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ANHEUSER-BUSCH INBEV SA/NV - Anheuser-Busch InBev Announces Redemption of USD 2.55 Billion and EUR 1.16 Billion

Release Date: 16/11/2020 15:49
Code(s): ANH     PDF:  
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Anheuser-Busch InBev Announces Redemption of USD 2.55 Billion and EUR 1.16 Billion

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 Redemption of USD 2.55 Billion and EUR 1.16 Billion
           
Brussels, 16 November 2020 -- Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD)
(MEXBOL: ANB) (JSE: ANH) today announced that it and its wholly-owned subsidiaries Anheuser-Busch
InBev Worldwide Inc. (“ABIWW”) and Anheuser-Busch InBev Finance Inc. (“ABIFI”) are exercising their
respective options to redeem the outstanding principal amounts indicated in the table below of the following
series of notes on the dates indicated in the table below (any such date, a “Redemption Date”):

                                       Aggregate Principal
               Aggregate Principal       Amount to be
 Issuer       Amount Outstanding           Redeemed             Title of Series of Notes          ISIN          Redemption Date

                                                               4.000% Notes due 2021                              3 December
AB InBev       EUR 519,372,000          EUR 519,372,000        (the “4.000% AB InBev        BE6221503202
                                                                                                                      2020
                                                                        Notes”)

                                                               0.800% Notes due 2023                              3 December
                                                                (the “0.800% AB InBev
AB InBev       EUR 644,331,000          EUR 644,331,000                                     BE6276039425              2020
                                                               Notes”, and together with
                                                                 the 4.000% AB InBev
                                                               Notes, the “EUR Notes”)

                                                               2.625% Notes due 2023                              16 December
 ABIFI         USD 476,226,000          USD 476,226,000           (the “2.625% ABIFI        US035242AA44              2020
                                                                       Notes”)


                                                               3.300% Notes due 2023                              16 December
 ABIFI        USD 1,331,987,000        USD 1,331,987,000          (the “3.300% ABIFI        US035242AL09              2020
                                                                       Notes”)




                                                                                                                     1

                                    Aggregate Principal
             Aggregate Principal      Amount to be
Issuer      Amount Outstanding          Redeemed             Title of Series of Notes         ISIN         Redemption Date

                                                            3.700% Notes due 2024                            16 December
ABIFI        USD 489,095,000         USD 489,095,000          (the “3.700% ABIFI        US03524BAE65             2020
                                                                    Notes”)


                                                             3.500% Notes due 2024                           16 December
                                                           (the “ABIWW Notes”, and
                                                                                                                 2020
                                                            together with the 2.625%
                                                            ABIFI Notes, the 3.300%
ABIWW        USD 250,091,000         USD 250,091,000           ABIFI Notes and the      US035240AJ96
                                                            3.700% ABIFI Notes, the
                                                             “USD Notes”) (the USD
                                                             Notes together with the
                                                            EUR Notes, the “Notes”)


         The EUR Notes will be redeemed in accordance with their respective Conditions in full on the relevant
         Redemption Date at a make-whole price equal to (i) the outstanding principal amount of the relevant EUR
         Notes; or (ii) if higher, the sum, as determined by the Calculation Agent, of the present values of the
         remaining scheduled payments of principal and interest on the relevant EUR Notes to be redeemed (not
         including any portion of such payments of interest accrued to the date of redemption) discounted to the
         relevant Redemption Date on an annual basis (assuming a 360-day year consisting of twelve 30-day
         months) at the rate per annum equal to the equivalent yield to maturity of the Reference Rate calculated
         using a price for the Reference Rate (expressed as a percentage of its principal amount) equal to the
         Reference Bond Price for the relevant Redemption Date plus 15 basis points (in respect of the 0.800% AB
         InBev Notes) or 22 basis points (in respect of the 4.000% AB InBev Notes) (the "EUR Redemption Price").
         The EUR Redemption Price will be calculated on the third Business Day preceding the Redemption Date.
         Capitalized terms used in this paragraph have the meanings assigned to such terms in the respective
         Conditions of the EUR Notes.


         The 2.625% ABIFI Notes will be redeemed in full on the relevant Redemption Date at a make-whole
         redemption price in an amount calculated by the Independent Investment Banker, and equal to the greater
         of (i) 100% of the principal amount of the 2.625% ABIFI Notes; and (ii) as determined by the Independent
         Investment Banker, the sum of the present values of the remaining scheduled payments of principal and
         interest on the 2.625% ABIFI Notes to be redeemed (not including any portion of such payments of interest
         accrued to the relevant Redemption Date) discounted to the relevant Redemption Date on a semiannual
         basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis
         points; plus, in each case, accrued and unpaid interest on the principal amount of the 2.625% ABIFI Notes
                                                                                                                2

 
      to be redeemed to (but excluding) the relevant Redemption Date. The Treasury Rate will be calculated on
      the third Business Day preceding the relevant Redemption Date. Such redemption is pursuant to the terms
      of the Indenture, dated as of January 17, 2013, by and among ABIFI, AB InBev, the subsidiary guarantors
      named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “January 2013
      Indenture”), the Third Supplemental Indenture thereto, dated as of January 17, 2013 (the “Third
      Supplemental Indenture to the January 2013 Indenture”), and the terms of the 2.625% ABIFI Notes.
      Capitalized terms used in this paragraph have the meanings assigned to such terms in the January 2013
      ABIFI Indenture, the Third Supplemental Indenture to the January 2013 Indenture and the terms of the
      2.625% ABIFI Notes, as applicable.


      The 3.300% ABIFI Notes will be redeemed in full on the relevant Redemption Date at a make-whole
      redemption price in an amount calculated by the Independent Investment Banker, and equal to the greater
      of (i) 100% of the principal amount of the 3.300% ABIFI Notes; and (ii) as determined by the Independent
      Investment Banker, the sum of the present values of the remaining scheduled payments of principal and
      interest on the 3.300% ABIFI Notes to be redeemed as if the 3.300% ABIFI Notes matured on 1 December
      2022 (not including any portion of such payments of interest accrued to the relevant Redemption Date)
      discounted to the relevant Redemption Date on a semiannual basis (assuming a 360-day year consisting
      of twelve 30-day months) at the Treasury Rate plus 25 basis points; plus, in each case, accrued and unpaid
      interest on the principal amount of the 3.300% ABIFI Notes to be redeemed to (but excluding) the relevant
      Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding the relevant
      Redemption Date. Such redemption is pursuant to the terms of the Indenture, dated as of January 25, 2016,
      by and among ABIFI, AB InBev, the subsidiary guarantors named therein and The Bank of New York Mellon
      Trust Company, N.A., as trustee (the “January 2016 Indenture”), the Third Supplemental Indenture
      thereto, dated as of January 25, 2016 (the “Third Supplemental Indenture to the January 2016
      Indenture”), and the terms of the 3.300% ABIFI Notes. Capitalized terms used in this paragraph have the
      meanings assigned to such terms in the January 2016 ABIFI Indenture, the Third Supplemental Indenture
      to the January 2016 Indenture and the terms of the 3.300% ABIFI Notes, as applicable.


      The 3.700% ABIFI Notes will be redeemed in full on the relevant Redemption Date at a make-whole
      redemption price in an amount calculated by the Independent Investment Banker, and equal to the greater
      of (i) 100% of the principal amount of the 3.700% ABIFI Notes; and (ii) as determined by the Independent
      Investment Banker, the sum of the present values of the remaining scheduled payments of principal and
      interest on the 3.700% ABIFI Notes to be redeemed (not including any portion of such payments of interest
      accrued to the relevant Redemption Date) discounted to the relevant Redemption Date on a semiannual
      basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis

                                                                                                              3


      points; plus, in each case, accrued and unpaid interest on the principal amount of the 3.700% ABIFI Notes
      to be redeemed to (but excluding) the relevant Redemption Date. The Treasury Rate will be calculated on
      the third Business Day preceding the relevant Redemption Date. Such redemption is pursuant to the terms
      of the January 2013 Indenture, the Eleventh Supplemental Indenture thereto, dated as of January 27, 2014
      (the “Eleventh Supplemental Indenture”), and the terms of the 3.700% ABIFI Notes. Capitalized terms
      used in this paragraph have the meanings assigned to such terms in the January 2013 ABIFI Indenture,
      the Eleventh Supplemental Indenture and the terms of the 3.700% ABIFI Notes, as applicable.


      The ABIWW Notes will be redeemed in full on the relevant Redemption Date at a make-whole redemption
      price in an amount calculated by the Independent Investment Banker, and equal to the greater of (i) 100%
      of the principal amount of the ABIWW Notes; and (ii) as determined by the Independent Investment Banker,
      the sum of the present values of the remaining scheduled payments of principal and interest on the ABIWW
      Notes to be redeemed as if the ABIWW Notes matured on 12 December 2023 (not including any portion of
      such payments of interest accrued to the relevant Redemption Date) discounted to the relevant Redemption
      Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
      Rate plus 15 basis points; plus, in each case, accrued and unpaid interest on the principal amount of the
      4.375% ABIWW Notes to be redeemed to (but excluding) the relevant Redemption Date. The Treasury
      Rate will be calculated on the third Business Day preceding the relevant Redemption Date. Such
      redemption is pursuant to the terms of the Indenture, dated as of 4 April 2018, by and among ABIWW, AB
      InBev, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A.,
      as trustee (the “April 2018 Indenture”, and together with the January 2016 Indenture and the January 2013
      Indentures, the “Indentures”), the First Supplemental Indenture thereto, dated as of 4 April 2018 (the “First
      Supplemental Indenture”, and together with the Third Supplemental Indenture to the January 2013
      Indenture, the Third Supplemental Indenture to the January 2016 Indenture and the Eleventh Supplemental
      Indenture, the “Supplemental Indentures”), and the terms of the ABIWW Notes. Capitalized terms used
      in this paragraph have the meanings assigned to such terms in the April 2018 Indenture, the First
      Supplemental Indenture and the terms of the ABIWW Notes, as applicable.


      On the relevant Redemption Date, (i) the Notes will no longer be deemed outstanding, (ii) the Redemption
      Price will become due and payable on the Notes, as applicable, and, (iii) unless AB InBev, ABIWW or ABIFI
      default in making payment of the Redemption Price, interest on the Notes called for redemption shall cease
      to accrue on and after the relevant Redemption Date.




                                                                                                                 4


      The Trustee and the Domiciliary Agent are transmitting to registered holders of the Notes the notices of
      redemption containing information required by the Indentures, the Supplemental Indentures and the terms
      in the respective Conditions of the EUR Notes, as applicable. Three Business Days prior to the Redemption
      Date with respect to the USD Notes, the Trustee will transmit to registered holders of the Notes ABIWW
      and ABIFI’s respective supplemental notices containing the redemption price of the USD Notes. For the
      redemption       price    of    the     EUR       Notes,     please      contact     BNP       Paribas     Fortis
      (cmops.securitiesoperations.cb@bnpparibasfortis.com).


      This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor
      will there be any 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.


      English, Dutch and French versions of this press release will be available on www.ab-inbev.com.


       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

      16 November 2020
      Sponsor: Questco Corporate Advisory Proprietary Limited




                                                                                                                      5


      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®, Castle®, Castle Lite®, Hoegaarden® and Leffe®; and local champions
      such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Cristal®, Harbin®, Jupiler®, Michelob Ultra®, 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 175,000 employees based in nearly 50 countries worldwide. For 2019, AB InBev’s reported
      revenue was 52.3 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”,
      “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 29 October 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.




                                                                                                                                                   6

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Date: 16-11-2020 03:49:00
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