Wrap Text
AB InBev Announces Early Results of Cash Tender Offers
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")
AB InBev Announces Early Results of Cash Tender Offers for up to USD 2 Billion Aggregate Purchase
Price of Three Series of USD Notes
Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB)
(JSE: ANH) today announced the early results of offers by 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 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ABC, the "Companies") to purchase for cash any validly tendered (and not validly withdrawn)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 USD 2 billion (such amount, the "Aggregate Offer Cap") of three series of USD
notes (the "Notes") issued by the Companies, across the Pool 1 Tender Offer and the Pool 2
Tender Offers, each with a separate Pool Offer Cap, as described in the table below (the
"Tender Offers").
In addition, the Companies intend to accept the aggregate principal amount of the Pool 1
Notes listed in the table below that were validly tendered (and not validly withdrawn) prior to
or at the Early Tender Time in the Pool 1 Tender Offer. To permit the acceptance of such
tendered Pool 1 Notes, the Companies have exercised their previously disclosed discretion to
increase the amount available for the aggregate purchase price for Notes that may be
purchased (excluding accrued and unpaid interest) in the Pool 1 Tender Offer to the amount
(excluding accrued and unpaid interest) sufficient to allow the purchase of $1,320,963,000
aggregate principal amount of Pool 1 Notes representing all of the Pool 1 Notes validly
tendered (and not validly withdrawn) prior to or at the Early Tender Time (such amount, the
"Pool 1 Offer Cap").
As announced on 13 May 2025, 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 upon the terms and subject to the conditions set forth in
the offer to purchase dated 13 May 2025 (the "Offer to Purchase"). Except for the increase in
the Pool 1 Offer Cap described in this press release, the terms and conditions of the Tender
Offers set forth in the Offer to Purchase remain unchanged. 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, $1,814,938,000 aggregate principal amount of
the 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:
Outstanding Issuer Acceptance Principal Amount
Title of ISIN / CUSIP Principal Maturity and Priority Tendered as of Early
Notes(c) Amount Date Offeror Level(b) Tender Time
Pool 1 Tender Offer
Up to the Pool 1 Offer Cap of approximately $1,337,500,000(a)
4.750%
US035240AQ30/ 23 January $1,320,963,000
Notes due $4,250,000,000 ABIWW 1
035240AQ3 2029
2029
Pool 2 Tender Offers
Up to the Pool 2 Offer Cap of $2,000,000,000 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 Offer(a)
US03522AAJ97/
03522AAJ9
144A:
4.900% US03522AAF75/
03522AAF7 1 February ABIWW $327,451,000
Notes due $9,160,220,000(d) 1
2046 and ABC
2046 Reg S:
USU00323AF97/
U00323AF9
4.900%
US035242AN64/ 1 February
Notes due $1,457,486,000 ABIFI 2 $166,524,000
035242AN6 2046
2046
(a) The offer with respect to the 4.750% Notes due 2029 issued by ABIWW (the "Pool 1 Notes") is subject
to the "Pool 1 Offer Cap" of approximately $1,337,500,000, representing the amount, excluding accrued and
unpaid interest, sufficient to allow the purchase of $1,320,963,000 aggregate principal amount of Pool 1 Notes
representing all of the Pool 1 Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender
Time and 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 Offer") and subject to the Aggregate Offer Cap (as
defined below) not being exceeded. The offers with respect to the 4.900% Notes due 2046 issued by ABIWW
and ABC, the 4.900% Notes due 2046 issued by ABIWW and ABC (144A / Reg S) and the 4.900% Notes due
2046 issued by ABIFI (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
$2,000,000,000 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 Offer, 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 Offer, 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 $2,000,000,000, subject to the terms and conditions described
in the Offer to Purchase.
(b) We will accept Notes in the Pool 2 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), subject to the terms and conditions described
in the Offer to Purchase.
(c) The Notes are fully and unconditionally guaranteed by AB InBev and certain of its direct and indirect
subsidiaries.
(d) The $9,160,220,000 aggregate outstanding principal amount of 4.900% Notes due 2046 issued by
ABIWW and ABC consists of (i) $9,136,739,000 outstanding principal amount of 4.900% Notes due 2046 issued
by ABIWW and ABC (US03522AAJ97/03522AAJ9) and (ii) $23,481,000 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, on Wednesday, 28 May 2025 (the "Price
Determination Time"). The applicable Total Consideration for each series of Notes will be
determined taking into account the maturity date or the par call date, as applicable, in
accordance with standard market practice and as described in the Offer to Purchase. 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 are:
BofA Securities Deutsche Bank J.P. Morgan Santander US Capital
Securities Inc. Securities LLC Markets LLC
620 S Tryon Street,
20th Floor 1 Columbus Circle 383 Madison Avenue 437 Madison Avenue
Charlotte New York, NY 10019 New York, NY 10179 10th Floor
North Carolina 28255 United States of United States of America New York, NY 10022
United States of America America United States of America
Attention: Liability
Attention: Liability Management Management Group Attention: Liability Management
Attn: Liability
Group Collect: (212) 834-4818 Group
Management Group
Collect: (980) 387-3907 Toll free: (866) 627-
Toll-Free: (866) 834- Fax: (212) 407-0930
Toll-Free: (888) 292-0070 0391 4666 Toll: (212) 940-1442
Email: Collect: (212) 250- Toll-Free: (855) 404-3636
debt_advisory@bofa.com 2955 Email:
AmericasLM@santander.us
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 (as amended, 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 and may only be acted upon by: (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 (as amended,
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
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 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.
AB InBev Contacts
Investors Media
Shaun Fullalove Media Relations
E-mail: shaun.fullalove@ab-inbev.com E-mail: media.relations@ab-inbev.com
Ekaterina Baillie
E-mail: ekaterina.baillie@ab-inbev.com
Cyrus Nentin
E-mail: cyrus.nentin@ab-inbev.com
Fixed Income Investors
Patrick Ryan
E-mail: patrick.ryan@ab-inbev.com
28 May 2025
JSE Sponsor: Questco Corporate Advisory Proprietary Limited
About AB InBev
Anheuser-Busch 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®, Stella Artois® and Michelob ULTRA®; 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 144 000 colleagues based in nearly 50 countries worldwide. For 2024, AB InBev's
reported revenue was 59.8 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 12 March 2025. Many of these risks and uncertainties are, and will be, exacerbated by any further worsening of the global
business and economic environment, including as a result of foreign currency exchange rate fluctuations and ongoing geopolitical conflicts.
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: 28-05-2025 02:51:00
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