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ANHEUSER-BUSCH INBEV SA/NV - Anheuser-Busch InBev Announces Redemption of USD 2.97 Billion and EUR 1.75 Billion Notes

Release Date: 30/09/2019 15:45
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Anheuser-Busch InBev Announces Redemption of USD 2.97 Billion and EUR 1.75 Billion 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 Redemption
of USD 2.97 Billion and EUR 1.75 Billion Notes

Brussels, 30 September 2019 -- Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD)
(MEXBOL: ANB) (JSE: ANH) today announced that it and its wholly-owned subsidiaries Anheuser-Busch
InBev Worldwide Inc. (“ABIWW”) and Anheuser-Busch InBev Finance Inc. (“ABIFI”) are exercising their
respective options to redeem the outstanding principal amounts indicated in the table below of the following
series of notes on 29 October 2019 (the “Redemption Date”):


                                               Aggregate Principal
                   Aggregate Principal         Amount to be
    Issuer         Amount Outstanding          Redeemed                Title of Series of Notes     ISIN


    AB InBev       EUR 1,750,000,000           EUR 1,750,000,000       0.625% Notes due 2020        BE6285451454
                                                                       (the "EUR Notes")


    ABIFI          USD 2,449,067,000           USD 2,449,067,000       2.650% Notes due 2021        US035242AJ52
                                                                       (the “ABIFI Notes”)

                                                                       2.500% Notes due 2022
                                                                       (the “ABIWW Notes” and,
                                                                       together with the ABIFI
    ABIWW          USD 1,704,047,000           USD 525,000,000(1)      Notes, the “USD Notes”)      US03523TBP21
                                                                       (the USD Notes together
                                                                       with the EUR Notes, the
                                                                       "Notes")
   (1) ABIWW is electing to partially redeem the ABIWW Notes.


   The EUR Notes will be redeemed in accordance with the Conditions of the EUR Notes in full on the
   Redemption Date at a make-whole price equal to (i) the outstanding principal amount of the EUR Notes; or
   (ii) if higher, the sum, as determined by the Calculation Agent, of the present values of the remaining
   scheduled payments of principal and interest on the EUR Notes to be redeemed (not including any portion
   of such payments of interest accrued to the date of redemption) discounted to the Redemption Date on an
   annual basis (assuming a 360-day year consisting of twelve 30-day months) at the rate per annum equal
   to the equivalent yield to maturity of the CA Selected Bond calculated using a price for the CA Selected
   Bond (expressed as a percentage of its principal amount) equal to the Reference Bond Price for the
   Redemption Date plus 15 basis points (the "EUR Redemption Price"). The EUR Redemption Price will be
   calculated on the third Business Day preceding the Redemption Date. Capitalized terms used in this
   paragraph have the meanings assigned to such terms in the Conditions of the EUR Notes.


   The ABIFI Notes will be redeemed in full on the Redemption Date at a make-whole redemption price equal
   to the greater of (i) 100% of the aggregate principal amount of the ABIFI Notes to be redeemed and (ii) as
   determined by the Independent Investment Banker, the sum of the present values of the remaining
   scheduled payments of principal and interest on the ABIFI Notes to be redeemed as if the Notes matured
   on January 1, 2021 (not including any portion of such payments of interest accrued to the Redemption
   Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
   twelve (12) 30-day months) at the Treasury Rate plus 20 basis points; plus, in each case described above,
   accrued and unpaid interest on the principal amount being redeemed to (but excluding) such Redemption
   Date (in each case, the “ABIFI Redemption Price”). The Treasury Rate will be calculated on the third
   Business Day preceding the Redemption Date. Such redemption is pursuant to the terms of the Indenture,
   dated as of 25 January 2016, by and among ABIFI, AB InBev, the subsidiary guarantors named therein and
   The Bank of New York Mellon Trust Company, N.A., as trustee (the “January 2016 Indenture”), the Second
   Supplemental Indenture thereto, dated as of 25 January 2016 (the “Second Supplemental Indenture”), and
   the terms of the ABIFI Notes. Capitalized terms used in this paragraph have the meanings assigned to such
   terms in the January 2016 Indenture, the Second Supplemental Indenture and the terms of the ABIFI Notes,
   as applicable.


   USD 525,000,000 aggregate principal amount of the ABIWW Notes will be redeemed on the Redemption
   Date at a make-whole redemption price equal to the greater of (i) 100% of the aggregate principal amount
   of the ABIWW Notes to be redeemed; and (ii) as determined by the Independent Investment Banker, the
   sum of the present values of the applicable remaining scheduled payments of principal and interest on the
   ABIWW Notes to be redeemed (not including any portion of such payments of interest accrued to the
   Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year
   consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points; plus, in each case described
   above, accrued and unpaid interest on the principal amount being redeemed to (but excluding) such
   Redemption Date (in each case, the “ABIWW Redemption Price”, and together with the EUR Redemption
   Price and the ABIFI Redemption Price, the "Redemption Price"). The Treasury Rate will be calculated on
   the third Business Day preceding the Redemption Date. Such redemption is pursuant to the terms of the
   Indenture, dated as of 16 October 2009, by and among ABIWW, AB InBev, the subsidiary guarantors
   named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “October 2009
   Indenture”), the Twenty-Seventh Supplemental Indenture thereto, dated as of 16 July 2012 (the “Twenty-
   Seventh Supplemental Indenture”), and the terms of the ABIWW Notes. Capitalized terms used in this
   paragraph have the meanings assigned to such terms in the October 2009 Indenture, the Twenty-Seventh
   Supplemental Indenture and the terms of the ABIWW Notes, as applicable.

   On the Redemption Date, (i) the EUR Notes and the ABIFI Notes will no longer be deemed outstanding, (ii)
   USD 1,179,047,000 principal amount of the ABIWW Notes will remain outstanding, (iii) the Redemption
   Price will become due and payable on the Notes, as applicable, and, (iv) unless AB InBev, ABIWW or ABIFI
   default in making payment of the Redemption Price, interest on the Notes called for redemption shall cease
   to accrue on and after the Redemption Date.

   The trustee and the Domiciliary Agent are transmitting to registered holders of the Notes the notices of
   redemption containing information required by the October 2009 Indenture, the January 2016 Indenture,
   the Twenty-Seventh Supplemental Indenture, the Second Supplemental Indenture, the terms of the ABIWW
   Notes, the terms of the ABIFI Notes and the terms in the Conditions of the EUR Notes, as applicable. For
   the redemption price of the USD Notes, please contact Shannon Matthews at BNY Mellon
   (shannon.matthews@bnymellon.com) and for the EUR Notes please contact BNP Paribas Fortis
   (cmops.securitiesoperations.cb@bnpparibasfortis.com).


   This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor
   will there be any 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.


   English, Dutch and French versions of this press release will be available on www.ab-inbev.com.


   ANHEUSER-BUSCH INBEV CONTACTS

   Investors                                                                 Media

   Lauren Abbott                                                             Pablo Jimenez
   Tel: +1 212 573 9287                                                      Tel: +1 212 284 0158
   E-mail: lauren.abbott@ab-inbev.com                                        E-mail: pablo.jimenez@ab-inbev.com
 
   Mariusz Jamka                                                             Ingvild Van Lysebetten
   Tel: +32 16 276 888                                                       Tel: +32 16 276 608
   E-mail: mariusz.jamka@ab-inbev.com                                        E-mail: ingvild.vanlysebetten@ab-inbev.com

   Jency John                                                                Fallon Buckelew
   Tel: +1 646 746 9673                                                      Tel: +1 310 592 6319
   E-mail: jency.john@ab-inbev.com                                           E-mail: fallon.buckelew@ab-inbev.com

   Fixed Income Investors

   Suma Prasad                                                               Daniel Strothe
   Tel: +1-212-503-2887                                                      Tel: +1-646-746-9667
   E-mail: suma.prasad@ab-inbev.com                                          E-mail: daniel.strothe@ab-inbev.com

   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 175,000 employees based in nearly 50 countries worldwide. For 2018, AB InBev’s reported
   revenue was 54.6 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.
   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 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 22 March 2019. 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.


   30 September 2019
   JSE Sponsor: Questco Corporate Advisory Proprietary Limited



Date: 30/09/2019 03:45:00
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