Anheuser-Busch gives results of exchange for seven SABMiller series

By Susanna Moon

Chicago, Dec. 14 – Anheuser-Busch InBev SA/NV obtained the needed consents to amend seven series of notes related to the exchange offer that ran until 11:59 p.m. ET on Dec. 13.

As announced Nov. 14, the company was offering 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.

Holders had tendered the following notes for exchange:

• $626,658,000, or 89.52%, of the $700 million of 6.5% notes due 2018 issued by SABMiller, unchanged as of the early deadline at 5 p.m. ET on Nov. 29;

• $640.84 million , or 85.45%, of the $750 million of 2.2% notes due 2018 issued by SABMiller Holdings and guaranteed by SABMiller, compared with early tenders for $639,715,000, or 85.3%, of the notes;

• $309,155,000, or 88.33%, of the $350 million of floating-rate notes due 2018 issued by SABMiller Holdings and guaranteed by SABMiller, compared with early tenders for $307,655,000, or 87.9%, of the notes;

• $2,350,467,000, or 94.02%, of the $2.5 billion of 3.75% notes due 2022 issued by SABMiller Holdings and guaranteed by SABMiller, compared with early tenders for $2,336,267,000, or 93.45%, of the notes;

• $298.3 million, or 99.43%, of the $300 million of 6.625% notes due August 2033 issued by SABMiller and guaranteed by SABMiller Holdings, unchanged as of the early deadline;

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

• $1,490,330,000, or 99.36%, of the $1.5 billion of 4.95% notes due 2042 issued by SABMiller Holdings and guaranteed by SABMiller, compared with early tenders for $1,488,530,000, or 99.24%, of the notes.

Anheuser-Busch InBev Worldwide Inc. was offering $1,000 of new notes plus $1.00 in cash for each $1,000 principal amount tendered by the early participation date. The total exchange amount includes an early tender premium of $30.00 for each $1,000 principal amount.

Holders who tendered 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.

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

In connection with the exchange, AB InBev was 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.

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 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).

Consent bid

The company said on Dec. 8 that subsidiary SABMiller Holdings secured the needed consents to amend €1 billion of 1.875% notes due January 2020 guaranteed by SABMiller.

At the meeting Dec. 8 in London, SABMiller received consent instructions from holders of 81.05% of the outstanding principal amount. Of the votes cast, 99.3% of holders agreed to approve the proposed amendments to the note terms.

The consent solicitation ended at 5 a.m. ET on Dec. 5.

The new issuer was 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 previous 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.

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

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).

In addition to the exchange offers, the company had begun a consent solicitation and exchange offer for one series of securities governed by the laws of the State of Victoria, Australia, in which holders were 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 was 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.

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

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