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ANHEUSER-BUSCH INBEV SA/NV - Final Results of Tender Offers for Up To USD 16.5 Billion Aggregate Purchase Price of Twelve Series of USD Notes

Release Date: 08/02/2019 17:41
Code(s): ANH     PDF:  
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Final Results of Tender Offers for Up To USD 16.5 Billion Aggregate Purchase Price of Twelve Series of USD 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” or the “Company”)


        Anheuser-Busch InBev Announces Final Results of Tender Offers for Up To USD
        16.5 Billion Aggregate Purchase Price of Twelve Series of USD Notes

        Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH)
        today announced the expiration of offers by its wholly owned subsidiaries Anheuser-Busch InBev
        Finance Inc. (“ABIFI” or a “Company”), Anheuser-Busch InBev Worldwide Inc. (“ABIWW” or a
        “Company”) and Anheuser-Busch Companies, LLC (“ABC” or a “Company” and together with ABIFI
        and ABIWW, the “Companies”) to purchase for cash any validly tendered (and not validly withdrawn)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
        $16,500,000,000 (the “Aggregate Offer Cap”) of twelve series of notes issued by the Companies (the
        “Tender Offers”).

        The Tender Offers have been made pursuant to the terms and conditions set forth in the offer to
        purchase, dated 10 January 2019 (the “Offer to Purchase”). Terms not defined in this announcement
        have the meanings given to them in the Offer to Purchase.

        The Tender Offers expired at 11:59 p.m., New York City time, on 7 February 2019. As announced on
        25 January 2019, the Aggregate Offer Cap had not been reached as of the Early Tender Time of 24
        January 2019.

        According to information provided by Global Bondholder Services Corporation, the tender and
        information agent for the Tender Offers, $16,326,085,000 aggregate principal amount of the Notes were
        validly tendered prior to or at the Early Tender Time and not validly withdrawn. After the Early Tender
        Time and prior to or at the Expiration Time, an additional $12,450,000 aggregate principal amount of
        the Notes were validly tendered. As a result, as of the Expiration Time, a total of $16,338,535,000
        aggregate principal amount of the Notes were validly tendered and not validly withdrawn. The
        Settlement Date for the Tender Offers is expected to be 11 February 2019.

        With the completion of the Tender Offers, the Companies will have repurchased an aggregate principal
        amount of $16,338,535,000 of several series of their outstanding notes, as set out in the table below:




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                                                    Pool
                                                  Acceptance       Principal Amount   Principal Amount Outstanding
     Title of Notes    CUSIP / ISIN    Issuer    Priority Level       Purchased               After Purchase
                                                          2021 Pool
                        Adjusted Pool Offer Cap: Up to USD 2,908,715,604 Aggregate Purchase Price


     2.650% Notes      035242 AJ5 /
                                      ABIFI          1            $2,518,521,000            $2,449,067,000
       due 2021       US035242 AJ52


     Floating Rate     035242 AK2 /
                                      ABIFI          2             $189,204,000              $310,796,000
    Notes due 2021 US035242 AK26

     4.375% Notes      03523TBB3 /
                                      ABIWW          3             $214,638,000              $285,362,000
       due 2021       US03523T BB35
                                                        2022 Pool
                        Adjusted Pool Offer Cap: Up to USD 2,597,501,582 Aggregate Purchase Price


     3.750% Notes      035240 AD2 /
                                      ABIWW          1            $1,100,588,000            $1,249,451,000
       due 2022       US035240 AD27


     2.500% Notes      03523TBP2 /
                                      ABIWW          2            $1,295,953,000            $1,704,047,000
       due 2022       US03523T BP21
                                                        2023 Pool
                        Adjusted Pool Offer Cap: Up to USD 3,574,104,075 Aggregate Purchase Price


     2.625% Notes      035242 AA4 /
                                      ABIFI          1             $606,684,000              $643,316,000
       due 2023       US035242 AA44


     3.300% Notes      035242 AL0 /
                                      ABIFI          2            $2,885,926,000            $3,114,074,000
       due 2023       US035242 AL09
                                                        2024 Pool
                        Adjusted Pool Offer Cap: Up to USD 1,720,654,250 Aggregate Purchase Price


     Floating Rate     035240AK6 /
                                      ABIWW          1             $270,907,000              $229,093,000
    Notes due 2024 US035240 AK69


     3.500% Notes      035240AJ9 /
                                      ABIWW          2             $845,580,000              $654,420,000
       due 2024       US035240 AJ96

     3.700% Notes      03524B AE6 /
                                      ABIFI          3             $534,827,000              $865,173,000
       due 2024       US03524BAE65
                                                        2026 Pool
                        Adjusted Pool Offer Cap: Up to USD 5,699,024,491 Aggregate Purchase Price


     3.650% Notes      035242 AP1 /
                                       ABIFI          1            $811,685,000              $1,633,152,000
       due 2026       US035242 AP13




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                      03522A AD2 /
     3.650% Notes     U00323 AD4 /     ABIWW
                                                        1            $5,064,022,000              $3,491,141,000
       due 2026     US03522A AD28 / and ABC
                     USU00323 AD40




        Non-U.S. Distribution Restrictions
              Italy. None of the Offer to Purchase or any other document or materials relating to the Tender
        Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per
        le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Tender Offers are being
        carried out in Italy as an exempted offer 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 such Notes that are resident and/or located in Italy can tender Notes for purchase in the
        Tender Offers through authorised persons (such as investment firms, banks or financial intermediaries
        permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services
        Act, CONSOB Regulation No. 16190 of 29 October 2007, 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 and any other Italian authority. Each intermediary
        must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients
        in connection with such Notes or the Tender Offers.

                  United Kingdom. The communication of the Offer to Purchase and any other documents or
        materials relating to the Tender Offers is not being made 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. Accordingly, this Offer to Purchase and such documents and/or materials are
        not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to
        those persons in the United Kingdom falling within the definition of investment professionals (as defined
        in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
        “Financial Promotion Order”)), (ii) to those persons who are within Article 43(2) of the Financial
        Promotion Order, including existing members and creditors of the Offeror, (iii) to those persons who are
        outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be made
        under the Financial Promotion Order.

                  France. The Tender Offers is not being made, directly or indirectly, to the public in the Republic
        of France (France). Neither the Offer to Purchase nor any other document or material relating to the
        Tender Offers has been or shall be distributed to the public in France and only (i) providers of investment
        services relating to portfolio management for the account of third parties (personnes fournissant le



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        service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
        (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in
        accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are
        eligible to participate in the Tender Offers. The Offer to Purchase has not been and will not be submitted
        for clearance to nor approved by the Autorité des Marchés Financiers.

                Belgium. Neither the Offer to Purchase nor any other documents or materials relating to the
        Tender Offers have been submitted to or will be submitted for approval or recognition to the Belgian
        Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des
        services marchés financiers) and, accordingly, the Tender Offers may not be made in Belgium by way
        of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover
        bids as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised
        and the Tender Offers will not be extended, and neither this Offer to Purchase nor any other documents
        or materials relating to the Tender Offers (including any memorandum, information circular, brochure
        or any similar documents) has been or shall be distributed or made available, directly or indirectly, to
        any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Law of
        16 June 2006 on the public offer of placement instruments and the admission to trading of placement
        instruments on regulated markets (as amended or replaced from time to time), acting on their own
        account. Insofar as Belgium is concerned, the Offer to Purchase has been issued only for the personal
        use of the above qualified investors and exclusively for the purpose of the Tender Offers. Accordingly,
        the information contained in the Offer to Purchase may not be used for any other purpose or disclosed
        to any other person in Belgium.

        Legal Notices

        This announcement is for informational purposes only and is not an offer to purchase, a solicitation of
        an offer to purchase or a solicitation of consents with respect to any securities. 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.




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        None of the Companies, the Guarantors, the Dealer Managers or their affiliates, their respective boards
        of directors, the Depository and Tender and Information Agent, the Notes Trustee 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
        Guarantors, the Dealer Managers and the Depository and Tender and Information Agent to inform
        themselves about, and to observe, any such restrictions.

        Legal Disclaimer
        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, among other things, statements relating to AB InBev’s business
        combination with SAB and other statements other than historical facts. 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 ability to realize synergies from the business combination with SAB and the risks
        and uncertainties relating to AB InBev described under Item 3.D of AB InBev’s Annual Report on Form 20-F (“Form 20-F”) filed
        with the US Securities and Exchange Commission (“SEC”) on 19 March 2018. 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, 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.




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         ANHEUSER-BUSCH INBEV CONTACTS

               Media                                                         Investors
               Pablo Jimenez                                                 Lauren Abbott
               Tel: +1 212 573 9289                                          Tel: +1 212 573 9287
               E-mail: pablo.jimenez@ab-inbev.com                            E-mail: lauren.abbott@ab-inbev.com

               Aimee Baxter                                                  Mariusz Jamka
               Tel: +1 718 650 4003                                          Tel: +32 16 276 888
               E-mail: aimee.baxter@ab-inbev.com                             E-mail: mariusz.jamka@ab-inbev.com

               Ingvild Van Lysebetten                                        Jency John
               Tel: +32 16 276 608                                           Tel: +1 646 746 9673
               E-mail: ingvild.vanlysebetten@ab-inbev.com                    Email: jency.john@ab-inbev.com
                                                                             Fixed Income Investors

                                                                             Gabriel Ventura
                                                                             Tel: +1-212-478-7031
                                                                             E-mail: gabriel.ventura@ab-inbev.com

                                                                             Suma Prasad
                                                                             Tel: +1-212-503-2887
                                                                             E-mail: suma.prasad@ab-inbev.com

        8 February 2019
        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). 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 500 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®, Cristal®, Harbin®, Jupiler®, Michelob
        Ultra®, 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 180,000 employees based in nearly
        50 countries worldwide. For 2017, AB InBev’s reported revenue was 56.4 billion USD (excluding JVs and associates).




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