Anheuser-Busch offers to buy notes from 18 dollar, euro, sterling series for up to $3 billion

By Marisa Wong

Los Angeles, Oct. 31 – Anheuser-Busch InBev SA/NV and its wholly owned subsidiaries Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch Cos. LLC and Anheuser-Busch InBev Finance Inc. have begun separate cash tender offers for up to $3 billion aggregate purchase price. The companies are offering to purchase their notes from 13 dollar-denominated series, three euro-denominated series and two sterling-denominated series, according to a Tuesday press release.

The five series of sterling- and euro-denominated notes are fully and unconditionally guaranteed by Anheuser-Busch Cos., Anheuser-Busch InBev Finance, Anheuser-Busch InBev Worldwide, Brandbev Sarl, Brandbrew SA and Cobrew NV.

The tender offers are divided into two pools. Pool 1 has an offer cap of $1.2 billion, and pool 2 has an offer cap equal to $3 billion less the aggregate purchase price (excluding accrued interest) payable for pool 1 notes tendered and accepted for purchase.

Pool 1

Pool 1 covers the following series, listed in order of acceptance priority:

• $3,491,141,000 outstanding 3.65% notes due Feb. 1, 2026 (ISIN: US03522AAG58, US03522AAD28, USU00323AD40) issued by Anheuser-Busch InBev Worldwide and Anheuser-Busch Cos., with pricing to be based on the 4.625% U.S. Treasury due Oct. 15, 2026 and a fixed spread of 45 basis points; and

• €1 billion outstanding 2.7% notes due March 31, 2026 (ISIN: BE6265142099) issued by Anheuser-Busch, with pricing to be based on the 2026 interpolated mid-swap rate and a fixed spread of negative 5 bps.

Pool 2

Pool 2 covers the following series, listed in order of acceptance priority:

• $471,193,000 outstanding 3.75% notes due July 15, 2042 (ISIN: US03523TBQ04) issued by Anheuser-Busch InBev Worldwide, with pricing to be based on the 4.375% U.S. Treasury due Aug. 15, 2043 and a fixed spread of 72 bps;

• £900 million 2.85% notes due May 25, 2037 (ISIN: BE6295395956) issued by Anheuser-Busch, of which £411,263,000 is outstanding, with pricing to be based on the 1.75% U.K. Treasury due Sept. 7, 2037 and a fixed spread of 54 bps;

• $404,435,000 outstanding 4% notes due Jan. 17, 2043 (ISIN: US035242AB27) issued by Anheuser-Busch InBev Finance, with pricing to be based on the 4.375% U.S. Treasury due Aug. 15, 2043 and a fixed spread of 82 bps;

• $496,643,000 outstanding 4.6% notes due June 1, 2060 (ISIN: US035240AU42) issued by Anheuser-Busch InBev Worldwide, with pricing to be based on the 3.625% U.S. Treasury due May 15, 2053 and a fixed spread of 94 bps;

• $1,566,899,000 outstanding 4.5% notes due June 1, 2050 (ISIN: US035240AT78) issued by Anheuser-Busch InBev Worldwide, with pricing to be based on the 3.625% U.S. Treasury due May 15, 2053 and a fixed spread of 92 bps;

• $2,178,598,000 outstanding 4.6% notes due April 15, 2048 (ISIN: US035240AN09) issued by Anheuser-Busch InBev Worldwide, with pricing to be based on the 3.625% U.S. Treasury due May 15, 2053 and a fixed spread of 94 bps;

• $980,693,000 outstanding 4.75% notes due April 15, 2058 (ISIN: US035240AP56) issued by Anheuser-Busch InBev Worldwide, with pricing to be based on the 3.625% U.S. Treasury due May 15, 2053 and a fixed spread of 99 bps;

• $1 billion outstanding 4.35% notes due June 1, 2040 (ISIN: US035240AS95) issued by Anheuser-Busch InBev Worldwide, with pricing to be based on the 4.375% U.S. Treasury due Aug. 15, 2043 and a fixed spread of 83 bps;

• $850 million outstanding 4.625% notes due Feb. 1, 2044 (ISIN: US03524BAF31) issued by Anheuser-Busch InBev Finance, with pricing to be based on the 4.375% U.S. Treasury due Aug. 15, 2043 and a fixed spread of 91 bps;

• €750 million outstanding 2% notes due Jan. 23, 2035 (ISIN: BE6301511034) issued by Anheuser-Busch, with pricing to be based on the 2035 interpolated mid-swap rate and a fixed spread of 50 bps;

• $1.5 billion outstanding 4.375% notes due April 15, 2038 (ISIN: US035240AM26) issued by Anheuser-Busch InBev Worldwide, with pricing to be based on the 3.875% U.S. Treasury due Aug. 15, 2033 and a fixed spread of 116 bps;

• $9,542,514,000 outstanding 4.9% notes due Feb. 1, 2046 (ISIN: US03522AAJ97, US03522AAF75, USU00323AF97) issued by Anheuser-Busch InBev Worldwide and Anheuser-Busch Cos., with pricing to be based on the 4.375% U.S. Treasury due Aug. 15, 2043 and a fixed spread of 98 bps;

• $1,457,486,000 outstanding 4.9% notes due Feb. 1, 2046 (ISIN: US035242AN64) issued by Anheuser-Busch InBev Finance, with pricing to be based on the 4.375% U.S. Treasury due Aug. 15, 2043 and a fixed spread of 98 bps;

• €1 billion outstanding 1.65% notes due March 28, 2031 (ISIN: BE6312822628) issued by Anheuser-Busch, with pricing to be based on the 2031 interpolated mid-swap rate and a fixed spread of 37 bps;

• £700 million 2.25% notes due May 24, 2029 (ISIN: BE6295393936) issued by Anheuser-Busch, of which £336,755,000 is outstanding, with pricing to be based on the 0.5% U.K. Treasury due Jan. 31, 2029 and a fixed spread of 34 bps; and

• $1.75 billion outstanding 3.5% notes due June 1, 2030 (ISIN: US035240AV25) issued by Anheuser-Busch InBev Worldwide, with pricing to be based on the 3.875% U.S. Treasury due Aug. 15, 2033 and a fixed spread of 73 bps.

Details

The total consideration will include an early tender payment of $30, €30 or £30 per $1,000, €1,000 or £1,000 principal amount, as applicable, of notes tendered by the early tender time and accepted for purchase.

Holders tendering after the early deadline will only be eligible to receive the tender offer consideration, which is the total consideration less the early tender payment.

The company will also pay accrued interest.

Tenders may be subject to proration.

The purchase of any series of notes is not conditioned upon the purchase of any other series of notes. Any notes tendered and accepted for purchase will be purchased based on the applicable pool offer cap and the aggregate offer cap and the acceptance priority levels within each of the pools.

The early tender time is 5 p.m. ET on Nov. 14, which is also the withdrawal deadline.

Pricing will be determined at or around 9:30 a.m. ET on Nov. 15.

Early settlement is expected to be on Nov. 17.

The offers will expire at 5 p.m. ET on Nov. 30.

Final settlement is expected to occur on Dec. 5.

The lead dealer managers for the tender offers are BofA Securities, Inc. (980 387-3907, 888 292-0070, debt_advisory@bofa.com; +33 1 87 70 10 57, DG.LM-EMEA@bofa.com), Citigroup Global Markets Inc. (212 723-6106, 800 558-3745, ny.liabilitymanagement@citi.com), Deutsche Bank AG (+44 20 7545 8011), Deutsche Bank Securities Inc. (866 627-0391, 212 250-2955), J.P. Morgan SE (+44 20 7134 2468, Liability_Management_EMEA@jpmorgan.com), J.P. Morgan Securities LLC (212 834-4818, 866 834-4666), Santander US Capital Markets LLC (fax 212 407-0930, 212 940-1442, 855 404-3636, AmericasLM@santander.us), Barclays Bank plc and Barclays, BNP Paribas Securities Corp. and ING Bank NV.

The tender and information agent for the offers is Global Bondholders Services Corp. (212 430-3774 for banks and brokers, 855 654-2014 for all others; fax 212 430-3775 or 212 430-3779; contact@gbsc-usa.com; https://gbsc-usa.com/registration/abi).

The parent drink and brewing company is based in Leuven, Belgium.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.