Anheuser-Busch offers to trade 10 series of notes for new notes, cash

By Wendy Van Sickle

Columbus, Ohio, March 22 – Anheuser-Busch InBev SA is offering to exchange any and all of 10 series of notes issued by either Anheuser-Busch Cos., LLC (ABC) or Anheuser-Busch InBev Worldwide Inc. (ABIWW) for a combination of new notes and, for some series, cash.

The new notes will be issued by ABIWW, will mature on Oct. 6, 2048 and will bear interest at an annual rate equal to the bid-side yield on the 2.875% U.S. Treasury security due Nov. 15, 2046 at 11 a.m. ET on April 4 plus 145 basis points.

For each series of notes, the company is offering $1,000 of new notes plus a premium to be paid entirely in new notes for some series and a combination of new notes and cash for some series.

The following notes will be accepted for exchange with pricing to be determined at 11 a.m. ET on April 4:

• $200 million of 7.55% debentures due 2030 issued by ABC with pricing to be set using the 2.25% U.S. Treasury note due Feb. 15, 2027 plus 133 bps and the cash payment to equal 30% of premium;

• $200 million of 6.8% debentures due 2031 issued by ABC with pricing to be set using the 2.25% U.S. Treasury note due Feb. 15, 2027 plus 133 bps and cash payment to equal 40% of premium;

• $300 million of 6.8% debentures due 2032 issued by ABC with pricing to be set using the 2.25% U.S. Treasury note due Feb. 15, 2027 plus 135 bps and cash payment to equal 25% of premium;

• $300 million of 5.95% debentures due 2033 issued by ABC with pricing to be set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 100 bps and cash payment to equal 40% of premium;

• $300 million of 5.75% debentures due 2036 issued by ABC with pricing to be set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 108 bps and no cash payment;

• $500 million of 6.45% debentures due 2037 issued by ABC with pricing to be set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 110 bps and no cash payment;

• $500 million of 6.375% notes due 2040 issued by ABIWW with pricing to be set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 120 bps and no cash payment;

• $250 million of 6% debentures due 2041 issued by ABC with pricing to be set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 125 bps and cash payment to equal 5% of premium;

• $250 million of 6.5% debentures due 2042 issued by ABC with pricing to be set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 125 bps and cash payment to equal 5% of premium; and

• $300 million of 6.5% debentures due 2043 issued by ABC with pricing to be set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 125 bps and no cash payment.

In each case, Anheuser-Busch will also pay an early participation premium of $30 in new notes for each $1,000 principal amount of notes tendered by 5 p.m. ET on April 4.

The exchange offers will expire at 11:59 p.m. ET on April 18.

The company will also pay in cash all or a portion of accrued interest on existing tendered notes to, but excluding, the settlement date.

Tendered notes may be withdrawn through 5 p.m. ET on April 4.

New notes will be issued in minimum denominations of $1,000.

The exchange agent and information agent is Global Bondholder Services Corp. (212 430-3774, 866 470-3900 or contact@gbsc-usa.com).

Anheuser-Busch is a beer maker based in St. Louis.

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