Tender Offer Early Results

Anheuser-Busch InBev SA/NV

15 November 2023

 

15 November 2023

ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES EARLY RESULTS OF ITS GBP/EUR TENDER OFFERS

On 31 October 2023, Anheuser-Busch InBev SA/NV (the "GBP/EUR Offeror") launched separate invitations to holders of its outstanding £700,000,000 2.250% Notes due 2029 (ISIN: BE6295393936) (of which £336,755,000 is outstanding) and £900,000,000 2.850% Notes due 2037 (ISIN: BE6295395956) (of which £411,263,000 is outstanding) (together, the "GBP Notes") and €1,000,000,000 2.700% Notes due 2026 (ISIN: BE6265142099), €1,000,000,000 1.650% Notes due 2031 (ISIN: BE6312822628) and €750,000,000 2.000% Notes due 2035 (ISIN: BE6301511034) (the "EUR Notes") to tender such GBP Notes or EUR Notes for purchase by the GBP/EUR Offeror for cash subject to the Aggregate Offer Cap, the applicable Pool Offer Cap and the relevant Acceptance Priority Levels (each as defined below) (each such invitation a "GBP/EUR Tender Offer" and, together, the "GBP/EUR Tender Offers" and, together with the US Tender Offers (as defined in the Offer to Purchase (as defined below)), the "Tender Offers"). The Tender Offers were made on the terms and subject to the conditions contained in the offer to purchase dated 31 October 2023 (the "Offer to Purchase") and are subject to the offer restrictions set out below and as more fully described in the Offer to Purchase. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase.

The GBP/EUR Offeror hereby informs Noteholders of the non-binding indicative results of the GBP/EUR Tender Offers. According to information provided by Global Bondholder Services Corporation, the Tender and Information Agent for the GBP/EUR Tender Offers, based on valid GBP/EUR Tender Instructions received and not withdrawn as at the Early Tender Time, £266,763,000 in aggregate principal amount of GBP Notes and €607,297,000 in aggregate principal amount of EUR Notes had been validly tendered pursuant to the GBP/EUR Tender Offers.

Summary of the GBP/EUR Tender Offers

The results as at the Early Tender Time of the GBP/EUR Offeror's offer to purchase for cash the outstanding GBP Notes and EUR Notes listed below subject to the Aggregate Offer Cap and the applicable Pool Offer Cap⁽¹⁾:

Title of Notes(3)	Principal Amount Outstanding	ISIN	Maturity Date	Acceptance Priority Level(2)	Principal Amount Tendered as of Early Tender Time
Pool 1 Tender Offers Up to the Pool 1 Offer Cap of $1,200,000,000
2.700% Notes due 2026	€1,000,000,000	BE6265142099	31 March 2026	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 Interest) payable for the Pool 1 Notes validly tendered and accepted for purchase in the Pool 1 Tender Offers
2.850% Notes due 2037	£411,263,000	BE6295395956	25 May 2037	2	£163,183,000
2.000% Notes due 2035	€750,000,000	BE6301511034	23 January 2035	10	€73,343,000
1.650% Notes due 2031	€1,000,000,000	BE6312822628	28 March 2031	14	€208,684,000
2.250% Notes due 2029	£336,755,000	BE6295393936	24 May 2029	15	£103,580,000

Notes:

⁽¹⁾ The offers with respect to 2.700% Notes due 2026 and the other notes listed as "Pool 1 Notes" in the Offer to Purchase which are subject to the US Tender Offers (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 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 2.850% Notes due 2037, the 2.000% Notes due 2035, the 1.650% Notes due 2031 and the 2.250% Notes due 2029 and the other notes listed as "Pool 2 Notes" in the Offer to Purchase which are subject to the US Tender Offers (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 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 Interest, in respect of the Pool 2 Notes that may be purchased (the "Pool 2 Tender Offers"). The Tender Offers are subject to an "Aggregate Offer Cap" equal to an aggregate purchase price (excluding Accrued Interest) of up to $3,000,000,000, subject to the terms and conditions described in the Offer to Purchase.

⁽²⁾ We will accept Notes in each of the Tender Offers in the order of their respective Acceptance Priority Level specified in the Offer to Purchase (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.

⁽³⁾ The GBP Notes and the EUR Notes are fully and unconditionally guaranteed by Anheuser-Busch Companies LLC, Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev Worldwide Inc., Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV (the "Guarantors").

The GBP/EUR Offeror indicatively intends (i) in respect of the Pool 1 Notes, not to accept for purchase any of the €1,000,000,000 2.700% Notes due 2026 (ISIN: BE6265142099), and (ii) in respect of the Pool 2 Notes, to accept for purchase all of the £900,000,000 2.850% Notes due 2037 (ISIN: BE6295395956) (of which £411,263,000 is outstanding) validly tendered as of the Early Tender Time, and none of any of the other series of GBP Notes or EUR Notes in Pool 2.

The pricing of the Total Consideration for each series of Notes is expected to occur at or about 2:30 p.m., London time, on 15 November 2023 (the "Price Determination Time"). The GBP/EUR Offeror will, amongst other things, announce 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 GBP/EUR Tender Offers are subject to the satisfaction of certain conditions, as set forth in the Offer to Purchase.

As announced on 31 October 2023, the Offerors will spend up to the Aggregate Offer Cap and, in respect of each Tender Offer, the applicable Pool Offer Cap, subject to the Acceptance Priority Levels, to purchase the outstanding Notes listed in the table in the Offer to Purchase.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR").

FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY PATRICK RYAN, GLOBAL DIRECTOR (TREASURY) OF THE GBP/EUR OFFEROR.

Further Information

A complete description of the terms and conditions of the GBP/EUR Tender Offers is set out in the Offer to Purchase. Before making a decision with respect to the GBP/EUR Tender Offers, Holders should carefully consider all of the information in the Offer to Purchase.

Barclays Bank PLC, BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Aktiengesellschaft, ING Bank N.V., J.P. Morgan SE and Santander US Capital Markets LLC are the lead dealer managers (the "Lead Dealer Managers" and, together with the dealer managers appointed in respect of the US Tender Offers and any additional dealer managers, the "Dealer Managers") for the GBP/EUR Tender Offers, and Global Bondholder Services Corporation is the tender agent (the "Tender and Information Agent") for the GBP/EUR Tender Offers.

Questions and requests for assistance in connection with the GBP/EUR Tender Offers may be directed by Relevant Holders (as defined below) to BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Aktiengesellschaft, J.P. Morgan SE and Santander US Capital Markets LLC. Requests for additional copies of the Offer to Purchase, or questions or requests for assistance from Holders that are not Relevant Holders, should be directed to the Tender and Information Agent.  Beneficial owners may also contact their Custodian for assistance concerning the Tender Offers.

LEAD DEALER MANAGERS (in respect of the GBP/EUR Tender Offers as made to Relevant Holders (as defined below) only)
BofA Securities, Inc. 620 S Tryon Street, 20th Floor Charlotte North Carolina 28255 United States of America Attn: Liability Management Group Collect: [phone] Toll Free: [phone] Email: [e-mail] In Europe: Telephone: [phone] Email: [e-mail]		Citigroup Global Markets Inc. 388 Greenwich Street, Trading 4th Floor New York, New York 10013 United States of America Attn: Liability Management Group Collect: [phone] Toll Free: [phone] Email: [e-mail]
Deutsche Bank Aktiengesellschaft Mainzer Landstr. 11-17 60329 Frankfurt am Main Germany Attn: Liability Management Group Telephone: [phone]		J.P. Morgan SE Taunustor 1 (TaunusTurm) 60310 Frankfurt am Main Germany Attn: Liability Management Group Telephone: [phone] Email: [e-mail]
Santander US Capital Markets LLC 437 Madison Avenue 10th Floor New York, NY 10022 United States of America Attn: Liability Management Group Fax: [phone] Toll: [phone] Toll Free: [phone] Email: [e-mail]
Barclays Bank PLC	BNP Paribas Securities Corp.		ING Bank N.V.

THE TENDER AND INFORMATION AGENT

Global Bondholder Services Corporation By Facsimile (Eligible Institutions Only): [phone] or [phone] By Mail or Hand: 65 Broadway-Suite 404 New York, New York 10006 Attention: Corporate Actions Banks and Brokers Call Collect: [phone] All Others, Please Call Toll-Free: [phone] By E-mail: [e-mail] Website: https://gbsc-usa.com/registration/abi

None of the Dealer Managers, the Tender and Information Agent, the GBP/EUR Offeror, the Guarantors, nor any director, officer, employee, agent or affiliate of any such person, is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offers, and accordingly none of the Dealer Managers, the Tender and Information Agent, the GBP/EUR Offeror, the Guarantors, nor any director, officer, employee, agent or affiliate of, any such person makes any recommendation whether Holders should tender GBP Notes or EUR Notes in the Tender Offers. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the GBP/EUR Tender Offers, it is recommended that the Holder seek its own financial and legal advice, including as to any tax consequences, from its securities broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

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 GBP/EUR Tender Offers made to Holders that are not Relevant Holders, where "Relevant Holders" means 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.

Offer and Distribution Restrictions

The GBP/EUR Offeror has not filed this announcement or the Offer to Purchase with, and neither this announcement nor the Offer to Purchase has 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 this announcement or the Offer to Purchase, and it is unlawful and may be a criminal offense to make any representation to the contrary. No person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in the Offer to Purchase. Holders must comply with all laws that apply to them in connection with the Offer to Purchase. Holders must also obtain any consents or approvals that they need in order to tender GBP Notes and/or EUR Notes pursuant to the GBP/EUR Tender Offers. None of the GBP/EUR Offeror, the Guarantors, the Dealer Managers or the Tender and Information Agent is responsible for Holders' compliance with these legal requirements.

Neither this announcement nor the Offer to Purchase constitutes an offer to purchase or a solicitation of an offer to sell GBP Notes or EUR Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws. In those jurisdictions where the securities, blue sky or other laws require the GBP/EUR Tender Offers to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the GBP/EUR Tender Offers shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the GBP/EUR Offeror in such jurisdiction (but only to any Holder that is a Relevant Holder). Neither the delivery of the Offer to Purchase nor any purchase of GBP Notes and/or EUR Notes will, under any circumstances, create any implication that the information contained in the Offer to Purchase is current as of any time subsequent to the date of such information.

United Kingdom. The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the GBP/EUR 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 GBP/EUR Offeror 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 GBP/EUR 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 GBP/EUR 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"). Neither this announcement, the Offer to Purchase nor any other documents or materials relating to the GBP/EUR Tender Offers have been or will be submitted for clearance to the Autorité des marchés financiers.

Italy. None of the GBP/EUR Tender Offers, this announcement, the Offer to Purchase or any other documents or materials relating to the GBP/EUR 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 GBP Notes or EUR Notes that are resident or located in Italy can tender their GBP Notes or EUR Notes, as applicable, 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 GBP Notes, the EUR Notes or the Offer to Purchase.

Belgium. Neither this announcement, the Offer to Purchase nor any other documents or materials relating to the GBP/EUR 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 GBP/EUR Tender Offers may not be, and are not being, advertised and the GBP/EUR Tender Offers will not be extended and this announcement, the Offer to Purchase and any other documents or materials relating to the GBP/EUR 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 GBP/EUR 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 GBP/EUR Tender Offers may not be used for any other purpose or disclosed or distributed to any other person in Belgium.

 

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