Anheuser-Busch InBev announces early results in SABMiller exchange

New York, Nov. 30 – Anheuser-Busch InBev announced the early results in its offer to exchange seven series of notes issued by SABMiller Ltd., formerly SABMiller plc, SABMiller Holdings Inc. or FBG Finance Pty. Ltd., formerly FBG Finance Ltd.

In the exchange, Anheuser-Busch InBev Worldwide Inc. is offering $1,000 of new notes plus $1.00 in cash for each $1,000 principal amount tendered by 5 p.m. ET on Nov. 29, the early participation date.

Holders tendered notes as follows:

• $626,658,000, or 89.52%, of the $700 million of 6.5% notes due 2018 issued by SABMiller Ltd.;

• $639,715,000, or 85.30%, of the $750 million of 2.2% notes due 2018 issued by SABMiller Holdings Inc. and guaranteed by SABMiller Ltd.;

• $307,655,000, or 87.90%, of the $350 million of floating-rate notes due 2018 issued by SABMiller Holdings Inc. and guaranteed by SABMiller Ltd.;

• $2,336,267,000, or 93.45%, of the $2.5 billion of 3.75% notes due 2022 issued by SABMiller Holdings Inc. and guaranteed by SABMiller Ltd.

• $298.3 million, or 99.43%, of the $300 million of 6.625% notes due August 2033 issued by SABMiller Ltd. and guaranteed by SABMiller Holdings Inc.;

• All $300 million of the 5.875% notes due 2035 issued by FBG Finance Pty Ltd., formerly FBG Finance Ltd., guaranteed by Foster's Group Pty. Ltd., formerly Foster's Group Ltd.; and

• $1,488,530,000, or 99.24%, of the $1.5 billion of 4.95% notes due 2042 issued by SABMiller Holdings Inc. and guaranteed by SABMiller Ltd.

The exchange will remain open until 11:59 p.m. ET on Dec. 13.

Anheuser-Busch said in a news release that a registration statement for the new notes has been filed with the Securities and Exchange Commission but not yet declared effective.

As announced on Nov. 14, the total exchange amount includes an early tender premium of $30.00 for each $1,000 principal amount.

Holders who tender their notes for exchange after the early deadline will receive $970 principal amount of AB InBev notes plus $1.00 in cash for each $1,000 principal amount.

The new notes will have the same coupon and maturity date as the notes tendered for exchange.

In connection with the exchange, AB InBev is also soliciting consents to eliminate substantially all of the restrictive covenants as well as some events of default due to the acceleration of some other debt and certain decrees or judgments being entered against members of the AB InBev Group or their assets, according to a company announcement.

The proposed amendments have less restrictive terms and afford reduced protections to the holders compared with those of the current fiscal and paying agency agreements and indenture. Specifically, holders of the SABMiller notes under the amended fiscal and paying agency agreements and indenture will no longer receive annual, half-yearly and other reports from SABMiller, the company noted.

The company will pay no accrued interest in the exchange; however, interest on the AB InBev notes will accrue from and including the most recent interest payment date of the tendered SABMiller notes.

The principal amount of AB InBev notes will be rounded down to the nearest whole multiple of $1,000, with any remainder paid in cash.

The dealer managers are BofA Merrill Lynch (888 292-0070 or 980 683-3215), Citigroup Global Markets, Inc. (800 558-3745 or 212 723-6106) and Deutsche Bank Securities Inc. (866 627-0391 or 212 250-2955). The exchange agent and information agent is Global Bondholder Services Corp. (212 430-3774, 866 470-3900 or contact@gbsc-usa.com).

Another consent bid

Anheuser-Busch InBev SA/NV also said subsidiary SABMiller Holdings Inc. is soliciting consents to amend the €1 billion of 1.875% notes due January 2020 issued by SABMiller Holdings Inc. and guaranteed by SABMiller Ltd., formerly known as SABMiller plc.

The new issuer is asking for consents to ensure that holders are “treated on a consistent basis with holders of notes issued by the new issuer, which will be pari passu with the new issuer's other unsecured and unsubordinated debt securities, to simplify its capital structure and to centralize the new issuer's reporting obligations under its various debt instruments,” according to a separate company announcement.

To do this, the issuer is being substituted with the new issuer, the guarantor structure is being amended and the note terms are being replaced with the new conditions, which are aligned with those of the existing euro medium note program of the new issuer.

The company explained that the guarantor merged with the new issuer on Oct. 10, with a reorganization that followed.

The AB InBev Group is also “conducting concurrent liability management exercises” for other debt issued by members of the SABMiller Group.

In addition to the exchange offers, the company began a consent solicitation and exchange offer for one series of securities governed by the laws of the State of Victoria, Australia, in which holders are being asked to approve the exchange of their securities for securities issued under a new Australian medium-term notes program, which will be guaranteed by the new issuer.

The company is asking holders to consent to the substitution of the issuer and to agree to release and waive all rights, claims or entitlements against the guarantor and to amend the notes to align the terms with the position under the existing euro medium-term note program of the new issuer.

If the proposals are approved, the new issuer will assume all of the obligations of the issuer and the guarantor structure will be amended as set out in the new conditions of the notes under the deed poll beginning Jan. 20, 2017.

The consent fee will be 0.1% for holders who submitted consent instructions in favor of the amendment by noon ET on Nov. 25, the early instruction date.

The consent solicitation will end at 5 a.m. ET on Dec. 5.

The company will hold a meeting at 5 a.m. ET on Dec. 8 in London to ask for approval to amend the notes.

The solicitation agents are Citigroup Global Markets Ltd. (+44 20 7986 8969 or liabilitymanagement.europe@citi.com), Deutsche Bank AG, London Branch (+44 20 7545 8011 or liability.management@db.com) and Merrill Lynch International (+44 20 7996 5420 or DG.LM_EMEA@baml.com). The tabulation agent is Lucid Issuer Services Ltd. (+44 20 7704 0880 or ab-inbev@lucid-is.com).

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

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