Anheuser-Busch InBev prices tender offer for 12 series of notes

By Marisa Wong

Morgantown, W.Va., Jan. 25 – Anheuser-Busch InBev SA/NV announced it priced its tender offers for up to $16.5 billion aggregate purchase price of 12 series of notes.

Earlier on Friday, the company announced that holders had tendered $16,326,085,000 of notes as of the early tender deadline of 5 p.m. ET on Jan. 24.

The company said on Jan. 10 that wholly owned subsidiaries Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch Cos., LLC and Anheuser-Busch InBev Finance Inc. were offering to purchase the notes for an aggregate purchase price of $11 billion, excluding accrued interest, until 11:59 p.m. ET on Feb. 7.

Later that day on Jan. 10, the company increased the offer cap to $16.5 billion after Anheuser-Busch InBev Worldwide priced $15.5 billion of fixed-rate notes in six tranches.

The tender offers are organized across five pools, each with a cap that may be adjusted if at least one of the pools is undersubscribed and another is oversubscribed, according to the previous announcement.

According to the latest announcement, the 2022, 2023 and 2024 pool offer caps were not reached as of the early tender time, but the 2021 and 2026 pool offer caps were exceeded. As a result, the pool offer caps were reallocated as follows: $2,908,715,604 for the 2021 pool, $2,597,501,582 for the 2022 pool, $3,574,104,075 for the 2023 pool, $1,720,654,250 for the 2024 pool and $5,699,024,491 for the 2026 pool.

Tendered notes may no longer be withdrawn.

The total purchase price per $1,000 principal amount is fixed at $1,013.75 for the floating-rate notes due 2021 and $982.50 per $1,000 principal amount of floating-rate notes due 2024.

Pricing for the other 10 series of notes was set at 11 a.m. ET on Jan. 25 using a reference security plus a fixed spread for a total purchase price that includes an early premium of $30 for each $1,000 principal amount of notes tendered by the early deadline.

Holders also will receive accrued interest up to but excluding the settlement date.

2021 pool offer

In the 2021 pool offer, the company is offering to pay up to $2,908,715,604 to purchase the following series, with notes listed in order of priority acceptance levels, with pricing for each $1,000 principal amount and with the amount tendered as of the early tender time:

• $4,967,588,000 2.65% notes due 2021 with pricing set using the 2.5% Treasury note due Dec. 31, 2020 plus 50 basis points for a total purchase price of $991.60. The amount to be purchased is $2,518,521,000;

• $500 million floating-rate notes due 2021 for a total purchase price of $1,013.75. The amount to be purchased is $189,204,000; and

• $500 million 4.375% notes due 2021 with pricing set using the 2.5% Treasury note due Dec. 31, 2020 plus 60 bps for a total purchase price of $1,022.86. The amount to be purchased is $214,638,000.

As of pricing, the total purchase price for the 2021 pool is $2,908,715,603.28.

2022 pool offer

In the 2022 pool offer, the company is offering to pay up to $2,597,501,582 to purchase the following series, with notes listed in order of priority acceptance levels, with pricing for each $1,000 principal amount set using the 2.5% Treasury note due Jan. 15, 2022 plus a fixed spread and with the amount tendered:

• $2,350,039,000 of 3.75% notes due 2022 with pricing set using a spread of 85 bps for a total purchase price of $1,009.07. The amount to be purchased is $1,100,543,000; and

• $3 billion 2.5% notes due 2022 with pricing set using a spread of 90 bps for a total purchase price of $968.86. The amount to be purchased is $1,294,777,000.

As of pricing, the total purchase price for the 2022 pool is $2,364,982,569.23.

2023 pool offer

In the 2023 pool offer, the company is offering to pay up to $3,574,104,075 to purchase the following series, with notes listed in order of priority acceptance levels, with pricing for each $1,000 principal amount set using the 2.625% Treasury note due Dec. 31, 2023 plus a fixed spread and with the amount to be purchased:

• $1.25 billion 2.625% notes due 2023 with pricing set using a spread of 105 bps for a total purchase price of $963.21. The amount to be purchased is $605.57 million; and

• $6 billion 3.3% notes due 2023 with pricing set using a spread of 105 bps for a total purchase price of $987.63. The amount to be purchased is $2,881,902,000.

As of pricing, the total purchase price for the 2023 pool is $3,429,543,951.96.

2024 pool offer

In the 2024 pool offer, the company is offering to pay up to $1,720,654,250 to purchase the following series, with notes listed in order of priority acceptance levels, with pricing for each $1,000 principal amount and with the amount to be purchased:

• $500 million floating-rate notes due 2024 for a total purchase price of $982.50. The amount to be purchased is $264,859,000;

• $1.5 billion 3.5% notes due 2024 with pricing set using the 2.625% Treasury note due Dec. 31, 2023 plus 115 bps for a total purchase price of $989.42. The amount to be purchased is $845,575,000; and

• $1.4 billion 3.7% notes due 2024 with pricing set using the 2.625% Treasury note due Dec. 31, 2023 plus 120 bps for a total purchase price of $996.08. The amount to be purchased is $534,789,000.

As of pricing, the total purchase price for the 2024 pool is $1,629,545,411.12.

2026 pool offer

In the 2026 pool offer, the company is offering to pay up to $5,699,024,491 to purchase the following series, with notes listed in order of priority acceptance levels, with pricing for each $1,000 principal amount set using the 3.125% Treasury note due Nov. 15, 2028 plus a fixed spread of 140 bps and with the amount tendered:

• $2,444,837,000 3.65% notes due 2026 for a total purchase price of $969.93. The amount to be purchased is $811,685,000; and

• $8,555,163,000 3.65% notes due 2026 for a total purchase price of $969.93. The amount to be purchased is $5,064,022,000.

As of pricing, the total purchase price for the 2026 pool is $5,699,024,490.51.

The issuers have not chosen to settle early tenders on an early settlement date. The settlement date for all tendered notes will be Feb. 11.

The dealer managers are Barclays (212 528-7581 or 800 438-3242), BofA Merrill Lynch (980 683-3215 or 888 292-0070) and Deutsche Bank Securities (212 250-2955 or 866 627-0391). The tender and information agent is Global Bondholders Services Corp. (212 430-3774, 866 470-3800, fax 212 430-3775 or 212 430-3779).

The issuer is a brewery based in Leuven, Belgium.

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