ANHEUSER-BUSCH INBEV SA/NV Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH) today announced the final results 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 Exchange Offers expired 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"). The following table indicates, among other things, the principal amount of Existing Notes validly tendered and accepted for exchange as of the Expiration Time:
CUSIP | Title of Security | Issuer | Original Principal Amount Outstanding | Principal Amount Outstanding after Early Settlement | Principal Amount Tendered and Accepted as of Expiration Time |
035229CF8 | 7.55% Debentures due 2030 | ABC | $200,000,000 | $125,954,000 | $0 |
035229CG6 | 6.80% Debentures due 2031 | ABC | $200,000,000 | $182,148,000 | $2,134,000 |
035229CJ0 | 6.80% Debentures due 2032 | ABC | $300,000,000 | $173,295,000 | $227,000 |
035229CQ4 | 5.95% Debentures due 2033 | ABC | $300,000,000 | $151,817,000 | $0 |
035229DA8 | 5.75% Debentures due 2036 | ABC | $300,000,000 | $109,327,000 | $2,013,000 |
035229DC4 | 6.450% Debentures due 2037 | ABC | $500,000,000 | $247,509,000 | $65,000 |
03523TAP3 | 6.375% Notes due 2040 | ABIWW | $500,000,000 | $244,425,000 | $0 |
035229CL5 | 6% Debentures due 2041 | ABC | $250,000,000 | $166,417,000 | $0 |
035229CM3 | 6.50% Debentures due 2042 | ABC | $250,000,000 | $175,551,000 | $0 |
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035229CN1 | 6.50% Debentures due 2043 | ABC | $300,000,000 | $177,628,0001 | $20,000 |
(1) Reflects the total principal amount of the 6.50% Debentures due 2043 tendered before 5:00 p.m., New York City time, on 4 April 2017 (the "Early Participation Deadline"), which was listed as $112,372,000 instead of $122,372,000 in AB InBev's 5 April 2017 press release due to a typographical error.
Settlement, payment of the Cash Component and issuance of the New Notes to be issued in exchange for Existing Notes validly tendered and accepted for exchange after 5:00 p.m., New York City time, on 4 April 2017 (the "Early Tender Deadline") but prior to the Expiration Time is expected to occur on 20 April 2017. Terms used but not defined in this announcement have the meanings given to them in the confidential offering memorandum dated 22 March 2017.
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 were submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Exchange Offers could not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on2
regulated markets (the "Belgian Prospectus Law"), both as amended or replaced from time to time. Accordingly, the Exchange Offers were not advertised and the Exchange Offers were not extended, and neither the Confidential Offering memorandum nor any other documents or materials relating to the Exchange Offers (including any memorandum, information circular, brochure or any similar documents) were distributed or made available, directly or indirectly, to any person in Belgium other than (i) to persons which are "qualified investors" in the sense of Article 10 of the Belgian Prospectus Law, acting on their own account or (ii) in any other circumstances set out in Article 6, Section 4 of the Belgian Takeover Law and Article 3, Section 4 of the Belgian Prospectus Law. The Confidential Offering memorandum was issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offers. Accordingly, the information contained in the Confidential Offering memorandum could not be used for any other purpose or disclosed to any other person in Belgium.
European Economic Area. The Exchange Offers in any member state of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") were made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus. Accordingly, any person making or intending to make any offer in that Relevant Member State of Existing Notes that are the subject of the Exchange Offers could only do so in circumstances in which no obligation arises for the Issuer or any Dealer Manager (as defined in the Confidential Offering Memorandum) to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Issuer nor any Dealer Manager authorized the making of any offer of New Notes in circumstances in which an obligation would arise for the Issuer or the Dealer Managers to publish a prospectus for such offer. Any offer of New Notes made to holders which are located or resident in any Relevant Member State was addressed to holders which are "qualified investors" as defined in the Prospectus Directive. Any holder that is not a qualified investor was not be able to participate in the Exchange Offers.France. The Exchange Offers were not being made, directly or indirectly, to the public in the Republic of France. Neither the Confidential Offering Memorandum nor any other documents or materials relating to the Exchange Offers were distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, were eligible to participate in the Exchange Offers. The Confidential Offering Memorandum and any other document or material relating to the Exchange Offers was not submitted for clearance to nor approved by the Autorité des marchés financiers.
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Italy. None of the Exchange Offers, the Confidential Offering memorandum or any other documents or materials relating to the Exchange Offers or the New Notes was submitted to the clearance procedure of CONSOB. The Exchange Offers were being carried out in the Republic of 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 3 and 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended, as the case may be. Noteholders or beneficial owners of the Existing Notes could offer to exchange the notes pursuant to the Exchange Offers 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. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary needed to comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes, the New Notes, the Exchange Offers or the Confidential Offering Memorandum. United Kingdom. Neither the communication of the Confidential Offering Memorandum nor any other offering material relating to the Exchange Offers was made, and the Confidential Offering Memorandum was not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act. Accordingly, the Confidential Offering Memorandum was pm;u be distributed to and directed at: (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Order, (iii) persons who are within Article 43(2) of the Order or (iv) high net worth entities, and other persons to whom the Confidential Offering Memorandum may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to for purposes of this paragraph as "relevant persons"). The New Notes were only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the Confidential Offering Memorandum or any of its contents and could not participate in the Exchange Offers. Canada. None of the Exchange Offers were made to any person who is a resident of Canada. Any person who is a resident of Canada should not act or rely on the Confidential Offering Memorandum or any of its contents and could not participate in the Exchange Offers. Hong Kong. The New Notes could not be offered by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii)4
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