Wrap Text
AB InBev Announces Pricing of Cash Tender Offers for up to USD 3.5 Billion Aggregate Purchase Price
Anheuser-Busch InBev SA/NV
(Incorporated in the Kingdom of Belgium)
Register of Companies Number: 0417.497.106
Euronext Brussels Share Code: ABI
Mexican Stock Exchange Share Code: ANB
NYSE ADS Code: BUD
JSE Share Code: ANH
ISIN: BE0974293251
("AB InBev" or the "Company")
AB InBev Announces Pricing of Cash Tender
Offers for up to USD 3.5 Billion Aggregate
Purchase Price of Fourteen Series of USD
Notes, Two Series of GBP Notes and One
Series of EUR Notes
26 November 2024 – Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE:
ANH) today announced the pricing of offers by AB InBev and its wholly-owned subsidiaries, Anheuser-Busch InBev
Worldwide Inc. ("ABIWW"), Anheuser-Busch Companies, LLC ("ABC") and Anheuser-Busch InBev Finance Inc. ("ABIFI",
and together with AB InBev, ABIWW and ABC, the "Companies"), to purchase for cash any validly tendered (and not
validly withdrawn) and accepted notes up to an aggregate purchase price (excluding accrued and unpaid interest) of
USD 3.5 billion (such amount, the "Offer Cap") of (i) eight series of USD notes issued by ABIWW, four series of USD notes
issued by ABIFI, and two series of USD notes issued by ABIWW and ABC (collectively, the "USD Notes"), (ii) two series
of GBP notes issued by AB InBev (the "GBP Notes") and (iii) one series of EUR notes issued by AB InBev (the "EUR
Notes" and together with the USD Notes and the GBP Notes, the "Notes") as described in the table below (the "Tender
Offers").
The Companies announced the pricing as set forth in the table below of its offers to purchase the outstanding Notes listed
below.
As announced on 12 November 2024 and on the date hereof, the Companies will spend up to $3.5 billion combined
aggregate purchase price (excluding accrued and unpaid interest) in the Tender Offers. Because the Offer Cap has been
reached, the Companies do not expect to accept for purchase any Notes tendered after 5:00 p.m., New York City time, on
25 November 2024 (the "Early Tender Time").
The Tender Offers have been made pursuant to the terms and conditions set forth in the offer to purchase dated
12 November 2024 (the "Offer to Purchase"). Terms not defined in this announcement have the meanings given to them
in the Offer to Purchase.
Notes Listed Below Up to the Offer Cap of $3,500,000,000
Reference
Principal Security / Fixed
ISIN / (if applicable) Issuer Acceptance Amount to Interpolated Spread Total
Title of CUSIP Maturity and Priority be Mid-Swap (basis Reference Consideration Pro-Ration
Notes Date Offeror Level Purchased Rate points) Yield (a) Factor
2.850% UKT 1.750%
Notes due May 25, due September
2037 BE6295395956 2037 AB InBev 1 £91,774,000 7, 2037 25 4.482% £820.93 N/A
3.750%
Notes US03523TBQ04/ July 15, UST 4.125% due
due 03523TBQ0 2042 ABIWW 2 $20,800,000 August 15, 2044 50 4.600% $844.26 N/A
2042
4.000%
Notes US035242AB27/ January 17, UST 4.125% due
due 035242AB2 2043 ABIFI 3 $23,405,000 August 15, 2044 53 4.600% $867.64 N/A
2043
2.250%
Notes May 24, UKT 0.500% due
due BE6295393936 2029 AB InBev 4 £104,285,000 January 31, 2029 15 4.092% £918.57 N/A
2029
2.000%
Notes due January 23, Interpolated Mid-
2035 BE6301511034 2035 AB InBev 5 €95,237,000 Swap Rate 75 2.252% €913.48 N/A
4.350%
Notes US035240AS95/ June 1, UST 4.125% due
due 035240AS9 2040 ABIWW 6 $720,779,000 August 15, 2044 50 4.600% $920.33 N/A
2040
4.600%
Notes US035240AU42/ June 1, UST 4.250% due
due 035240AU4 2060 ABIWW 7 $90,097,000 August 15, 2054 61 4.497% $917.30 N/A
2060
4.500%
Notes US035240AT78 June 1, UST 4.250% due
due /035240AT7 2050 ABIWW 8 $145,887,000 August 15, 2054 53 4.497% $924.73 N/A
2050
4.600%
Notes US035240AN09/ April 15, UST 4.250% due
due 035240AN0 2048 ABIWW 9 $446,368,000 August 15, 2054 61 4.497% $931.22 N/A
2048
4.625%
Notes US03524BAF31/ February 1, UST 4.125% due
due 03524BAF3 2044 ABIFI 10 $225,230,000 August 15, 2044 56 4.600% $935.32 N/A
2044
4.750%
Notes US035240AP56/ April 15, UST 4.250% due
due 035240AP5 2058 ABIWW 11 $411,564,000 August 15, 2054 70 4.497% $929.46 N/A
2058
4.375%
Notes UST 4.250% due
due US035240AM26/ April 15, November 15,
2038 035240AM2 2038 ABIWW 12 $964,807,000 2034 75 4.298% $935.10 N/A
US03522AAJ97/
03522AAJ9
144A:
4.900% US03522AAF75/
Notes 03522AAF7 February 1, ABIWW UST 4.125% due
due Reg S: 2046 and ABC 13 $382,294,000 August 15, 2044 69 4.600% $950.63 7.43147%
2046 USU00323AF97/
U00323AF9
4.900%
Notes US035242AN64/ February 1, UST 4.125% due
due 035242AN6 2046 ABIFI 14 $0 August 15, 2044 69 N/A N/A N/A
2046
3.500%
Notes US035240AV25/ June 1, UST 4.125% due
due 035240AV2 2030 ABIWW 15 $0 October 31, 2029 39 N/A N/A N/A
2030
US03522AAH32/
03522AAH3
4.700% 144A:
Notes US03522AAE01/ UST 4.250% due
due 03522AAE0 February 1, ABIWW November 15,
2036 Reg S: 2036 and ABC 16 $0 2034 67 N/A N/A N/A
USU00323AE23/
U00323AE2
4.700%
Notes UST 4.250% due
due US035242AM81/ February 1, November 15,
2036 035242AM8 2036 ABIFI 17 $0 2034 67 N/A N/A N/A
Total aggregate purchase price for the Tender Offers as of the Early Tender Time: $ 3,499,999,316.18 (b)
(a) Per $1,000, €1,000 or £1,000 in principal amount, as applicable, of Notes validly tendered and accepted for purchase
prior to the Early Tender Time. The Reference Yield and the Total Consideration for each series of Notes were
determined at 9:30 a.m., New York City time (2:30 p.m., London time), on Tuesday, 26 November 2024 (the "Price
Determination Time"), as described in the Offer to Purchase. The Total Consideration includes the Early Tender
Payment of (i) $30 per $1,000 in principal amount of USD Notes, (ii) €30 per €1,000 in principal amount of EUR Notes
or (iii) £30 per £1,000 in principal amount of GBP Notes, as applicable, and assumes a settlement date of
3 December 2024.
(b) The applicable exchange rate used to convert the aggregate purchase price for (i) the EUR Notes validly tendered
into U.S. Dollars is 1.05030, and (ii) the GBP Notes validly tendered into U.S. Dollars is 1.25855, corresponding to the
applicable exchange rate on the Bloomberg screen page "BFIX EURUSD" and "BFIX GBPUSD", respectively, at the
Price Determination Time.
The Companies have elected to exercise their right to have an early settlement date, and the settlement date for all
Notes validly tendered prior to or at the Early Tender Time and accepted for purchase is expected to be on 3 December
2024 (the "Early Settlement Date"). Holders will also receive accrued and unpaid interest on the Notes validly tendered
and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement
Date.
As previously announced, according to information provided by Global Bondholder Services Corporation, the Tender and
Information Agent for the Tender Offers, $12,206,546,000 aggregate principal amount of the USD Notes, €95,237,000
aggregate principal amount of the EUR Notes and £196,059,000 aggregate principal amount of the GBP Notes were validly
tendered prior to or at the Early Tender Time and not validly withdrawn.
Because the aggregate purchase price (excluding accrued and unpaid interest) for the aggregate principal amount of Notes
validly tendered prior to or at the Early Tender Time and not validly withdrawn would exceed the Offer Cap, the Companies
will not accept for purchase all Notes that have been tendered by the Early Tender Time. The Companies will accept for
purchase all of the 2.850% Notes due 2037, 3.750% Notes due 2042, 4.000% Notes due 2043, 2.250% Notes due 2029,
2.000% Notes due 2035, 4.350% Notes due 2040, 4.600% Notes due 2060, 4.500% Notes due 2050, 4.600% Notes due
2048, 4.625% Notes due 2044, 4.750% Notes due 2058 and 4.375% Notes due 2038 validly tendered and not validly
withdrawn as of the Early Tender Time. The Companies will accept for purchase $382,294,000 aggregate principal amount
of the 4.900% Notes due 2046 (issued by ABIWW and ABC) validly tendered and not validly withdrawn as of the Early
Tender Time on a prorated basis as described in the Offer to Purchase, using a proration factor of 7.43147%. Any 4.900%
Notes due 2046 (issued by ABIWW and ABC) not accepted for purchase will be returned promptly to holders following the
Early Settlement Date. The Companies will not accept for purchase any 4.900% Notes due 2046 (issued by ABIFI), 3.500%
Notes due 2030, 4.700% Notes due 2036 (issued by ABIWW and ABC) and 4.700% Notes due 2036 (issued by ABIFI)
tendered in the Tender Offers. All 4.900% Notes due 2046 (issued by ABIFI), 3.500% Notes due 2030, 4.700% Notes due
2036 (issued by ABIWW and ABC) and 4.700% Notes due 2036 (issued by ABIFI) will be returned promptly to holders
following the Price Determination Time.
Holders of the Notes who tendered at or before the Early Tender Time and whose Notes were accepted for purchase are
eligible to receive the Total Consideration.
The Tender Offers will expire at 5:00 p.m., New York City time, on 11 December 2024 (such time and date, the "Expiration
Time"), or any other date and time to which the Companies extend the applicable Tender Offer. Because the Offer Cap
has been reached, the Companies do not expect to accept for purchase any Notes tendered after the Early Tender Time.
English, Dutch and French versions of this press release will be available on www.ab-inbev.com.
The Lead Dealer Managers for the Tender Offers (in respect of the Tender Offers as
made to Relevant Holders (as defined below) only) are:
BNP Paribas Securities BofA Securities Deutsche Bank Deutsche Bank
Corp. Aktiengesellschaft Securities
620 S Tryon Street,
787 Seventh Avenue 20th Floor Mainzer Landstrabe 11-17 1 Columbus Circle
New York, NY 10019 Charlotte 60329 Frankfurt am Main New York, NY 10019
United States of America North Carolina 28255 Germany United States of
United States of America America
Attention: Liability Attention: Liability
Management Group Attention: Liability Management Group Attention: Liability
Collect: (212) 841-3059 Toll- Management Group Telephone: +44 20 7545 Management Group
Free: (888) 210-4358 Collect: (980) 387-3907 8011 Toll free: (866) 627-
Email: Toll-Free: (888) 292-0070 0391
dl.us.liability.management Email: Collect: (212) 250-2955
@us.bnpparibas.com debt_advisory@bofa.com
In Europe:
Telephone: +33 1 877
01057
Email: DG.LM-
EMEA@bofa.com
J.P. Morgan SE J.P. Morgan Santander US Capital
Securities LLC Markets LLC
Taunustor 1
(TaunusTurm) 383 Madison Avenue 437 Madison Avenue
60310 Frankfurt am Main New York, NY 10179 New York, NY 10022
Germany United States of America United States of America
Attention: Liability Management Attention: Liability Management Attention: Liability Management
Collect: +44 20 7134 2468 Group Group
Email: Collect: (212) 834-4818 Collect: (212) 350-0660
Liability_Management_EMEA Toll-Free: (866) 834-4666 Toll-Free: (855) 404-3636
@jpmorgan.com Email: AmericasLM@santander.us
The Tender and Information Agent for the Tender Offers is:
Global Bondholders Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attention: Corporate Actions
Bank and Brokers Call Collect: +1 (212) 430-3774
All Others Please Call Toll-Free: +1 (855) 654-2014
Fax: +1 (212) 430-3775 or +1 (212) 430-3779
E-mail: contact@gbsc-usa.com
Tender Offer Website: https://gbsc-usa.com/registration/abi
Non-U.S. Distribution Restrictions
Italy. None of the Tender Offers, this announcement, the Offer to Purchase or any other documents or materials relating
to the 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 Notes that are resident or located
in Italy can tender their 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-à-vis its clients in connection with the Notes or the Offer to Purchase.
United Kingdom. The communication of this announcement, the Offer to Purchase and any other documents or materials
relating to the 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 (as amended, 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 and may only be acted upon by: (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 (as amended, the "Order"); (3) those persons who are existing members or creditors of the
Companies 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
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 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"). None of this announcement, the Offer to
Purchase nor any other documents or materials relating to the Tender Offers have been or will be submitted for clearance
to the Autorité des marchés financiers.
Belgium. None of this announcement, the Offer to Purchase nor any other documents or materials relating to the 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 Tender Offers may not be,
and are not being, advertised and the Tender Offers will not be extended and this announcement, the Offer to Purchase
and any other documents or materials relating to the 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
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 Tender Offers may not
be used for any other purpose or disclosed or distributed to any other person in Belgium.
Legal Notices
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 Tender Offers made to Holders that are not Relevant Holders, where "Relevant Holders"
means:
(i) a Holder of the USD Notes or the EUR Notes; or
(ii) a Holder of the GBP 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.
This announcement is for informational purposes only and is not an offer to sell or purchase, a solicitation of an offer to
purchase or a solicitation of consents with respect to any securities. There will there be no sale of these securities in any
state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
This announcement does not describe all the material terms of the Tender Offers and no decision should be made by any
Holder on the basis of this announcement. The terms and conditions of the Tender Offers are described in the Offer to
Purchase. This announcement must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains
important information which should be read carefully before any decision is made with respect to the Tender Offers. If any
Holder is in any doubt as to the contents of this announcement, or the Offer to Purchase, or the action it should take, it is
recommended that the Holder seek its own financial and legal advice, including in respect of any tax consequences,
immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offers.
None of the Companies, the Dealer Managers or their affiliates, their respective boards of directors, the Tender and
Information Agent, the trustee with respect to the USD Notes or any of their respective affiliates makes any
recommendation, or has expressed an opinion, as to whether or not Holders should tender their Notes, or refrain from
doing so, pursuant to the Tender Offers. Each Holder should make its own decision as to whether to tender its Notes and
if so, the principal amount of the Notes to tender.
The Companies have not filed this announcement or the Offer to Purchase with, and they have not 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 the Tender Offers, and it is unlawful and may be a criminal offense to make any
representation to the contrary.
The Offer to Purchase does not constitute an offer to purchase Notes in any jurisdiction in which, or to or from any person
to or from whom, it is unlawful to make such offer under applicable securities or blue sky laws. The distribution of the Offer
to Purchase in certain jurisdictions is restricted by law. Persons into whose possession the Offer to Purchase comes are
required by each of the Companies, the Dealer Managers, the Tender and Information Agent to inform themselves about,
and to observe, any such restrictions.
AB InBev Contacts
Investors Media
Shaun Fullalove Media Relations
E-mail: shaun.fullalove@ab-inbev.com E-mail: media.relations@ab-inbev.com
Ekaterina Baillie
E-mail: ekaterina.baillie@ab-inbev.com
Cyrus Nentin
E-mail: cyrus.nentin@ab-inbev.com
Fixed Income Investors
Patrick Ryan
E-mail: patrick.ryan@ab-inbev.com
27 November 2024
JSE Sponsor: Questco Corporate Advisory Proprietary Limited
About AB InBev
Anheuser-Busch InBev (AB InBev) is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings
on the Mexico (MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New
York Stock Exchange (NYSE: BUD). As a company, we dream big to create a future with more cheers. We are always looking to
serve up new ways to meet life's moments, move our industry forward and make a meaningful impact in the world. We are committed
to building great brands that stand the test of time and to brewing the best beers using the finest ingredients. Our diverse portfolio of
well over 500 beer brands includes global brands Budweiser®, Corona®, Stella Artois® and Michelob Ultra®; multi-country brands
Beck's®, Hoegaarden® and Leffe®; and local champions such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Castle®,
Castle Lite®, Cristal®, Harbin®, Jupiler®, Modelo Especial®, Quilmes®, Victoria®, Sedrin®, and Skol®. Our brewing heritage dates
back more than 600 years, spanning continents and generations. From our European roots at the Den Hoorn brewery in Leuven,
Belgium. To the pioneering spirit of the Anheuser & Co brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa
during the Johannesburg gold rush. To Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to
developed and developing markets, we leverage the collective strengths of approximately 155,000 colleagues based in nearly 50
countries worldwide. For 2023, AB InBev's reported revenue was 59.4 billion USD (excluding JVs and associates).
Forward-Looking Statements
This release contains "forward-looking statements". These statements are based on the current expectations and views of future
events and developments of the management of AB InBev and are naturally subject to uncertainty and changes in circumstances.
The forward-looking statements contained in this release include statements other than historical facts and include statements
typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets", "estimates", "likely",
"foresees" and words of similar import. All statements other than statements of historical facts are forward-looking statements. You
should not place undue reliance on these forward-looking statements, which reflect the current views of the management of AB InBev,
are subject to numerous risks and uncertainties about AB InBev and are dependent on many factors, some of which are outside of
AB InBev's control. There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially
different, including, but not limited to, the risks and uncertainties relating to AB InBev that are described under Item 3.D of AB InBev's
Annual Report on Form 20-F filed with the SEC on 11 March 2024. Many of these risks and uncertainties are, and will be, exacerbated
by any further worsening of the global business and economic environment, including as a result of the ongoing conflicts in Russia
and Ukraine and in the Middle East, including the conflict in the Red Sea. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements. The forward-looking statements should be read in conjunction
with the other cautionary statements that are included elsewhere, including AB InBev's most recent Form 20-F and other reports
furnished on Form 6-K, and any other documents that AB InBev has made public. Any forward-looking statements made in this
communication are qualified in their entirety by these cautionary statements and there can be no assurance that the actual results or
developments anticipated by AB InBev will be realized or, even if substantially realized, that they will have the expected consequences
to, or effects on, AB InBev or its business or operations. Except as required by law, AB InBev undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Date: 27-11-2024 07:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
