3
April 2024
ANHEUSER-BUSCH INBEV SA/NV
ANNOUNCES EARLY RESULTS OF ITS EUR TENDER OFFERS
On 19 March 2024, Anheuser-Busch InBev
SA/NV (the "EUR
Offeror") launched separate invitations to holders of its
outstanding €1,000,000,000 2.700% Notes due 2026 (ISIN:
BE6265142099), €1,000,000,000 2.125% Notes due 2027 (ISIN:
BE6320934266) and €3,000,000,000 2.000% Notes due 2028 (ISIN:
BE6285455497) (together, the "EUR Notes") to tender such EUR Notes
for purchase by the EUR Offeror for cash subject to the Offer Cap
and the Acceptance Priority Levels (each such invitation a
"EUR Tender Offer" and,
together, the "EUR Tender
Offers" and, together with the US Tender Offers (as defined
in the Offer to Purchase (as defined below)), the "Tender Offers"). The EUR
Tender Offers were made on the terms and subject to the conditions
contained in the offer to purchase dated 19 March 2024 (the
"Offer to Purchase") and
are subject to the offer restrictions set out below and as more
fully described in the Offer to Purchase. Capitalised terms used
and not otherwise defined in this announcement have the meanings
given in the Offer to Purchase.
The EUR Offeror hereby informs Noteholders of
the non-binding indicative results of the EUR Tender Offers.
According to information provided by Global Bondholder Services
Corporation, the Tender and Information Agent for the EUR Tender
Offers, based on valid EUR Tender Instructions received and not
withdrawn as at the Early Tender Time, EUR 909,747,000 in aggregate
principal amount of EUR Notes had been validly tendered pursuant to
the EUR Tender Offers.
Summary of the
EUR Tender Offers
The results as at the Early Tender Time of the
EUR Offeror's offer to purchase for cash the outstanding EUR Notes
listed below subject to the Offer Cap:
|
Principal Amount
Outstanding
|
|
|
Acceptance Priority
Level(1)
|
Principal Amount Tendered as
of Early Tender Time
|
2.700%
Notes due 2026
|
€1,000,000,000
|
BE6265142099
|
31 March
2026
|
2
|
EUR
384,840,000
|
2.125%
Notes due 2027
|
€1,000,000,000
|
BE6320934266
|
2
December 2027
|
3
|
EUR
212,102,000
|
2.000%
Notes due 2028
|
€3,000,000,000
|
BE6285455497
|
17 March
2028
|
5
|
EUR
312,805,000
|
Notes:
(1) We will accept Notes in the order of their respective
Acceptance Priority Level specified in the Offer to Purchase (each,
an "Acceptance Priority
Level" with "1" being the highest Acceptance Priority Level
and "5" being the lowest Acceptance Priority Level), subject to the
terms and conditions described in the Offer to Purchase.
Investors should be aware that $947,454,000 in
aggregate principal amount of the Notes subject to the US Tender
Offers with Acceptance Priority Level 1 were tendered as of the
Early Tender Time and $868,070,000 in aggregate principal amount of
the Notes subject to the US Tender Offers with Acceptance Priority
Level 4 were tendered as of the Early Tender Time.
(2) The EUR Notes are fully and unconditionally guaranteed by
Anheuser-Busch Companies LLC, Anheuser-Busch InBev Worldwide Inc.,
Anheuser-Busch InBev Finance Inc., Brandbev S.Ã r.l., Brandbrew
S.A. and Cobrew NV (the "Guarantors").
The pricing of the Total Consideration for each
series of EUR Notes is expected to occur at or about 9:00 a.m., New
York City time (2:00 p.m., London time), on 3 April 2024 (the
"Price Determination
Time"). The EUR Offeror will, amongst other things, announce
how many EUR Notes of each series will be accepted for purchase,
according to the Acceptance Priority Levels, promptly following the
Price Determination Time.
The EUR Tender Offers are subject to the
satisfaction of certain conditions, as set forth in the Offer to
Purchase, and the EUR Offeror confirms that the Financing Condition
has been satisfied.
As announced on 19 March 2024, the Offerors
will spend up to the Offer Cap, subject to the Acceptance Priority
Levels, to purchase the outstanding Notes listed in the table in
the Offer to Purchase. The Offerors confirm that the Offer Cap
shall be increased by $500,000,000 to $2,500,000,000.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN
THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 ("MAR").
FOR
THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING
REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY PATRICK
RYAN, GLOBAL DIRECTOR (TREASURY) OF THE EUR
OFFEROR.
Further Information
A complete description of the terms and
conditions of the EUR Tender Offers is set out in the Offer to
Purchase. Before making a decision with respect to the EUR Tender
Offers, Holders should carefully consider all of the information in
the Offer to Purchase.
BofA Securities Inc., Deutsche Bank
Aktiengesellschaft, J.P. Morgan SE, Mizuho Securities Europe GmbH
and SMBC Bank EU AG are the lead dealer managers (the
"Lead Dealer Managers" and,
together with the dealer managers appointed in respect of the US
Tender Offers and any additional dealer managers appointed by the
Offerors, the "Dealer
Managers") for the EUR Tender Offers, and Global Bondholder
Services Corporation is the tender agent (the "Tender and Information Agent") for the
EUR Tender Offers.
Questions and requests for assistance in
connection with the EUR Tender Offers may be directed by Relevant
Holders (as defined below) to BofA Securities Inc.,
Deutsche Bank Aktiengesellschaft, J.P. Morgan SE, Mizuho Securities
Europe GmbH and SMBC Bank EU AG. Requests for
additional copies of the Offer to Purchase, or questions or
requests for assistance from Holders that are not Relevant Holders,
should be directed to the Tender and Information Agent. Beneficial
owners may also contact their Custodian for assistance concerning
the Tender Offers.
LEAD DEALER MANAGERS
(in respect of the EUR Tender Offers as
made to Relevant Holders (as defined below) only)
|
BofA Securities, Inc.
620 S Tryon Street,
20th Floor
Charlotte
North Carolina
28255
United States of
America
Attention: Liability
Management Group
Collect: (980)
387-3907
Toll-Free: (888)
292-0070
Email:
debt_advisory@bofa.com
In
Europe:
Telephone: +33 1 877
01057
Email:
DG.LM-EMEA@bofa.com
|
Deutsche Bank
Aktiengesellschaft
Mainzer Landstr. 11-17
60329 Frankfurt am
Main
Germany
Attn: Liability Management Group
Telephone: +44 20
7545 8011
|
|
J.P. Morgan SE
Taunustor
1
(TaunusTurm)
60310
Frankfurt am Main
Germany
Attn:
Liability Management
Collect:
+44 20 7134 2468
Email:
Liability_Management_EMEA@jpmorgan.com
|
Mizuho Securities Europe
GmbH
Taunustor
1
60310
Frankfurt am Main
Germany
Attention: Liability Management
Telephone: +34 91 790 7559
Toll
Free: +1 (866) 271-7403
Email:
liabilitymanagement@uk.mizuho-sc.com
|
|
SMBC Bank EU AG
Neue Mainzer Str.
52-58
60311 Frankfurt am
Main
Germany
Attn: Liability
Management
Telephone: +49 69
2222 9 8481
Email:
liability.management@smbcnikko-cm.com
THE TENDER AND INFORMATION
AGENT
|
Global Bondholder Services
Corporation
By Facsimile (Eligible Institutions
Only):
+1 (212) 430-3775 or
+1 (212) 430-3779
By Mail or Hand:
65 Broadway-Suite
404
New York, New York
10006
Attention: Corporate
Actions
Banks and Brokers
Call Collect: +1 (212) 430-3774
All Others, Please
Call Toll-Free: +1 (855) 654-2014
By E-mail:
contact@gbsc-usa.com
Tender Offer Website:
https://gbsc-usa.com/registration/abi
|
None of the Dealer Managers, the
Tender and Information Agent, the EUR Offeror, the Guarantors, nor
any director, officer, employee, agent or affiliate of any such
person, is acting for any Holder, or will be responsible to any
Holder for providing any protections which would be afforded to its
clients or for providing advice in relation to the Tender Offers,
and accordingly none of the Dealer Managers, the Tender and
Information Agent, the EUR Offeror, the Guarantors, nor any
director, officer, employee, agent or affiliate of, any such person
makes any recommendation whether Holders should tender EUR Notes in
the Tender Offers. If any Holder is in any doubt as to the action
it should take or is unsure of the impact of the EUR Tender Offers,
it is recommended that the Holder seek its own financial and legal
advice, including as to any tax consequences, from its securities
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser.
None of the Dealer Managers (nor any of their
respective directors, officers, employees, agents or affiliates)
has any role in relation to any part of the EUR Tender Offers made
to Holders that are not Relevant Holders, where "Relevant Holders" means a Holder of EUR
Notes that is:
(a) if
resident or located in a member state of the European Union (the
"EU"), an "eligible
counterparty" or a "professional client", each as defined in
Directive No. 2014/65/EU on markets in financial instruments (as
amended from time to time);
(b) if
resident or located in the UK, an "eligible counterparty", as
defined in the FCA Handbook Conduct of Business Sourcebook, or a
"professional client" as defined in point (8) of Article 2(1) of
Regulation (EU) No. 600/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018; or
(c) if
resident or located in a jurisdiction outside of the EU and the UK,
an institutional holder under applicable local law and not a retail
holder.
Offer and Distribution Restrictions
The EUR
Offeror has not filed this announcement or the Offer to Purchase
with, and neither this announcement nor the Offer to Purchase has
been reviewed by, any federal or state securities commission or
regulatory authority of any country. No authority has passed upon
the accuracy or adequacy of this announcement or the Offer to
Purchase, and it is unlawful and may be a criminal offense to make
any representation to the contrary. No person has been authorized
to give any information or to make any representations other than
those contained or incorporated by reference in the Offer to
Purchase. Holders must comply with all laws that apply to them in
connection with the Offer to Purchase. Holders must also obtain any
consents or approvals that they need in order to tender EUR Notes
pursuant to the EUR Tender Offers. None of the EUR Offeror, the
Guarantors, the Dealer Managers or the Tender and Information Agent
is responsible for Holders' compliance with these legal
requirements.
Neither this
announcement nor the Offer to Purchase constitutes an offer to
purchase or a solicitation of an offer to sell EUR Notes in any
jurisdiction in which, or to or from any person to or from whom, it
is unlawful to make such offer or solicitation under applicable
securities or blue sky laws. In those jurisdictions where the
securities, blue sky or other laws require the EUR Tender Offers to
be made by a licensed broker or dealer and any of the Dealer
Managers or any of the Dealer Managers' respective affiliates is
such a licensed broker or dealer in any such jurisdiction, the EUR
Tender Offers shall be deemed to be made by such Dealer Manager or
affiliate, as the case may be, on behalf of the EUR Offeror in such
jurisdiction (but only to any Holder that is a Relevant Holder).
Neither the delivery of the Offer to Purchase nor any purchase of
EUR Notes will, under any circumstances, create any implication
that the information contained in the Offer to Purchase is current
as of any time subsequent to the date of such
information.
United
Kingdom. The communication of this
announcement, the Offer to Purchase and any other documents or
materials relating to the EUR Tender Offers is not being made by
and such documents and/or materials have not been approved by an
"authorised person" for the purposes of section 21 of the Financial
Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents
and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21(1) of the FSMA
on the basis that it is only directed at and may only be
communicated to: (1) persons who are outside of the United Kingdom;
(2) investment professionals falling within the definition
contained in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order"); (3) those persons who are
existing members or creditors of the EUR Offeror or other persons
falling within Article 43(2) of the Order; or (4) any other persons
to whom such documents and/or materials may lawfully be
communicated in accordance with the Order (all such persons
together being referred to as "relevant persons"). This announcement, the Offer
to Purchase and any other documents or materials relating to the
EUR Tender Offers are only available to relevant persons. Any
person who is not a relevant person should not act or rely on this
document or any of its contents.
France. The Tender
Offers are not being made, directly or indirectly, in the Republic
of France (other than to qualified investors as described below).
This announcement, the Offer to Purchase and any other document or
material relating to the EUR Tender Offers have only been, and
shall only be, distributed in the Republic of France to qualified
investors as defined in Article 2(e) of Regulation (EU) 2017/1129
(the "Prospectus
Regulation"). Neither this announcement, the Offer to
Purchase nor any other documents or materials relating to the EUR
Tender Offers have been or will be submitted for clearance to the
Autorité des marchés
financiers.
Italy. None of the
EUR Tender Offers, this announcement, the Offer to Purchase or any
other documents or materials relating to the EUR Tender Offers have
been or will be submitted to the clearance procedure of the
Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to applicable Italian
laws and regulations. The Tender Offers are being carried out in
the Republic of Italy ("Italy") as exempted offers pursuant to
article 101-bis, paragraph
3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or
beneficial owners of the EUR Notes that are resident or located in
Italy can tender their EUR Notes for purchase through authorized
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended, and Legislative Decree No.
385 of 1 September 1993, as amended) and in compliance with any
other applicable laws and regulations and with any requirements
imposed by CONSOB or any other Italian authority. Each intermediary
must comply with applicable laws and regulations concerning
information duties vis-Ã -vis its clients in connection
with the EUR Notes or the Offer to Purchase.
Belgium.
Neither this announcement, the Offer to Purchase
nor any other documents or materials relating to the EUR
Tender Offers have been, or will be, submitted or
notified to, or approved or recognized by, the Belgian Financial
Services and Markets Authority ("Autorité des services et marchés
financiers"/"Autoriteit
voor Financiële Diensten en Markten"). The Tender Offers are
not being made in Belgium by way of a public offering within the
meaning of Articles 3, §1, 1° and 6, §1
of the Belgian Law of 1 April 2007 on public
takeover bids ("loi relative aux
offres publiques d'acquisition"/ "wet op de openbare
overnamebiedingen"), as amended or replaced from time to
time. Accordingly, the EUR Tender Offers may not be, and are not being, advertised and the EUR
Tender Offers will not be extended and this
announcement, the Offer to Purchase and any other documents or
materials relating to the EUR Tender Offers
(including any memorandum, information circular, brochure or any
similar documents) may not, have not, and will not, be distributed
or made available, directly or indirectly, to any person in Belgium
other than to "qualified
investors" ("investisseur qualifié"/"gekwalificeerde
belegger") within the meaning of Article 2(e) of the
Prospectus Regulation acting on their own account. Insofar as
Belgium is concerned, the EUR Tender Offers
are made only to qualified investors, as this term is defined
above. Accordingly, the information contained in this announcement,
the Offer to Purchase or in any other documents or materials
relating to the EUR Tender Offers may not
be used for any other purpose or disclosed or distributed to any
other person in Belgium.