Wrap Text
Anheuser-Busch InBev Announces Pricing of
Cash Tender Offers for Any and All of Three
Series of USD Notes
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”)
Anheuser-Busch InBev Announces Pricing of Cash Tender Offers for Any and All of Three
Series of USD Notes and Three Series of EUR Notes
14 September 2020 – Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD)
(MEXBOL: ANB) (JSE: ANH) today announced the pricing of offers to purchase for cash any and all
outstanding notes of (i) two series of USD notes issued by its wholly-owned subsidiary Anheuser-Busch
InBev Worldwide Inc. (“ABIWW” or a “Company”) and one series of USD notes issued by its wholly-owned
subsidiary Anheuser-Busch InBev Finance Inc. (“ABIFI” or a “Company”, and together with AB InBev, the
“Companies”) listed in the table set forth under “USD Tender Offers” below (collectively, the “USD Notes”)
and (ii) three series of EUR Notes issued by AB InBev listed in the table set forth under “EUR Tender Offers”
below (collectively, the “EUR Notes”, and together with the USD Notes, the “Notes”), which are validly
tendered (and not validly withdrawn) and accepted (the “Tender Offers”).
The Tender Offers have been made upon the terms and subject to the conditions set forth in the offer to
purchase dated 8 September 2020 (the “Offer to Purchase”). Terms not defined in this announcement have
the meanings given to them in the Offer to Purchase. All holders of the Notes (“Holders”) were authorized
to participate in the Tender Offers.
USD Tender Offers
The table below sets forth the Tender Consideration for each series of the USD Notes, as described in the
Offer to Purchase.
Principal Fixed Tender
CUSIP/ISIN Bloomberg
Title of Notes Amount Issuer Reference Spread Reference
Reference Consideration
Outstanding Security (basis Yield
Page (a)(b)
points)
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Floating Rate
035240 AK6/
Notes due $229,093,000 ABIWW N/A N/A N/A N/A $1,015.00
US035240AK69
2024
3.500% Notes 035240 AJ9/ 0.25%
$654,420,000 ABIWW due PX1 20 0.255% $1,097.71
due 2024(c) US035240AJ96
8/31/2025
3.700% Notes 03524B AE6/ 0.25%
$865,173,000 ABIFI due PX1 20 0.255% $1,108.47
due 2024 US03524BAE65
8/31/2025
(a) Per $1,000 principal amount of USD Notes validly tendered at or prior to the Expiration Date or the Guaranteed
Delivery Date pursuant to the Guaranteed Delivery Procedures and not validly withdrawn and accepted for
purchase (and subject to the applicable Minimum Authorized Denomination). Does not include Accrued Coupon
Payment.
(b) Tender Consideration for the Floating Rate Notes due 2024 reflects the actual, fixed Tender Consideration of
$1,015.00 per $1,000 principal amount.
(c) The calculation of the applicable Tender Consideration for the 3.500% Notes due 2024 has been performed
using the value of such Notes as determined at the Price Determination Time as if the principal amount of such
Notes had been due on December 12, 2023 (the “par call date”).
EUR Tender Offers
The table below sets forth the Tender Consideration for each series of the EUR Notes, as described in the
Offer to Purchase.
Principal Fixed Tender
Title of ISIN Bloomberg
Amount Issuer Spread Reference
Notes Interpolated Rate Reference Consideration
Outstanding (basis Yield
Page (a)(b)
points)
Floating
AB
Rate Notes BE6301509012 €1,500,000,000 N/A N/A N/A N/A €1,007.50
InBev
due 2024
2.875% September 2024
AB
Notes due BE6243179650 €750,000,000 Interpolated ICAE1 20 -0.447% €1,126.35
InBev
2024 Swap Rate
1.500% March 2025
AB
Notes due BE6285454482 €2,500,000,000 Interpolated ICAE1 22 -0.435% €1,077.57
InBev
2025 Swap Rate
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(a) Per €1,000 principal amount of EUR Notes validly tendered at or prior to the Expiration Date or the Guaranteed
Delivery Date pursuant to the Guaranteed Delivery Procedures and not validly withdrawn and accepted for
purchase (and subject to the applicable Minimum Authorized Denomination). Does not include Accrued Coupon
Payment.
(b) Tender Consideration for the Floating Rate Notes due 2024 reflects the actual, fixed Tender Consideration of
€1,007.50 per €1,000 principal amount.
Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders who (i) validly
tender and who do not validly withdraw their Notes at or prior to the Expiration Date or (ii) deliver a properly
completed and duly executed Notice of Guaranteed Delivery and all other required documents at or prior
to the Expiration Date and tender their Notes pursuant to the Tender Offers at or prior to 5:00 p.m., New
York City time, on the second business day after the Expiration Date pursuant to the Guaranteed Delivery
Procedures, and, subject in each case to the tender in the applicable Minimum Authorized Denominations,
and whose Notes are accepted for purchase by the Companies, will receive the applicable Tender
Consideration specified above.
In addition to the applicable Tender Consideration, Holders whose Notes are accepted for purchase will be
paid the accrued and unpaid interest on such Notes from, and including, the immediately preceding interest
payment date applicable to such Notes to, but excluding, the Settlement Date (the “Accrued Coupon
Payment”). No further interest will be paid to the Holders who tender such Notes, including if a record date
for an interest payment on such Notes has passed before the Settlement Date.
The Tender Offers will expire at 5:00 p.m., New York City time, on 14 September 2020, unless extended or
earlier terminated as described in the Offer to Purchase (the “Expiration Date”). Notes tendered may be
withdrawn at any time at or prior to 5:00 p.m. New York City time, on 14 September 2020, subject to any
extension as described in the Offer to Purchase, but thereafter will be irrevocable, except in certain limited
circumstances where additional withdrawal rights are required by law (as determined by the Companies).
The Settlement Date will promptly follow the Expiration Date and is expected to be 17 September 2020.
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The Dealer Managers for the Tender Offers are:
Barclays Capital Inc. & Barclays Bank PLC BofA Securities Deutsche Bank Securities
745 Seventh Avenue 620 S Tryon Street, 20th Floor 60 Wall Street
New York, NY 10019 Charlotte, North Carolina 28255 New York, New York 10005
USA USA USA
Attn: Liability Management Group Attn: Liability Management Group Attn: Liability Management Group
Collect: +1 (212) 528-7581 Collect: +1 (704) 560-7937 Collect: +1 (212) 250-2955
U.S. Toll-Free: +1 (800) 438-3242 Email: debt_advisory@bofa.com U.S. Toll-Free:+1 (866) 627-0391
U.K. Telephone: + 44 20 3134 8515 In London: U.K. Telephone: +44 20 7545
Email: us.lm@barclays.com U.K. Telephone: +44 20 7996 5420 8011
Email: DG.LM-EMEA@bofa.com
In respect of the Offer for the In respect of the Offer for the Santander Investment Securities
USD Notes EUR Notes Inc.
J.P. Morgan Securities LLC J.P. Morgan Securities plc 45 East 53rd Street
New York, New York 10022
383 Madison Avenue 25 Bank Street USA
New York, NY 10179 London E14 5JP Attn: Liability Management Group
USA United Kingdom Collect: +1 (212) 940-1442
Attn: Liability Management Group Attn: Liability Management Group U.S. Toll-Free: +1 (855) 404-3636
Collect: +1 (212) 834-8553 Collect: +44 20 7134 2468 U.K. Telephone: +44 20 7756 6909 /
U.S. Toll-Free: +1 (866) 834-4666 Email: +44 20 7756 6227
Liability_management_EMEA@jpm
organ.com
The tender agent and the information agent for the USD Tender Offers is:
Global Bondholder 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 (866) 470-3900
Fax: +1 (212) 430-3775 or +1 (212) 430-3779
E-mail: contact@gbsc-usa.com
The tender agent and the information agent for the EUR Tender Offers is:
Lucid Issuer Services Limited
Tankerton Works
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12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Thomas Choquet
Telephone: + 44 20 7704 0880
Fax: + 44 20 3004 1590
E-mail: ab-inbev@lucid-is.com
Non-U.S. Distribution Restrictions
Italy. None of the Tender Offers, 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 February 24, 1998, as amended (the “Financial Services
Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 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 February 15, 2018, as amended, and Legislative Decree No. 385 of September 1, 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 Purchaser.
United Kingdom. The communication of 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 (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 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”). The Offer to Purchase and any other documents or materials relating to the Tender Offers are
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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 defined below)). The Offer to Purchase and any other documents or
offering material relating to the Tender Offers may not be distributed or caused to be distributed to the
public in the Republic of France (other than to Qualified Investors (as defined below)). Only qualified
investors (investisseurs qualifiés) as defined in, and in accordance with, Article 2(e) of Regulation (EU)
2017/1129 (the “Prospectus Regulation”), and Article L. 411-2 of the French Code monétaire et financier
(“Qualified Investors”), are eligible to participate in the Tender Offers. Neither 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. Neither 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 April 1, 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 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 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
This announcement is for informational purposes only and is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of consents with respect to any securities. 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
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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 to 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
Depository, the tender agents, the information agents, 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 Depository, the tender agents and the information agents to inform themselves about, and
to observe, any such restrictions.
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Legal Disclaimer
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”,
“preparing” 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 effects of the COVID-19 pandemic and uncertainties about its impact and duration and the
risks and uncertainties relating to AB InBev described under Item 3.D of AB InBev’s Annual Report on Form 20-F (“Form 20-F”) filed
with the US Securities and Exchange Commission (“SEC”) on 23 March 2020 and described in Exhibit 99.1 to AB InBev’s Current
Report on Form 6-K filed with the SEC on 4 August 2020. Many of these risks and uncertainties are, and will be, exacerbated by the
COVID-19 pandemic and any worsening of the global business and economic environment as a result. 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.
About Anheuser-Busch InBev
Anheuser-Busch 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). Our Dream is to bring people together for a better world. Beer, the original social network, has been bringing
people together for thousands of years. We are committed to building great brands that stand the test of time and to brewing the best
beers using the finest natural ingredients. Our diverse portfolio of well over 500 beer brands includes global brands Budweiser®,
Corona® and Stella Artois®; multi-country brands Beck’s®, Hoegaarden®, Leffe® and Michelob Ultra®; 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 170,000 employees based in nearly 50 countries worldwide. For 2019, AB InBev’s reported
revenue was 52.3 billion USD (excluding JVs and associates).
ANHEUSER-BUSCH INBEV CONTACTS
Investors Media
Lauren Abbott Ingvild Van Lysebetten
Tel: +1 212 573 9287 Tel: +32 16 276 608
E-mail: lauren.abbott@ab-inbev.com E-mail: ingvild.vanlysebetten@ab-inbev.com
Maria Glukhova Fallon Buckelew
Tel: +32 16 276 888 Tel: +1 310 592 6319
E-mail: maria.glukhova@ab-inbev.com E-mail: fallon.buckelew@ab-inbev.com
Jency John Fixed Income Investors
Tel: +1 646 746 9673 Daniel Strothe
E-mail: jency.john@ab-inbev.com Tel: +1 646 746 9667
E-mail: daniel.strothe@ab-inbev.com
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15 September 2020
JSE Sponsor: Questco Corporate Advisory Proprietary Limited
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Date: 15-09-2020 07:30:00
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