells Fargo Securities, LLC
388 Greenwich Street, Trading 4th Inc. 550 South Tryon Street, 5th Floor
Floor 437 Madison Avenue Charlotte, NC 28202
New York, New York 10013 7th Floor United States of America
United States of America New York, NY 10022
United States of America Attention: Liability Management
Attention: Liability Management Group
Group Attention: Liability Management Collect: +1 (704) 410-4759
Collect: +1 (212) 723-6106 Fax: 212-407-0930 Toll-Free: +1 (866) 309-6316
Toll-Free: +1 (800) 558-3745 Toll: 212-940-1442 Europe: +33 (0)1 85 14 06 61
Email: Toll-Free: 855-404-3636 Email:
ny.liabilitymanagement@citi.com liabilitymanagement@wellsfargo.com
The Tender and Information Agent for the Tender Offers is:
Global Bondholders Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attention: Corporate Actions
Bank and Brokers Call Collect: +1 (212) 430-3774
All Others Please Call Toll-Free: +1 (855) 654-2014
Fax: +1 (212) 430-3775 or +1 (212) 430-3779
E-mail: contact@gbsc-usa.com
Non-U.S. Distribution Restrictions
Italy. None of the Tender Offers, this announcement, the Offer to Purchase or any other
documents or materials relating to the 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 Notes that are resident or located in Italy can
tender their 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 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 Notes or
the Offer to Purchase.
United Kingdom. The communication of this announcement, the Offer to Purchase and any
other documents or materials relating to the 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 Companies 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 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 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”). None of this
announcement, the Offer to Purchase nor any other documents or materials relating to the
Tender Offers have been or will be submitted for clearance to the Autorité des marchés
financiers.
Belgium. None of this announcement, the Offer to Purchase nor any other documents or
materials relating to the 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 Tender Offers may not be, and are
not being, advertised and the Tender Offers will not be extended and this announcement, the
Offer to Purchase and any other documents or materials relating to the 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 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
Tender Offers may not be used for any other purpose or disclosed or distributed to any other
person in Belgium.
Legal Notices
This announcement is for informational purposes only and is not an offer to sell or purchase,
a solicitation of an offer to purchase or a solicitation of consents with respect to any securities.
There will there be no sale of these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
This announcement does not describe all the material terms of the Tender Offers and no
decision should be made by any Holder on the basis of this announcement. The terms and
conditions of the Tender Offers are described in the Offer to Purchase. This announcement
must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains
important information which should be read carefully before any decision is made with respect
to the Tender Offers. If any Holder is in any doubt as to the contents of this announcement, or
the Offer to Purchase, or the action it should take, it is recommended to seek its own financial
and legal advice, including in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such entity if it wishes to
tender such Notes pursuant to the Tender Offers.
None of the Companies, the Dealer Managers or their affiliates, their respective boards of
directors, the Tender and Information Agent, the trustee with respect to the USD Notes or any
of their respective affiliates makes any recommendation, or has expressed an opinion, as to
whether or not Holders should tender their Notes, or refrain from doing so, pursuant to the
Tender Offers. Each Holder should make its own decision as to whether to tender its Notes
and if so, the principal amount of the Notes to tender.
The Companies have not filed this announcement or the Offer to Purchase with, and
they have not 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 the Tender Offers, and it is unlawful and may be a criminal offense to
make any representation to the contrary.
The Offer to Purchase does not constitute an offer to purchase Notes in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to make such offer under
applicable securities or blue sky laws. The distribution of the Offer to Purchase in certain
jurisdictions is restricted by law. Persons into whose possession the Offer to Purchase comes
are required by each of the Companies, the Dealer Managers, the Tender and Information
Agent to inform themselves about, and to observe, any such restrictions.
Anheuser-Busch InBev Contacts
Investors Media
Shaun Fullalove Kate Laverge
Tel: +1 212 573 9287 Tel: +1 917 940 7421
E-mail: shaun.fullalove@ab-inbev.com E-mail: kate.laverge@ab-inbev.com
Maria Glukhova Ana Zenatti
Tel: +32 16 276 888 Tel: +1 646 249 5440
E-mail: maria.glukhova@ab-inbev.com E-mail: ana.zenatti@ab-inbev.com
Cyrus Nentin Fallon Buckelew
Tel: +1 646 746 9673 Tel: +1 310 592 6319
E-mail: cyrus.nentin@ab-inbev.com E-mail: fallon.buckelew@ab-inbev.com
Fixed Income Investors
Patrick Ryan
Tel: +1 646 746 9667
E-mail: patrick.ryan@ab-inbev.com
2 December 2022
JSE Sponsor: Questco Corporate Advisory Proprietary Limited
About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings on the Mexico
(MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New York Stock Exchange
(NYSE: BUD). As a company, we dream big to create a future with more cheers. We are always looking to serve up new ways to meet
life’s moments, move our industry forward and make a meaningful impact in the world. We are committed to building great brands that
stand the test of time and to brewing the best beers using the finest ingredients. Our diverse portfolio of well over 500 beer brands includes
global brands Budweiser®, Corona® and Stella Artois®; multi-country brands Beck’s®, Hoegaarden®, Leffe® and Michelob ULTRA®;
and local champions such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Castle®, Castle Lite®, Cristal®, Harbin®, Jupiler®,
Modelo Especial®, Quilmes®, Victoria®, Sedrin®, and Skol®. Our brewing heritage dates back more than 600 years, spanning continents
and generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co
brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To Bohemia, the first
brewery in Brazil. Geographically diversified with a balanced exposure to developed and developing markets, we leverage the collective
strengths of approximately 169,000 colleagues based in nearly 50 countries worldwide. For 2021, AB InBev’s reported revenue was 54.3
billion USD (excluding JVs and associates).
Forward-Looking Statements
This release contains “forward-looking statements”. These statements are based on the current expectations and views of future events
and developments of the management of AB InBev and are naturally subject to uncertainty and changes in circumstances. The forward-
looking statements contained in this release include statements other than historical facts and include statements typically containing
words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates”, “likely”, “foresees” and words of
similar import. All statements other than statements of historical facts are forward-looking statements. You should not place undue reliance
on these forward-looking statements, which reflect the current views of the management of AB InBev, are subject to numerous risks and
uncertainties about AB InBev and are dependent on many factors, some of which are outside of AB InBev’s control. There are important
factors, risks and uncertainties that could cause actual outcomes and results to be materially different, including, but not limited to, the
effects of the COVID-19 pandemic and uncertainties about its impact and duration and the risks and uncertainties relating to AB InBev
described under Item 3.D of AB InBev’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”)
on 18 March 2022. Many of these risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and the ongoing
conflict in Russia and Ukraine and any worsening of the global business and economic environment. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the forward-looking statements. The forward-looking statements should
be read in conjunction with the other cautionary statements that are included elsewhere, including AB InBev’s most recent Form 20-F and
other reports furnished on Form 6-K, and any other documents that AB InBev has made public. Any forward-looking statements made in
this communication are qualified in their entirety by these cautionary statements and there can be no assurance that the actual results or
developments anticipated by AB InBev will be realized or, even if substantially realized, that they will have the expected consequences
to, or effects on, AB InBev or its business or operations. Except as required by law, AB InBev undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Date: 02-12-2022 07:05:00
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