Anheuser-Busch gives pricing, early results of 18 tender offers

By Marisa Wong

Los Angeles, Nov. 15 – 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. announced on Wednesday the early results and pricing of its 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. 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 offers started on Oct. 31.

The 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.

As of the early tender time, holders had tendered $9,186,786,000 aggregate principal amount of dollar notes, €607,297,000 aggregate principal amount of euro notes and £266,763,000 aggregate principal amount of sterling notes, according to an early Wednesday press release.

According to a press release published later in the day, the aggregate purchase price for the pool 1 tender offers as of the early tender time is $1,199,999,327.17, and the aggregate purchase price for the pool 2 tender offers as of the early tender time is $1,800,000,328.99.

Because the $3 billion aggregate offer cap has been reached, the company does not expect to accept for purchase any notes tendered after the early tender time.

Pool 1

Early results for the pool 1 series, listed in order of acceptance priority, are as follows:

• $1,236,641,000 will be purchased of the $1,762,742,000 tendered of the $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. at $970.37 per $1,000 principal amount, calculated based on the 4.625% U.S. Treasury due Oct. 15, 2026 and a fixed spread of 45 basis points; and

• None of the €325.27 million tendered of the €1 billion outstanding 2.7% notes due March 31, 2026 (ISIN: BE6265142099) issued by Anheuser-Busch. Pricing was to be based on the 2026 interpolated mid-swap rate and a fixed spread of negative 5 bps.

The companies will accept the 3.65% notes due 2026 using a proration factor of 70.3%. The aggregate purchase price for the accepted early tendered pool 1 notes is $1,199,999,327.17.

Pool 2

Based on the amount payable for the pool 1 notes, the pool 2 offer cap was set at $1,800,000,672.83, which is equal to $3 billion less the pool 1 aggregate purchase price.

Early results for the pool 2 series, listed in order of acceptance priority, are as follows:

• All $121,129,000 tendered of the $471,193,000 outstanding 3.75% notes due July 15, 2042 (ISIN: US03523TBQ04) issued by Anheuser-Busch InBev Worldwide will be purchased at $789.36 per $1,000 principal amount, calculated based on the 4.375% U.S. Treasury due Aug. 15, 2043 and a fixed spread of 72 bps;

• All £163,183,000 tendered of the £900 million 2.85% notes due May 25, 2037 (ISIN: BE6295395956) issued by Anheuser-Busch, of which £411,263,000 was outstanding, will be purchased at £788.18 per £1,000 principal amount, calculated based on the 1.75% U.K. Treasury due Sept. 7, 2037 and a fixed spread of 54 bps.

• All $63,745,000 tendered of the $404,435,000 outstanding 4% notes due Jan. 17, 2043 (ISIN: US035242AB27) issued by Anheuser-Busch InBev Finance will be purchased at $805.16 per $1,000 principal amount, calculated based on the 4.375% U.S. Treasury due Aug. 15, 2043 and a fixed spread of 82 bps;

• All $149,943,000 tendered of the $496,643,000 outstanding 4.6% notes due June 1, 2060 (ISIN: US035240AU42) issued by Anheuser-Busch InBev Worldwide will be purchased at $842.11 per $1,000 principal amount, calculated based on the 3.625% U.S. Treasury due May 15, 2053 and a fixed spread of 94 bps;

• All $464,873,000 tendered of the $1,566,899,000 outstanding 4.5% notes due June 1, 2050 (ISIN: US035240AT78) issued by Anheuser-Busch InBev Worldwide will be purchased at $848.68 per $1,000 principal amount, calculated based on the 3.625% U.S. Treasury due May 15, 2053 and a fixed spread of 92 bps;

• $1,123,895,000 will be purchased of the $1,393,685,000 tendered of the $2,178,598,000 outstanding 4.6% notes due April 15, 2048 (ISIN: US035240AN09) issued by Anheuser-Busch InBev Worldwide at $865.13 per $1,000 principal amount, calculated based on the 3.625% U.S. Treasury due May 15, 2053 and a fixed spread of 94 bps;

• None of the $239,557,000 tendered of the $980,693,000 outstanding 4.75% notes due April 15, 2058 (ISIN: US035240AP56) issued by Anheuser-Busch InBev Worldwide. Pricing was to have been based on the 3.625% U.S. Treasury due May 15, 2053 and a fixed spread of 99 bps;

• None of the $575,559,000 tendered of the $1 billion outstanding 4.35% notes due June 1, 2040 (ISIN: US035240AS95) issued by Anheuser-Busch InBev Worldwide. Pricing was to have been based on the 4.375% U.S. Treasury due Aug. 15, 2043 and a fixed spread of 83 bps;

• None of the $224,983,000 tendered of the $850 million outstanding 4.625% notes due Feb. 1, 2044 (ISIN: US03524BAF31) issued by Anheuser-Busch InBev Finance. Pricing was to have been based on the 4.375% U.S. Treasury due Aug. 15, 2043 and a fixed spread of 91 bps;

• None of the €73,343,000 tendered of the €750 million outstanding 2% notes due Jan. 23, 2035 (ISIN: BE6301511034) issued by Anheuser-Busch. Pricing was to have been based on the 2035 interpolated mid-swap rate and a fixed spread of 50 bps;

• None of the $699,126,000 tendered of the $1.5 billion outstanding 4.375% notes due April 15, 2038 (ISIN: US035240AM26) issued by Anheuser-Busch InBev Worldwide. Pricing was to have been based on the 3.875% U.S. Treasury due Aug. 15, 2033 and a fixed spread of 116 bps;

• None of the $2,628,770,000 tendered of the $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. Pricing was to have been based on the 4.375% U.S. Treasury due Aug. 15, 2043 and a fixed spread of 98 bps;

• None of the $207,861,000 tendered of the $1,457,486,000 outstanding 4.9% notes due Feb. 1, 2046 (ISIN: US035242AN64) issued by Anheuser-Busch InBev Finance. Pricing was to have been based on the 4.375% U.S. Treasury due Aug. 15, 2043 and a fixed spread of 98 bps;

• None of the €208,684,000 tendered of the €1 billion outstanding 1.65% notes due March 28, 2031 (ISIN: BE6312822628) issued by Anheuser-Busch. Pricing was to have been based on the 2031 interpolated mid-swap rate and a fixed spread of 37 bps;

• None of the £103.58 million tendered of the £700 million 2.25% notes due May 24, 2029 (ISIN: BE6295393936) issued by Anheuser-Busch, of which £336,755,000 is outstanding. Pricing was to have been based on the 0.5% U.K. Treasury due Jan. 31, 2029 and a fixed spread of 34 bps; and

• None of the $654,813,000 tendered of the $1.75 billion outstanding 3.5% notes due June 1, 2030 (ISIN: US035240AV25) issued by Anheuser-Busch InBev Worldwide. Pricing was to have been based on the 3.875% U.S. Treasury due Aug. 15, 2033 and a fixed spread of 73 bps.

In sum, the companies will accept for purchase all of the early tendered 3.75% notes due 2042, 2.85% notes due 2037, 4% notes due 2043, 4.6% notes due 2060 and 4.5% notes due 2050. The companies will accept for purchase $1,123,895,000 aggregate principal amount of the early tendered 4.6% notes due 2048 using a proration factor of about 80.67%.

Details

The total consideration includes 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.

The company will also pay accrued interest.

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.

Tenders may no longer be withdrawn as of the early tender time at 5 p.m. ET on Nov. 14.

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

Early settlement was expected to be on Nov. 17; however, the companies have decided not to exercise their right to have an early settlement date. Settlement for all notes tendered and accepted for purchase is expected to occur on Dec. 5.

The offers are still set to expire at 5 p.m. ET on Nov. 30, but the companies do not expect to accept any further tenders.

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.

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