Anheuser-Busch gives early results, partial pricing of tender offer for 14 series

By Wendy Van Sickle

Columbus, Ohio, Dec. 1 – Anheuser-Busch InBev SA/NV announced the early results of a capped tender offer for up to $3.5 billion aggregate purchase price for 12 series of dollar notes and two series of sterling notes, according to a press release.

The company also announced pricing of the sterling notes in a filing with the London Stock Exchange.

The purchase price does not include unpaid interest.

The company said at launch that if the early tenders exceeded the offer cap, it expected to increase the offer by an additional $500 million.

On Thursday, the company reported that $7,274,315,000 aggregate principal amount of the dollar notes and £851,982,000 of the sterling notes were tendered by the early tender time.

Securities

Listed by priority level, the company received the following early tenders, with the total considerations listed for the sterling notes per £1,000 principal amount

• £488,737,000 of the £900 million outstanding 2.85% notes due May 25, 2032 issued by Anheuser-Busch InBev SA/NV for £824.44, based on the 1.75% U.K. Treasury due Sept. 7, 2037 and a 100 basis points fixed spread;

• $528,807,000 of the $1 billion outstanding 3.75% notes due July 15, 2042 issued by Anheuser-Busch InBev Worldwide Inc. (ISIN: US03523TBQ04) with pricing to be based on the 3.375% U.S. Treasury due Aug. 15, 2042 and a 108 bps fixed spread;

• $345,565,000 of the $750 million outstanding 4% notes due Jan. 17, 2043 issued by Anheuser-Busch InBev Finance Inc. (ISIN: US035242AB27) with pricing to be based on the 3.75% U.S. Treasury due Aug. 15, 2042 and a 112 bps fixed spread;

• $503,357,000 of the $1 billion outstanding 4.6% notes due June 1, 2060 issued by Anheuser-Busch InBev Worldwide (ISIN: US035240AU42) with pricing to be based on the 3% U.S. Treasury due Aug. 15, 2052 and a 132 bps fixed spread;

• £363,245,000 of the £700 million outstanding 2.25% notes due May 24, 2029 issued by Anheuser-Busch InBev SA/NV (ISIN: BE6295393936) for £883.55 based on the 0.5% U.K. Treasury due Jan. 31, 2029 and a 105 bps fixed spread;

• $683,101,000 of the $2.25 billion outstanding 4.5% notes due June 1, 2050 issued by Anheuser-Busch InBev Worldwide (ISIN: US035240AT78) with pricing to be based on the 3% U.S. Treasury due Aug. 15, 2052 and a 128 bps fixed spread;

• $519,307,000 of the $1.5 billion outstanding 4.75% notes due April 15, 2058 issued by Anheuser-Busch InBev Worldwide (ISIN: US035240AP56) with pricing to be based on the 3% U.S. Treasury due Aug. 15, 2052 and a 142 bps fixed spread;

• $1,174,130,000 of the $2.5 billion outstanding 4.6% notes due April 15, 2048 issued by Anheuser-Busch InBev Worldwide (ISIN: US035240AN09) with pricing to be based on the 3% U.S. Treasury due Aug. 15, 2052 and a 130 bps fixed spread;

• $427,518,000 of the $1 billion outstanding 4.35% notes due June 1, 2040 issued by Anheuser-Busch InBev Worldwide (ISIN: US035240AS95) with pricing to be based on the 3.375% U.S. Treasury due Aug. 15, 2042 and a 105 bps fixed spread;

• $249,203,000 of the $850 million outstanding 4.625% notes due Feb. 1, 2044 issued by Anheuser-Busch InBev Finance (ISIN: US03524BAF31) with pricing to be based on the 3.375% U.S. Treasury due Aug. 15, 2042 and a 120 bps fixed spread;

• $706,803,000 of the $1.5 billion outstanding 4.375% notes due April 15, 2038 issued by Anheuser-Busch InBev Worldwide (ISIN: US035240AM26) with pricing to be based on the 3.375% U.S. Treasury due Aug. 15, 2042 and a 108 bps fixed spread;

• $1,833,786,000 of the $9,542,514,000 outstanding 4.9% notes due Feb. 1, 2046 issued by Anheuser-Busch InBev Worldwide and Anheuser-Busch Cos., LLC (ISINs: US03522AAJ97, US03522AAF75, USU00323AF97) and the 4.9% notes due Feb. 1, 2046 issued by ABBW and Anheuser-Busch Cos. (ISINs: US03522AAF75, USU00323AF97) with pricing to be based on the 3% U.S. Treasury due Aug. 15, 2052 and a 148 bps fixed spread; and

• $302,738,000 of the $1,457,486,000 outstanding 4.9% notes due Feb. 1, 2046 issued by Anheuser-Busch InBev Finance (ISIN: US035242AN64) with pricing to be based on the 3% U.S. Treasury due Aug. 15, 2052 and a 148 bps fixed spread.

Early tendering noteholders will receive either a £30 or $30 payment that will not be paid to holders who tender after the early deadline.

Details

The early tender deadline was 5 p.m. ET on Nov. 30, also the withdrawal deadline.

The tender offers will expire at 11:59 p.m. ET on Dec. 14.

Tenders may be prorated.

The lead dealer managers for the offer are Barclays (+44 20 3134 8515, eu.lm@barclays.com), Barclays (212 528-7581, 800 438-3242, us.lm@barclays.com), BNP Paribas Securities Corp. (212 841-3059, 888 210-4358, dl.us.liability.mangement@us.bnpparibas.com), BofA Securities, Inc. (980 387-3907, 888 292-0070, +33 1 87 70 10 57, debt_advisory@bofa.com, DG.LM-EMEA@bofa.com), Deutsche Bank Securities (866 627-0391, 212 250-2955), Deutsche Bank AG (+44 20 7545 8011), J.P. Morgan SE (+44 20 7134 2468, Liability_management_EMEA@jpmorgan.com) and J.P. Morgan Securities LLC (212 834-8553, 866 834-4666).

The co-dealer managers are Citigroup Global Markets Inc. (212 723-6106, 800 558-3745, ny.liabilitymanagement@citi.com), Santander Investment Securities Inc. (212 407-0930, 212 940-1442, 855 404-3636) and Wells Fargo Securities, LLC (704 410-4759, 866 309-6316, +33 1 85 14 06 61, liabilitymanagement@wellsfargo.com).

The tender and information agent is Global Bondholders Services Corp. (212 430-3774, 855 654-2014, 212 430-3779, contact@gbsc-usa.com).

The beer brewer is based in Leuven, Belgium.

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