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ANHEUSER-BUSCH INBEV SA/NV - Anheuser-Busch InBev Announces Results of Cash Tender Offers for Any and All of Three Series of USD Notes

Release Date: 02/07/2020 14:05
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Anheuser-Busch InBev Announces Results of Cash Tender Offers for Any and All of Three Series of USD 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 Results of Cash Tender Offers for Any and All of Three Series of USD Notes


      2 July 2020 – Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB)
      (JSE: ANH) today announced the expiration of offers by its wholly-owned subsidiary Anheuser-Busch InBev
      Finance Inc. (the “Company”) to purchase for cash any and all outstanding notes of three series of notes
      issued by the Company as described in the table below (collectively, the “Notes”) which are validly tendered
      (and not validly withdrawn) and accepted (the “Tender Offers”).

      The Tender Offers have been made upon the terms and subject to the conditions set forth in the offer to
      purchase dated 25 June 2020 (the “Offer to Purchase”). Terms not defined in this announcement have the
      meanings given to them in the Offer to Purchase. All holders of the Notes (“Holders”) were authorized to
      participate in the Tender Offers.

      The Tender Offers expired at 5:00 p.m., New York City time, on 1 July 2020 (the “Expiration Date”). The
      Settlement Date will be promptly following the Expiration Date and is expected to be July 7, 2020.

      According to information provided by Global Bondholder Services Corporation, the tender agent and
      information agent for the Tender Offers, $1,762,589,000 combined aggregate principal amount of the Notes
      were validly tendered prior to or at the Expiration Date and not validly withdrawn. In addition, $2,513,000
      were tendered pursuant to the Guaranteed Delivery Procedures and remain subject to the Holders’
      performance of the delivery requirements under such procedures. The table below provides the aggregate
      principal amount of each series of Notes validly tendered and not validly withdrawn at or prior to the
      Expiration Date.




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            Title of Notes              CUSIP             Tender                 Principal              Principal Amount
                                                                       (a)                     (b)                            (c)
                                                       Consideration         Amount Tendered         Remaining Outstanding




    Floating Rate Notes due 2021     035242 AK2           $1,007.50            $130,330,000               $180,466,000



                                     035242 AA4
       2.625% Notes due 2023                              $1,051.25            $167,350,000               $475,966,000




       3.300% Notes due 2023         035242 AL0           $1,065.00           $1,467,422,000             $1,331,652,000




      (a)   Payable in cash per each $1,000 principal amount of the specified series of Notes validly tendered and not
            validly withdrawn and accepted for purchase.
      (b)   The principal amounts tendered as reflected in the table above include the following aggregate principal amount
            of Notes that may be validly tendered pursuant to Guaranteed Delivery Procedures and accepted for purchase
            pursuant to the Tender Offers: (i) $1,069,000 aggregate principal amount of the Floating Rate Notes due 2021,
            (ii) $341,000 aggregate principal amount of the 2.625% Notes due 2023, and (iii) $1,103,000 aggregate principal
            amount of the 3.300% Notes due 2023.
      (c)   Assumes Notes subject to Holders’ performance under the Guaranteed Delivery Procedures will be validly
            tendered and accepted for purchase pursuant to the Tender Offers.

      The Company expects to accept, on the Settlement Date, all Notes validly tendered and not validly
      withdrawn at or prior to the Expiration Date, including Notes delivered in accordance with the Guaranteed
      Delivery Procedures. Upon the terms and subject to the conditions set forth in the Offer to Purchase,
      Holders who (i) validly tendered and who did not validly withdraw their Notes at or prior to the Expiration
      Date or (ii) delivered a properly completed and duly executed Notice of Guaranteed Delivery and all other
      required documents at or prior to the Expiration Date and who tender their Notes pursuant to the Tender
      Offers at or prior to 5:00 p.m., New York City time, on July 6, 2020 pursuant to the Guaranteed Delivery
      Procedures, and, subject in each case to the tender in the applicable Minimum Authorized Denominations,
      and whose Notes are accepted for purchase by the Company, will receive the applicable Tender
      Consideration specified in the table above. In addition to the applicable Tender Consideration, Holders
      whose Notes are accepted for purchase will be paid accrued and unpaid interest on such Notes to, but not
      including, the Settlement Date. No further interest will be paid to the Holders who tender such Notes,
      including if a record date for an interest payment on such Notes has passed before the Settlement Date.




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      Upon the terms and subject to the conditions set forth in the Offer to Purchase, on the Settlement Date, the
      Company expects to pay an aggregate total consideration of (i) $131,307,475 for the Floating Rate Notes
      due 2021; (ii) $175,926,688 for the 2.625% Notes due 2023; and (iii) $1,562,804,430 for the 3.300% Notes
      due 2023. The actual aggregate total consideration that will be paid on the Settlement Date is subject to
      change based on deliveries under the Guaranteed Delivery Procedures.

                                   The Dealer Managers for the Tender Offers are:

           BofA Securities, Inc.              Deutsche Bank Securities               J.P. Morgan Securities LLC
      620 S. Tryon Street, 20th Floor                60 Wall Street                      383 Madison Avenue
      Charlotte, North Carolina 28255         New York, New York 10005               New York, New York 10179
                      USA                                   USA                                    USA
     Attn: Liability Management Group      Attn: Liability Management Group       Attn: Liability Management Group
         Collect: +1 (704) 560-7937           Collect: +1 (212) 250-2955             Collect: +1 (212) 834-2042
     U.S. Toll-Free: +1 (888) 292-0070     U.S. Toll-Free:+1 (866) 627-0391       U.S. Toll-Free: +1 (866) 834-4666


                       The tender agent and the information agent for the Tender Offers is:

                                       Global Bondholder 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 (866) 470-3900
                                       Fax: +1 (212) 430-3775 or +1 (212) 430-3779
                                              E-mail: contact@gbsc-usa.com

      Non-U.S. Distribution Restrictions

               Italy. None of the Tender Offers, 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 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 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 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


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      and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer
      to Purchaser.

               United Kingdom. The communication of 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 authorized 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 Company 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 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, to the public in the Republic
      of France (other than to Qualified Investors (as defined below)). The Offer to Purchase and any other
      documents or offering material relating to the Tender Offers may not be distributed or caused to be
      distributed to the public in the Republic of France (other than to Qualified Investors (as defined below)).
      Only qualified investors (investisseurs qualifiés) as defined in, and in accordance with, Article 2(e) of the
      Prospectus Regulation, as amended, and Article L. 411-2 of the French Code monétaire et financier, as
      amended from time to time (“Qualified Investors”), are eligible to participate in the Tender Offers. Neither
      the Offer to Purchase nor any other such offering material has been submitted for clearance to the Autorité
      des marchés financiers.

               Belgium. Neither 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 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 from time to time.
      Accordingly, the Offer to Purchase may not be, and is not being, advertised and the Tender Offers will not
      be extended and the Offer to Purchase and any other documents or materials relating to the Tender Offers



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      may not, have not, and will not, be distributed, 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, as referred to in Article 6, §3, of said Belgian Law of April 1, 2007 on public
      takeover bids. 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 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 purchase, a solicitation of an
      offer to purchase or a solicitation of consents with respect to any securities. 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 to 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 Company, the Dealer Managers or their affiliates, their respective boards of directors, the
      Depository, the tender agent, the information agent, the trustee with respect to 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 Company has 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.




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      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 Company, the Dealer
      Managers, the Depository, the tender agent and the information agent to inform themselves about, and to
      observe, any such restrictions.

      Legal Disclaimer
      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”,
      “preparing” 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 effects of the COVID-19 pandemic and uncertainties about its impact and duration and 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 23 March 2020. Many of these risks and uncertainties are, and will be,
      exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result. 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.

      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®, Hoegaarden®, Leffe® and Michelob Ultra®; 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 170,000 employees based in nearly 50 countries worldwide. For 2019, AB InBev’s reported
      revenue was 52.3 billion USD (excluding JVs and associates).




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       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

      Mariya Glukhova                                       Ingvild Van Lysebetten
      Tel: +32 16 276 888                                   Tel: +32 16 276 608
      E-mail: mariya.glukhova@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
      Daniel Strothe
      Tel: +1 646 746 9667
      E-mail: daniel.strothe@ab-inbev.com


      2 July 2020
      Sponsor: Questco Corporate Advisory Proprietary Limited




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Date: 02-07-2020 02:05:00
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