Wrap Text
Anheuser-Busch InBev Announces Early Results of Cash Tender Offers for up to USD 3 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 Early
Results of Cash Tender Offers for up to USD 3
Billion Aggregate Purchase Price of Thirteen
Series of USD Notes, Three Series of EUR Notes
and Two Series of GBP Notes
15 November 2023 – Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE:
BUD) (MEXBOL: ANB) (JSE: ANH) today announced the early results of offers by AB InBev
and its wholly-owned subsidiaries Anheuser-Busch InBev Worldwide Inc. ("ABIWW"),
Anheuser-Busch Companies, LLC ("ABC") and Anheuser-Busch InBev Finance Inc. ("ABIFI",
and together with AB InBev, ABIWW and ABC, 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validly tendered (and not validly withdrawn) and accepted notes up to an aggregate purchase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 US$3 billion (such amount, the "Aggregate
Offer Cap") of thirteen series of USD notes (the "USD Notes"), three series of EUR notes (the
"EUR Notes") and two series of GBP notes (the "GBP Notes", and together with the USD Notes
and the EUR Notes, the "Notes") issued by the Companies, across the Pool 1 Tender Offers
and the Pool 2 Tender Offers, each with a separate Pool Offer Cap, as described in the table
below (the "Tender Offers").
As announced on 31 October 2023, the Companies will spend up to the Aggregate Offer Cap
and the applicable Pool Offer Caps, subject to the Acceptance Priority Levels (as defined
below), to purchase the outstanding Notes listed in the table below.
The Tender Offers have been made pursuant to the terms and conditions set forth in the offer
to purchase dated 31 October 2023 (the "Offer to Purchase"). Terms not defined in this
announcement have the meanings given to them in the Offer to Purchase.
According to information provided by Global Bondholder Services Corporation, the Tender and
Information Agent for the Tender Offers, $9,186,786,000 aggregate principal amount of the
USD Notes, €607,297,000 aggregate principal amount of the EUR Notes and £266,763,000
aggregate principal amount of the GBP Notes were validly tendered prior to or at the Early
Tender Time and not validly withdrawn.
The following table indicates, among other things, the principal amount of Notes validly
tendered as of the Early Tender Time:
ISIN / (if applicable) Outstanding Issuer Acceptance Principal Amount
Title of CUSIP Principal Maturity and Priority Tendered as of Early
Notes(a)(c) Amount Date Offeror Level(b) Tender Time
Pool 1 Tender Offers
Up to the Pool 1 Offer Cap of $1,200,000,000
US03522AAG58/
03522AAG5
3.650% Notes 144A: US03522AAD28/ 1 February ABIWW $1,762,742,000
due 2026 03522AAD2 $3,491,141,000(d) 2026 and ABC 1
Reg S: USU00323AD40/
U00323AD4
2.700% Notes 31 March
due 2026 BE6265142099 €1,000,000,000 2026 AB InBev 2 €325,270,000
Pool 2 Tender Offers
Up to the Pool 2 Offer Cap of $3,000,000,000 less the aggregate purchase price (excluding accrued and unpaid interest) payable for
the Pool 1 Notes validly tendered and accepted for purchase in the Pool 1 Tender Offers
3.750% Notes US03523TBQ04/ $121,129,000
due 2042 03523TBQ0 $471,193,000 15 July 2042 ABIWW 1
2.850% Notes
due 2037 BE6295395956 £411,263,000 25 May 2037 AB InBev 2 £163,183,000
4.000% Notes US035242AB27/ 17 January $63,745,000
due 2043 035242AB2 $404,435,000 2043 ABIFI 3
4.600% Notes US035240AU42/ $149,943,000
due 2060 035240AU4 $496,643,000 1 June 2060 ABIWW 4
4.500% Notes US035240AT78/ $464,873,000
due 2050 035240AT7 $1,566,899,000 1 June 2050 ABIWW 5
4.600% Notes US035240AN09/ $1,393,685,000
due 2048 035240AN0 $2,178,598,000 15 April 2048 ABIWW 6
4.750% Notes US035240AP56/ $239,557,000
due 2058 035240AP5 $980,693,000 15 April 2058 ABIWW 7
4.350% Notes US035240AS95/ $575,559,000
due 2040 035240AS9 $1,000,000,000 1 June 2040 ABIWW 8
4.625% Notes US03524BAF31/ 1 February $224,983,000
due 2044 03524BAF3 $850,000,000 2044 ABIFI 9
2.000% Notes 23 January
due 2035 BE6301511034 €750,000,000 2035 AB InBev 10 €73,343,000
4.375% Notes US035240AM26/ 15 April $699,126,000
due 2038 035240AM2 $1,500,000,000 2038 ABIWW 11
US03522AAJ97/
03522AAJ9
144A:
US03522AAF75/
4.900% Notes 03522AAF7 1 February ABIWW $2,628,770,000
due 2046 $9,542,514,000(e) 2046 and ABC 12
Reg S:
USU00323AF97/
U00323AF9
4.900% Notes US035242AN64/ 1 February $207,861,000
due 2046 035242AN6 $1,457,486,000 2046 ABIFI 13
1.650% Notes
due 2031 BE6312822628 €1,000,000,000 28 March 2031 AB InBev 14 €208,684,000
2.250% Notes
due 2029 BE6295393936 £336,755,000 24 May 2029 AB InBev 15 £103,580,000
3.500% Notes US035240AV25/ $654,813,000
due 2030 035240AV2 $1,750,000,000 1 June 2030 ABIWW 16
(a) The offers with respect to the 3.650% Notes due 2026 issued by ABC and ABIWW, the 3.650% Notes due
2026 issued by ABC and ABIWW (144A / Reg S) and the 2.700% Notes due 2026 issued by AB InBev (collectively,
the "Pool 1 Notes") are subject to the "Pool 1 Offer Cap" of $1,200,000,000, representing the maximum aggregate
purchase price payable, excluding accrued and unpaid interest, in respect of the Pool 1 Notes that may be
purchased (the "Pool 1 Tender Offers") and subject to the Aggregate Offer Cap (as defined below) not being
exceeded. The offers with respect to the 3.750% Notes due 2042 issued by ABIWW, the 2.850% Notes due 2037
issued by AB InBev, the 4.000% Notes due 2043 issued by ABIFI, the 4.600% Notes due 2060 and the 4.500%
Notes due 2050 issued by ABIWW, the 4.600% Notes due 2048, the 4.750% Notes due 2058 and the 4.350%
Notes due 2040 issued by ABIWW, the 4.625% Notes due 2044 issued by ABIFI, the 2.000% Notes due 2035
issued by AB InBev, the 4.375% Notes due 2038 issued by ABIWW, the 4.900% Notes due 2046 issued by ABC
and ABIWW, the 4.900% Notes due 2046 issued by ABC and ABIWW (144A / Reg S), the 4.900% Notes due
2046 issued by ABIFI, the 1.650% Notes due 2031 and the 2.250% Notes due 2029 issued by AB InBev and the
3.500% Notes due 2030 issued by ABIWW (collectively, the "Pool 2 Notes", and together with the Pool 1 Notes,
the "Notes") are subject to the "Pool 2 Offer Cap" (and together with the Pool 1 Offer Cap, the "Pool Offer Caps")
of $3,000,000,000 less the aggregate purchase price (excluding accrued and unpaid interest) payable for the Pool
1 Notes validly tendered and accepted for purchase in the Pool 1 Tender Offers, representing the maximum
aggregate purchase price payable, excluding accrued and unpaid interest, in respect of the Pool 2 Notes that may
be purchased (the "Pool 2 Tender Offers, and together with the Pool 1 Tender Offers, the "Tender Offers"). The
Tender Offers are subject to an "Aggregate Offer Cap" equal to an aggregate purchase price (excluding accrued
and unpaid interest) of up to $3,000,000,000, subject to the terms and conditions described in the Offer to
Purchase.
(b) We will accept Notes in each of the Tender Offers in the order of their respective Acceptance Priority Level
specified in the table above (each, an "Acceptance Priority Level," with "1" being the highest Acceptance Priority
Level and "2" being the lowest Acceptance Priority Level in the case of the Pool 1 Tender Offers, and "1" being
the highest Acceptance Priority Level and "16" being the lowest Acceptance Priority Level in the case of the Pool
2 Tender Offers), subject to the terms and conditions described in the Offer to Purchase.
(c) The GBP Notes and the EUR Notes are fully and unconditionally guaranteed by ABC, ABIFI, ABIWW,
Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV (the "Guarantors"). The USD Notes are fully and
unconditionally guaranteed by AB InBev and certain of its direct and indirect subsidiaries.
(d) The $3,491,141,000 aggregate outstanding principal amount of 3.650% Notes due 2026 issued by
ABIWW and ABC consists of (i) $3,335,820,000 outstanding principal amount of 3.650% Notes due 2026 issued
by ABIWW and ABC (US03522AAG58/03522AAG5) and (ii) $155,321,000 outstanding principal amount of
3.650% Notes due 2026 issued by ABIWW and ABC (144A: US03522AAD28/03522AAD2 & Reg S:
USU00323AD40/U00323AD4).
(e) The $9,542,514,000 aggregate outstanding principal amount of 4.900% Notes due 2046 issued by
ABIWW and ABC consists of (i) $9,518,964,000 outstanding principal amount of 4.900% Notes due 2046 issued
by ABIWW and ABC (US03522AAJ97/ 03522AAJ9) and (ii) $23,550,000 outstanding principal amount of 4.900%
Notes due 2046 issued by ABIWW and ABC (144A: US03522AAF75/ 03522AAF7 & Reg S: USU00323AF97/
U00323AF9).
The pricing of the Total Consideration for each series of Notes is expected to occur at or about
9:30 a.m., New York City time (2:30 p.m., London time), on Wednesday, 15 November 2023
(the "Price Determination Time"). The Companies will announce, amongst other things, how
many Notes of each series will be accepted for purchase, according to the Acceptance Priority
Levels and the applicable Pool Offer Cap, promptly following the Price Determination Time.
The Tender Offers are subject to the satisfaction of certain conditions, as set forth in the Offer
to Purchase.
English, Dutch and French versions of this press release will be available on www.ab-
inbev.com.
The Lead Dealer Managers for the Tender Offers (in respect of the Tender Offers as
made to Relevant Holders (as defined below) only) are:
BofA Securities, Inc. Citigroup Global Markets Inc. Deutsche Bank Aktiengesellschaft
620 S Tryon Street, 20th Floor 388 Greenwich Street, Trading 4th Mainzer Landstra?e 11-17
Charlotte Floor 60329 Frankfurt am Main
North Carolina 28255 New York, New York 10013 Germany
United States of America United States of America Tel: +44 20 7545 8011
Attention: Liability Management Attention: Liability Management
Group Group
Collect: (980) 387-3907 Collect: (212) 723-6106
Toll-Free: (888) 292-0070 Toll-Free: (800) 558-3745
Email: debt_advisory@bofa.com Email:
ny.liabilitymanagement@citi.com
In Europe:
Telephone: +33 1 877 01057
Email: DG.LM-EMEA@bofa.com
Deutsche Bank J.P. Morgan SE J.P. Morgan Securities Santander US Capital
Securities Inc. LLC Markets LLC
1 Columbus Circle Taunustor 1 383 Madison Avenue 437 Madison Avenue
New York, NY 10019 (TaunusTurm) New York, NY 10179 10th Floor
United States of America 60310 Frankfurt am Main United States of America New York, NY 10022
Germany United States of America
Attn: Liability Management Attn: Liability
Group Attn: Liability Management Management Group Attention: Liability
Toll free: (866) 627-0391 Group Collect: (212) 834-4818 Management Group
Collect: (212) 250-2955 Collect: +44 20 7134 2468 Toll-Free: (866) 834-4666 Fax: 212-407-0930
Email: Toll: 212-940-1442
Liability_Management_EM Toll-Free: 855-404-3636
EA@jpmorgan.com Email:
AmericasLM@santander.us
Barclays Bank PLC & BNP Paribas Securities Corp. ING Bank N.V.
Barclays Capital Inc.
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
Tender Offer Website: https://gbsc-usa.com/registration/abi
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 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 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 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 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 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 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
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 Tender Offers made to Holders that are
not Relevant Holders, where "Relevant Holders" means:
(i) a Holder of the USD Notes; or
(ii) 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.
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 that the Holder 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 Fallon Buckelew
Tel: +1 212 573 9287 Tel: +1 310 592 6319
E-mail: shaun.fullalove@ab-inbev.com E-mail: fallon.buckelew@ab-inbev.com
Maria Glukhova Michaël Cloots
Tel: +32 16 276 888 Tel: +32 497 167 183
E-mail: maria.glukhova@ab-inbev.com E-mail: michael.cloots@ab-inbev.com
Cyrus Nentin
Tel: +1 646 746 9673
E-mail: cyrus.nentin@ab-inbev.com
Fixed Income Investors
Patrick Ryan
Tel: +1 646 746 9667
E-mail: patrick.ryan@ab-inbev.com
15 November 2023
JSE Sponsor: Questco Corporate Advisory Proprietary Limited
About Anheuser-Busch InBev (AB InBev)
AB 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®, Michelob ULTRA® and Stella Artois®; multi-country brands Beck's®, Hoegaarden® and Leffe®; 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 167,000 colleagues based in nearly 50 countries worldwide. For 2022, AB InBev's reported revenue was 57.8
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 risks and uncertainties relating to AB
InBev that are described under Item 3.D of AB InBev's Annual Report on Form 20-F filed with the SEC on 17 March 2023. Many of these risks
and uncertainties are, and will be, exacerbated by any further worsening of the global business and economic environment, the ongoing conflict
in Russia and Ukraine and the Middle East and the COVID-19 pandemic. 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: 15-11-2023 10:03:00
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