Wrap Text
AB InBev Announces Pricing of Cash Tender Offers for up to USD 2.5 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")
AB InBev Announces Pricing of Cash Tender
Offers for up to USD 2.5 Billion Aggregate
Purchase Price of Three Series of EUR Notes
and Two Series of USD Notes
3 April 2024 – Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE:
ANH) today announced the pricing of offers by AB InBev and its wholly-owned subsidiaries Anheuser-Busch InBev
Worldwide Inc. ("ABIWW") and Anheuser-Busch Companies, LLC ("ABC", and together with AB InBev 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ABIWW, the "Companies") to purchase for cash any validly tendered (and not validly withdrawn) and accepted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 $2.5 billion (such amount, the
"Offer Cap") of (i) three series of EUR notes issued by AB InBev (collectively, the "EUR Notes") and (ii) one series
of USD notes issued by ABIWW and ABC and one series of USD notes issued by ABIWW (collectively, the "USD
Notes", and together with the EUR Notes, the "Notes") as described in the table below (the "Tender Offers").
The Companies announced the pricing as set forth in the table below of its offers to purchase the outstanding
Notes listed below.
As announced on 19 March 2024 and on the date hereof, the Companies will spend up to $2.5 billion combined
aggregate purchase price (excluding accrued and unpaid interest) in the Tender Offers. Because the Offer Cap
has been reached, the Companies do not expect to accept for purchase any Notes tendered after 5:00 p.m., New
York City time, on 2 April 2024 (the "Early Tender Time").
The Tender Offers have been made pursuant to the terms and conditions set forth in the offer to purchase, dated
19 March 2024 (the "Offer to Purchase"). Terms not defined in this announcement have the meanings given to
them in the Offer to Purchase.
Notes Listed Below Up to the Offer Cap of $2,500,000,000
Reference
Security / Fixed
ISIN / (if applicable) Issuer Principal Interpolated Spread
Title of CUSIP Maturity and Acceptance Amount to be Mid-Swap (basis Reference Total Pro-Ration
Notes Date Offeror Priority Level Purchased Rate points) Yield Consideration(a) Factor
US03522AAG58/
03522AAG5
3.650%
Notes 144A: ABIWW UST 4.625%
due US03522AAD28/ February 1, and due February 4.764%
2026 03522AAD2 2026 ABC 1 $947,454,000 28, 2026 15 $978.71 N/A
Reg S:
USU00323AD40/
U00323AD4
2.700%
Notes 2026
due March 31, AB €384,840,000 Interpolated 3.186% €992.26 N/A
2026 BE6265142099 2026 InBev 2 Mid-Swap Rate -7
2.125%
Notes 2027
due December AB €212,102,000 Interpolated 2.855% €973.54 N/A
2027 BE6320934266 2, 2027 InBev 3 Mid-Swap Rate 5
4.000%
Notes UST 4.250%
due US035240AL43/ April 13, due February
2028 035240AL4 2028 ABIWW 4 $868,070,000 28, 2029 30 4.387% $975.34 N/A
2.000%
Notes 2028
due March 17, AB €88,534,000 Interpolated 2.818% €964.80 28.359%
2028 BE6285455497 2028 InBev 5 Mid-Swap Rate 15
Total aggregate purchase price for the Tender Offers as of the Early Tender Time: $2,499,999,274.29 (b)
(a) Per $1,000 or €1,000 in principal amount, as applicable, of Notes validly tendered and accepted for purchase
prior to the Early Tender Time. The Reference Yield and the Total Consideration for each series of Notes were
determined at 9:00 a.m., New York City time (2:00 p.m., London time), on Wednesday, 3 April 2024 (the "Price
Determination Time"), as described in the Offer to Purchase. The Total Consideration includes the Early
Tender Payment of (i) $30 per $1,000 in principal amount of USD Notes or (ii) €30 per €1,000 in principal
amount of EUR Notes, as applicable.
(b) The applicable exchange rate used to convert the aggregate purchase price for the EUR Notes validly
tendered into U.S. Dollars is 1.07760, corresponding to the applicable exchange rate on the Bloomberg screen
page "BFIX EURUSD" at the Price Determination Time.
The settlement date for all Notes validly tendered and accepted for purchase is expected to be on 22 April 2024
(the "Settlement Date"). Holders will also receive accrued and unpaid interest on the Notes validly tendered and
accepted for purchase from the applicable last interest payment date up to, but not including, the Settlement Date.
As previously announced, according to information provided by Global Bondholder Services Corporation, the
Tender and Information Agent for the Tender Offers, $1,815,524,000 aggregate principal amount of the USD Notes
and €909,747,000 aggregate principal amount of the EUR Notes were validly tendered prior to or at the Early
Tender Time and not validly withdrawn.
Because the aggregate purchase price (excluding accrued and unpaid interest) for the aggregate principal amount
of Notes validly tendered prior to or at the Early Tender Time and not validly withdrawn would exceed the Offer
Cap, the Companies will not accept for purchase all Notes that have been tendered by the Early Tender Time.
The Companies will accept for purchase all of the 3.650% Notes due 2026, 2.700% Notes due 2026, 2.125%
Notes due 2027 and 4.000% Notes due 2028 validly tendered and not validly withdrawn as of the Early Tender
Time. The Companies will accept for purchase €88,534,000 aggregate principal amount of the 2.000% Notes due
2028 validly tendered and not validly withdrawn as of the Early Tender Time on a prorated basis as described in
the Offer to Purchase (as defined below), using a proration factor of 28.359%. Any 2.000% Notes due 2028 not
accepted for purchase will be unblocked in the relevant direct participant's clearing system account following the
Settlement Date.
Holders of the Notes who tendered at or before the Early Tender Time and whose Notes were accepted for
purchase are eligible to receive the Total Consideration.
The Tender Offers will expire at 5:00 p.m., New York City time, on 17 April 2024 (such time and date, the
"Expiration Time"), or any other date and time to which the Companies extend the applicable Tender Offer.
Because the Offer Cap has been reached, the Companies do not expect to accept for purchase any Notes
tendered after the Early Tender Time.
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 Deutsche Bank Deutsche Bank J.P. Morgan SE J.P. Morgan
Aktiengesellschaft Securities Securities LLC
620 S Tryon Street,
20th Floor Mainzer LandstraBe 1 Columbus Circle Taunustor 1 383 Madison
Charlotte 11-17 New York, NY 10019 (TaunusTurm) Avenue
North Carolina 60329 Frankfurt am United States of 60310 Frankfurt am New York, NY 10179
28255 Main America Main United States of
United States of Germany Attn: Liability Germany America
America Tel: +44 20 7545 Management Group Attn: Liability Attn: Liability
8011 Toll free: (866) 627- Management Management Group
Attention: Liability 0391 Collect: +44 20 7134 Collect: (212) 834-
Management Group Collect: (212) 250- 2468 4045
Collect: (980) 387- 2955 Email: Toll-Free: (866) 834-
3907 Liability_Manageme 4666
Toll-Free: (888) nt_EMEA@jpmorga
292-0070 n.com
Email:
debt_advisory@bof
a.com
In Europe:
Telephone: +33 1
877 01057
Email: DG.LM-
EMEA@bofa.com
Mizuho Securities Europe GmbH Mizuho Securities USA LLC SMBC Bank EU AG
Taunustor 1 1271 Avenue of the Americas Neue Mainzer Str. 52-58
60310 Frankfurt am Main New York, New York 10020 60311 Frankfurt am Main
Germany Attention: Liability Management Germany
Attention: Liability Management Group
Telephone: +34 91 790 7559 Collect: +1 (212) 205-7736 Attn: Liability Management
Toll Free: +1 (866) 271-7403 Toll Free:+1 (866) 271-7403 Telephone: +49 69 2222 9 8481
Email: Email:
liabilitymanagement@uk.mizuho- liability.management@smbcnikko-
sc.com cm.com
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 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 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.
AB InBev Contacts
Investors Media
Shaun Fullalove Media Relations
Tel: +1 212 573 9287 E-mail: media.relations@ab-inbev.com
E-mail: shaun.fullalove@ab-inbev.com
Ekaterina Baillie
Tel: +32 16 276 888
E-mail: ekaterina.baillie@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
4 April 2024
JSE Sponsor: Questco Corporate Advisory Proprietary Limited
About Anheuser-Busch InBev (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 155,000 colleagues based in nearly 50 countries worldwide. For 2023, AB InBev's
reported revenue was 59.4 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 11 March 2024. Many of these risks and uncertainties are, and will be, exacerbated by any further worsening of the global
business and economic environment, the ongoing conflicts in Russia and Ukraine and in the Middle East, including the conflict in the Red
Sea. 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: 04-04-2024 07:05:00
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