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Anheuser-Busch InBev Commences Exchange Offers of Seven Series of USD SABMiller Notes for Anheuser-Busch InBev Notes
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”)
Anheuser-Busch InBev Commences
Exchange Offers of Seven Series of
USD SABMiller Notes for Anheuser-Busch InBev Notes
Anheuser-Busch InBev (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH)
today announced the commencement of offers to exchange all validly tendered (and not validly
withdrawn) and accepted notes of seven series, each issued by one of SABMiller Limited (formerly
SABMiller plc), SABMiller Holdings Inc. (“Holdings”) or FBG Finance Pty Ltd (formerly FBG Finance
Limited) (together with SAB Miller Limited and Holdings, “SABMiller”), for notes to be issued by
Anheuser-Busch InBev Worldwide Inc. (the “Issuer”) as described in the table below. A Registration
Statement on Form F-4 (the “Registration Statement”) relating to the issuance of the AB InBev Notes
was filed with the Securities and Exchange Commission (“SEC”) today but has not yet been declared
effective.
Title of Series
of Notes Title of Series
Issued by the of Notes to
SABMiller be Issued by
Issuers to be ABIWW
Aggregate Exchanged (collectively,
Principal (collectively, the “AB Early
Amount the “SABMiller CUSIP/ InBev Exchange Participation Total
(mm) Notes”) Issuer Guarantor ISIN No. Notes”) (2) Consideration (1) Premium(1) Consideration (1)(3)
AB InBev AB InBev AB InBev
Notes Notes Notes
(principal (principal (principal
amount)(2) Cash amount)(2) amount)(2) Cash
$700 6.500% Notes SABMiller N/A G77395 AF1 6.500% Notes $970 $1.00 $30 $1,000 $1.00
due 2018 Limited 78572M AF2 due 2018
USG77395AF14
US78572MAF23
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Title of Series
of Notes Title of Series
Issued by the of Notes to
SABMiller be Issued by
Issuers to be ABIWW
Aggregate Exchanged (collectively,
Principal (collectively, the “AB Early
Amount the “SABMiller CUSIP/ InBev Exchange Participation Total
(mm) Notes”) Issuer Guarantor ISIN No. Notes”) (2) Consideration (1) Premium(1) Consideration (1)(3)
AB InBev AB InBev AB InBev
Notes Notes Notes
(principal (principal (principal
(2) (2) (2)
amount) Cash amount) amount) Cash
$750 2.200% Fixed SABMiller SABMiller 78573A AE0 2.200% Notes $970 $1.00 $30 $1,000 $1.00
Rate Notes due Holdings Limited U7787R AF8 due 2018
2018 Inc. US78573AAE01
USU7787RAF83
$350 Floating Rate SABMiller SABMiller 78573A AG5 Floating Rate $970 $1.00 $30 $1,000 $1.00
Notes due 2018 Holdings Limited U7787R AG6 Notes due
Inc. US78573AAG58 2018
USU7787RAG66
$2,500 3.750% Notes SABMiller SABMiller 78573A AA8 3.750% Notes $970 $1.00 $30 $1,000 $1.00
due 2022 Holdings Limited U7787R AA9 due 2022
Inc. US78573AAA88
USU7787RAA96
$300 6.625% SABMiller SABMiller 78572MAA3 6.625% Notes $970 $1.00 $30 $1,000 $1.00
Guaranteed Limited Holdings G77395AA2 due 2033
Notes due Inc.(4) US78572MAA36
August 2033 USG77395AA27
$300 5.875% Notes FBG Foster’s Q3748T AC3 5.875% Notes $970 $1.00 $30 $1,000 $1.00
due 2035 Finance Group Pty 30239X AD9 due 2035
Pty Ltd Limited USQ3748TAC38
(formerly (formerly US30239XAD93
FBG Foster’s
Finance Group
Limited) Limited)
$1,500 4.950% Notes SABMiller SABMiller 78573A AC4 4.950% Notes $970 $1.00 $30 $1,000 $1.00
due 2042 Holdings Limited U7787R AC5 due 2042
Inc. US78573AAC45
USU7787RAC52
(1) Consideration per $1,000 principal amount of SABMiller Notes validly tendered and accepted for exchange.
(2) The term “AB InBev Notes” in this column refers, in each case, to the series of AB InBev Notes corresponding to the series of
SABMiller Notes of like tenor and coupon.
(3) Includes the Early Participation Premium for SABMiller Notes validly tendered prior to the Early Participation Date described below
and not validly withdrawn.
(4) SABMiller Holdings Inc. is a limited guarantor of the 6.625% Guaranteed Notes due August 2033 as to certain additional tax
withholding amounts.
In connection with the exchange offers, AB InBev is also soliciting consents from holders of the
SABMiller Notes to (1) eliminate substantially all of the restrictive covenants in the SABMiller Note
Documents (as such term is defined in the Registration Statement); (2) eliminate certain Events of
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Default due to (a) the acceleration of certain other indebtedness and (b) certain decrees or judgments
being entered against members of the AB InBev Group or their assets. If the proposed amendments
are adopted, all such SABMiller Notes will be governed by amended fiscal and paying agency
agreements or an indenture, as applicable, which will have less restrictive terms and afford reduced
protections to the holders of those securities compared to those in the current fiscal and paying
agency agreements and indenture. In particular, holders of the SABMiller Notes under the amended
fiscal and paying agency agreements and indenture will no longer receive annual, half-yearly and
other reports from SABMiller.
The exchange offers and consent solicitations (together, the “Exchange Offers”) commenced on
November 14, 2016 and expire at 11:59 p.m., New York City time, on December 13, 2016 (the
“Expiration Date”), unless extended or terminated. The AB InBev Notes are expected to be issued
promptly on or about the third business day following the Expiration Date (the “Settlement Date”).
In exchange for each $1,000 principal amount of SABMiller Notes that is validly tendered prior to 5:00
p.m., New York City time, on November 29, 2016 (the “Early Participation Date”) and not validly
withdrawn, holders will receive the total consideration set out in the table above (the “Total
Consideration”), which consists of $1,000 principal amount of dollar-denominated AB InBev Notes
and a cash amount of $1.00.
The Total Consideration includes an early participation premium set out in the table above (the “Early
Participation Premium”), which consists of $30 principal amount of AB InBev Notes.
In exchange for each $1,000 principal amount of SABMiller Notes that is validly tendered after the
Early Participation Date but prior to the Expiration Date and not validly withdrawn, holders will receive
only the exchange consideration set out in the table above (the “Exchange Consideration”), which is
equal to the Total Consideration less the Early Participation Premium and so consists of $970
principal amount of AB InBev Notes and a cash amount of $1.00.
Each AB InBev Note issued in exchange for a SABMiller Note will have an interest rate and maturity
that is identical to the interest rate and maturity of the tendered SABMiller Note, as well as identical
interest payment dates and optional redemption prices (subject to certain technical changes to
ensure, as applicable, the fall-back calculations of LIBOR (as defined below) and the treasury rate are
consistent with the methods used in AB InBev’s recently issued public indebtedness). No accrued but
unpaid interest will be paid on the SABMiller Notes in connection with the exchange offers. However,
interest on the applicable AB InBev Note will accrue from and including the most recent interest
payment date of the tendered SABMiller Note. Subject to the minimum denominations as described
in the Registration Statement, the principal amount of each AB InBev Note will be rounded down, if
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necessary, to the nearest whole multiple of $1,000, and we will pay cash equal to the remaining
portion, if any, of the exchange price of such SABMiller Note.
The AB InBev Notes will be unsecured and unsubordinated obligations of the Issuer and will rank
equally with all other unsecured and unsubordinated indebtedness of the Issuer issued from time to
time. The AB InBev Notes will be structurally subordinated to all existing and future obligations of the
Issuer’s current and future subsidiaries that are not guarantors of the AB InBev Notes. The AB InBev
Notes will be guaranteed by each of Anheuser-Busch InBev SA/NV, Anheuser-Busch InBev Finance
Inc., Anheuser-Busch Companies, LLC, Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV
(collectively, the “AB InBev Guarantors”). The guarantors of the AB InBev Notes will be unsecured
and unsubordinated obligations of the AB InBev Guarantors and will rank equally with all other
unsecured and unsubordinated indebtedness of the AB InBev Guarantors, from time to time. The
guarantees of the AB InBev Notes will be structurally subordinated to all existing and future
obligations of the AB InBev Guarantors’ current and future subsidiaries that are not guarantors or the
issuer of the AB InBev Notes.
The dealer managers for the Exchange Offers relating to the SABMiller Notes are:
BofA Merrill Lynch Citigroup Global Markets, Inc. Deutsche Bank Securities Inc.
214 North Tryon Street, 14th Floor 390 Greenwich Street, 1st Floor 60 Wall Street
Charlotte, North Carolina 28255 New York, NY 10013 New York, NY 10005
U.S.A. U.S.A. U.S.A.
Attention: Liability Management Group Attention: Liability Management Group Attention: Liability Management Group
By Telephone: By Telephone: By Telephone:
(888) 292-0070 (toll-free) (800) 558-3745 (toll-free) (866) 627-0391 (toll-free)
(980) 683 – 3215 (collect) (212) 723-6106 (collect) (212) 250-2955 (collect)
The exchange agent and information agent for the Exchange Offers relating to the SABMiller Notes is:
Global Bondholder Services
Corporation
By Phone: By E-Mail: By Mail or Hand:
Bank and Brokers Call Collect: contact@gbsc-usa.com 65 Broadway—Suite 404
+1 (212) 430-3774 New York, New York 10006
All Others, Please Call Toll-Free: ATTN: Corporate Actions
+1 (866) 470-3900
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The Exchange Offers are being made pursuant to the terms and conditions set forth in AB InBev’s
prospectus, dated as of November 14, 2016 (the “Prospectus”), which forms a part of the Registration
Statement. Tendered SABMiller Notes, and related consents, may be validly withdrawn at any time
prior to the Expiration Date and AB InBev may terminate or withdraw the Exchange Offers at any time
for any reason.
The commencement of the exchange offer is contingent upon a declaration of effectiveness of the
registration statement by the SEC.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities
described herein and is also not a solicitation of the related consents. The Exchange Offers may be
made solely pursuant to the terms and conditions of the Prospectus, and the other related materials.
A Registration Statement relating to the AB InBev Notes has been filed with the SEC but has not yet
become effective. The AB InBev Notes may not be sold, nor may offers to buy be accepted, prior to
the time the Registration Statement is declared effective by the SEC.
Security holders are urged to read the exchange offer materials, when available, including the
registration statement on Form F-4 filed with the SEC, as amended from time to time, the related
prospectus, and the other materials related to the proposed exchange offer filed with the SEC,
because they contain important information. These and other documents relating to the proposed
exchange offer, when they are filed with the SEC, may be obtained, free of charge, on the SEC’s web
site at www.sec.gov, or may be obtained, free of charge, from the Issuer after the exchange offer has
been commenced by requesting in writing or by telephone to +1-212-573-4365. A copy of the
prospectus for the exchange offers, when prepared, will also be available, free of charge.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any
securities nor will there be any 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.
Any offer of the AB InBev Notes made to holders of the SABMiller Notes which are located or resident
in any Member State of the European Economic Area which has implemented Directive 2003/71/EC,
as amended (the “Prospectus Directive”) will be addressed to holders which are qualified investors as
defined in the Prospectus Directive. Any holder that is not a qualified investor, will not be able to
participate in the exchange offers.
In the United Kingdom, this press release is only being communicated to, and any other documents or
materials relating to the Exchange Offers are only being distributed to and are only directed at, (i)
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persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”) or (iii) high net worth entities falling within Articles 49(2)(a) to (d) of the Order (all such
persons together being referred to as “relevant persons”) or to any other person to whom this press
release may lawfully be communicated in circumstances where section 21 of the Financial Services
and Markets Act 2000 does not apply. Any investment or investment activity to which this
announcement relates is available only to relevant persons and will be engaged in only with relevant
persons. Any person who is not a relevant person should not act or rely on this announcement or any
of its contents.
In Australia, this press release is provided by FBG Finance Pty Ltd (formerly FBG Finance Limited),
which does not hold, and is not required to hold, an Australian financial services license. To the
extent this press release contains any financial product advice (for the purposes of the Australian
Corporations Act 2001 (Cth)), it is general advice only and has been prepared without taking into
account investors’ objectives, financial situation or needs. Before acting on any such advice,
investors should consider whether the advice is appropriate for their circumstances. Where available,
investors should obtain a copy of, and consider this, and any other relevant disclosure documentation,
before making any decision to acquire a financial product. No cooling-off regime is available in
relation to the offer.
_________________________________________________________
Contacts
Media Investors
Marianne Amssoms Graham Staley
Tel: +1-212-573-9281 Tel: +1-212-573-4365
E-mail: marianne.amssoms@ab-inbev.com E-mail: graham.staley@ab-inbev.com
Karen Couck Heiko Vulsieck
Tel: +1-212-573-9283 Tel: +32-16-27-68-88
E-mail: karen.couck@ab-inbev.com E-mail: heiko.vulsieck@ab-inbev.com
Kathleen Van Boxelaer Lauren Abbott
Tel: +32-16-27-68-23 Tel: +1-212-573-9287
E-mail: kathleen.vanboxelaer@ab-inbev.com E-mail: lauren.abbott@ab-inbev.com
Fixed Income Investors
Gabriel Ventura
Tel: +1-212-478-7031
E-mail: gabriel.ventura@ab-inbev.com
14 November 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
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________________________________________________________
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). Our Dream is to
bring people together for a better world. Beer, the original social network, has been bringing people
together for thousands of years. We are committed to building great brands that stand the test of time
and to brewing the best beers using the finest natural ingredients. Our diverse portfolio of well over
400 beer brands includes global brands Budweiser®, Corona® and Stella Artois®; multi-country
brands Beck’s®, Castle®, Castle Lite®, Hoegaarden® and Leffe®; and local champions such as
Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Chernigivske®, Cristal®, Harbin®, Jupiler®,
Klinskoye®, Michelob Ultra®, Modelo Especial®, Quilmes®, Victoria®, Sedrin®, Sibirskaya Korona®
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 200,000 employees based in more than 50
countries worldwide. In 2015, on a combined pro forma basis, AB InBev realized 55.5 billion US dollar
in revenues (excluding JVs and associates).
English, Dutch and French versions of this press release will be available on www.ab-inbev.com.
_________________________________________________________
Forward Looking Statements
This press 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. Forward-looking statements 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 the
satisfaction of the conditions to the transactions described herein, the ability to obtain the regulatory
approvals related to the transactions and the ability to satisfy any conditions required to obtain such
approvals, and the risks relating to AB InBev described under Item 3.D of its Annual Report on Form
20-F (“Form 20-F”) filed with the US Securities and Exchange Commission (“SEC”) on 14 March
2016, the principal risks described on pages 16 to 17 in the Annual Report and Accounts for the year
ended 31 March 2016 of SABMiller Limited (formerly SABMiller plc), and the risks described under
“Risk Factors” of AB InBev’s Registration Statement on Form F-4, filed with the SEC on November 14,
2016. Other unknown or unpredictable factors could cause actual results to differ materially from
those in the forward-looking statements. There can be no certainty that the proposed transactions will
be completed on the terms described herein or at all.
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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, reports furnished on Form
6-K, AB InBev’s Registration Statement on Form F-4 and any other documents that AB InBev or
SABMiller Limited (formerly SABMiller plc) have 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.
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Date: 14/11/2016 02:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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