ANHEUSER-BUSCH INBEV SA/NV Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH) today announced the determination of the pricing terms of its previously announced private offers to exchange any and all of the outstanding notes listed below (the "Existing Notes") issued by either Anheuser-Busch Companies, LLC ("ABC") or Anheuser-Busch InBev Worldwide Inc. (the "Issuer" or "ABIWW") for a combination of the Issuer's new notes due 2048 (the "New Notes") and cash (the "Exchange Offers").
The pricing terms were determined as of 11:00 a.m., New York City time, on 4 April 2016 (the "Price Determination Time") in accordance with the terms and subject to the conditions set forth in the confidential offering memorandum dated 22 March 2017 (the "Confidential Offering Memorandum"). Terms used but not defined in this announcement have the meanings given to them in the Confidential Offering Memorandum.
Eligible Holders who validly tender Existing Notes prior to 5:00 p.m., New York City time, on 4 April 2017 (such date and time, as it may be extended by the Issuer, the "Early Participation Deadline") and do not validly withdraw such tendered Existing Notes prior to 5:00 p.m., New York City time, on 4 April 2017 (such date and time, as it may be extended by the Issuer, the "Withdrawal Deadline"), will receive, for each $1,000 principal amount of Existing Notes tendered and accepted, a combination of a principal amount of New Notes and cash with an aggregate value equal to the Total Exchange Price, as set forth in the table below and determined in accordance with the Confidential Offering Memorandum.
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Reference U.S. Treasury Security Yield as of Price Determination Time | Composition of Total Exchange Price | |||||||||
Title of Security | Principal Amount Outstanding (mm) | Reference U.S. Treasury Security | Bloomberg Reference Page | Fixed Sprea d (bps) | New Notes Component(1) (3) | Cash Component(1) | Total Exchange Price(2) | |||
CUSIP | Issuer | |||||||||
035229CF8 | 7.55% Debentures due 2030 | ABC | $200 | 2.250% due 15 February 2027 | 2.343% | PX1 | 133 | $1,290.43 | $119.00 | 1,409.43 |
035229CG6 | 6.80% Debentures due 2031 | ABC | $200 | 2.250% due 15 February 2027 | 2.343% | PX1 | 133 | $1,237.61 | $98.00 | $1,335.61 |
035229CJ0 | 6.80% Debentures due 2032 | ABC | $300 | 2.250% due 15 February 2027 | 2.343% | PX1 | 135 | $1,301.90 | $60.00 | $1,361.90 |
035229CQ4 | 5.95% Debentures due 2033 | ABC | $300 | 2.875% due 15 November 2046 | 2.989% | PX1 | 100 | $1,160.89 | $67.00 | $1,227.89 |
035229DA8 | 5.75% Debentures due 2036 | ABC | $300 | 2.875% due 15 November 2046 | 2.989% | PX1 | 108 | $1,220.84 | $0.00 | $1,220.84 |
035229DC4 | 6.450% Debentures due 2037 | ABC | $500 | 2.875% due 15 November 2046 | 2.989% | PX1 | 110 | $1,324.53 | $0.00 | $1,324.53 |
03523TAP3 | 6.375% Notes due 2040 | ABIWW | $500 | 2.875% due 15 November 2046 | 2.989% | PX1 | 120 | $1,318.77 | $0.00 | $1,318.77 |
035229CL5 | 6% Debentures due 2041 | ABC | $250 | 2.875% due 15 November 2046 | 2.989% | PX1 | 125 | $1,267.17 | $0.00 | $1,267.17 |
035229CM3 | 6.50% Debentures due 2042 | ABC | $250 | 2.875% due 15 November 2046 | 2.989% | PX1 | 125 | $1,346.99 | $0.00 | $1,346.99 |
035229CN1 | 6.50% Debentures due 2043 | ABC | $300 | 2.875% due 15 November 2046 | 2.989% | PX1 | 125 | $1,352.72 | $0.00 | $1,352.72 |
The figures in this table reflect any optional adjustments of the Total Exchange Price as permitted under the terms and conditions in the Confidential Offering Memorandum.
Only Eligible Holders who validly tender their Existing Notes prior to the Early Participation Deadline (as defined above) (and who do not validly withdraw prior to the Withdrawal Deadline (as defined above)), and whose tenders are accepted for exchange pursuant to the Exchange Offers, will receive the Total Exchange Price, which includes an early participation premium of $30 principal amount of New Notes for each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn (the "Early Participation Premium"). Eligible Holders who validly tender their Existing Notes after the Early Participation Deadline but prior to the Expiration Time (as defined below), and whose tenders are accepted for exchange, will receive only the Exchange Price (as defined below), which does not include the Early Participation Premium.
The New Notes mature on 6 October 2048 and will bear interest at a rate per annum of 4.439%.
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The Exchange Offers will expire at 11:59 p.m., New York City time, on 18 April 2017 (such date and time, as it may be extended by the Issuer, the "Expiration Time"). Eligible Holders will be eligible to receive only the Exchange Price (as defined in the Confidential Offering Memorandum) per $1,000 principal amount of Existing Notes for any Existing Notes tendered in the Exchange Offers after the Early Participation Deadline, as set forth in the table below and determined in accordance with the Confidential Offering Memorandum. The applicable Exchange Price will not include the Early Participation Premium and, with regard to the 7.55% Debentures due 2030, the 6.80% Debentures due 2031, the 6.80% Debentures due
2032, the 5.95% Debentures due 2033, the 5.75% Debentures due 2036, the 6.450% Debentures due
2037, the 6% Debentures due 2041 and the 6.50% Debentures due 2042, the composition of the Exchange Price has been adjusted as permitted under the terms and conditions in the Confidential Offering Memorandum. Tenders of Existing Notes may not be withdrawn after the Withdrawal Deadline.
Composition of Exchange Price | ||||||||||
CUSIP | Title of Security | Issuer | New Notes Component(1) | Cash Component | Exchange Price | |||||
035229CF8 | 7.55% Debentures due 2030 | ABC | $1,224.43 | $155.00 | $1,379.43 | |||||
035229CG6 | 6.80% Debentures due 2031 | ABC | $1,175.61 | $130.00 | $1,305.61 | |||||
035229CJ0 | 6.80% Debentures due 2032 | ABC | $1,241.90 | $90.00 | $1,331.90 | |||||
035229CQ4 | 5.95% Debentures due 2033 | ABC | $1,100.39 | $97.50 | $1,197.89 | |||||
035229DA8 | 5.75% Debentures due 2036 | ABC | $1,159.34 | $31.50 | $1,190.84 | |||||
035229DC4 | 6.450% Debentures due 2037 | ABC | $1,271.53 | $23.00 | $1,294.53 | |||||
03523TAP3 | 6.375% Notes due 2040 | ABIWW | $1,288.77 | $0.00 | $1,288.77 | |||||
035229CL5 | 6% Debentures due 2041 | ABC | $1,237.17 | $0.00 | $1,237.17 | |||||
035229CM3 | 6.50% Debentures due 2042 | ABC | $1,316.99 | $0.00 | $1,316.99 | |||||
035229CN1 | 6.50% Debentures due 2043 | ABC | $1,322.72 | $0.00 | $1,322.72 | |||||
(1) The New Notes mature on 6 October 2048 and will bear interest at a rate per annum of 4.439%.
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In addition to the Total Exchange Price or Exchange Price, as applicable, Eligible Holders with Existing Notes that are accepted for exchange will receive a cash payment representing (i) all or a portion of the accrued and unpaid interest to, but not including, the applicable Settlement Date and (ii) amounts due in lieu of any fractional amounts of New Notes, in each case, as described in the Confidential Offering Memorandum.
The Exchange Offers will expire at 11:59 p.m., New York City time, on 18 April 2017 (such date and time, as it may be extended by the Issuer, the "Expiration Time"). In order to be eligible to receive the Total Exchange Price described above, Eligible Holders are required to validly tender their Existing Notes in the Exchange Offers prior to the Early Participation Deadline. Holders will be eligible to receive only the Exchange Price per $1,000 principal amount of Existing Notes for any Existing Notes tendered in the Exchange Offers after the Early Participation Deadline. Tenders of Existing Notes may not be withdrawn after the Withdrawal Deadline.
The Exchange Offers and the issuance of the New Notes have not been registered with the Securities and Exchange Commission (the "SEC") under the Securities Act, or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof.
The Exchange Offers are being made, and the New Notes are being offered and will be issued, only (i) to holders of Existing Notes that are "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, or
(ii) outside the United States, to holders of Existing Notes other than "U.S. persons", as defined in Rule 902 under the Securities Act, in an offshore transaction in compliance with Regulation S under the Securities Act and that are not acquiring the New Notes for the account or benefit of a U.S. person (a holder satisfying at least one of the foregoing conditions being referred to as an "Eligible Holder"), and, in each case, (x) if resident and/or located in any member state of the European Economic Area which has implemented Directive 2003/71/EC, as amended (the "Prospectus Directive"), "qualified investors" as defined in the Prospectus Directive and (y) not resident in Canada.
Non-U.S. Distribution Restrictions Belgium. Neither the Confidential Offering Memorandum nor any other documents or materials relating to the Exchange Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Exchange Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April4
AB - Anheuser-Busch InBev NV published this content on 04 April 2017 and is solely responsible for the information contained herein.
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