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ANHEUSER-BUSCH INBEV SA/NV - Anheuser-Busch InBev to Redeem Four Series of Senior Notes

Release Date: 23/03/2018 07:16
Code(s): ANH     PDF:  
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Anheuser-Busch InBev to Redeem Four Series of Senior 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 to Redeem Four Series of Senior Notes

      Brussels, 22 March 2018 -- Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD)
      (MEXBOL: ANB) (JSE: ANH) today announced that 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 ABIWW and ABC, the “Issuers”) are exercising their options to
      redeem in full the entire outstanding principal amount of the following series of notes on 23 April 2018
      (the “Redemption Date”):

                                                            Title of Series of
                                                                  Notes
                    Aggregate                               (collectively, the
                Principal Amount            Issuer               “Notes”)            CUSIP Nos.

                                                           5.375% Notes due         03523TAN8 /
               USD 2,250,000,000           ABIWW           2020 (the                03523TAJ7 /
                                                           “ABIWW Notes”)            U03597AJ7

                                                           5.000% Notes due
               USD 300,000,000               ABC           2019 (the “ABC           035229CW1
                                                           Notes”)

                                                           1.900% Notes due
               USD 4,000,000,000             ABIFI         2019 (the “1.900%         035242AG1
                                                           ABIFI Notes”)

                                                           2.150% Notes due
                                                           2019(the “2.150%
                                                           ABIFI Notes”, and
               USD 1,250,000,000             ABIFI         together with the         035242AE6
                                                           1.900% ABIFI
                                                           Notes, the “ABIFI
                                                           Notes”)



      The ABIWW Notes will be redeemed in full on the 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

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      sum of the present values of the remaining scheduled payments of principal and interest on the ABIWW
      Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption
      Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
      twelve 30-day months) at the Treasury Rate plus 35 basis points; plus, in each case, accrued and unpaid
      interest on the principal amount of the ABIWW Notes to be redeemed to (but excluding) the Redemption
      Date. The Treasury Rate will be calculated on the third Business Day preceding the Redemption Date.
      Such redemption is pursuant to the terms of the Indenture, dated as of 16 October 2009, 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 “October 2009 Indenture”), the Third Supplemental Indenture thereto,
      dated as of 16 October 2009 (the “Third Supplemental Indenture”), and the terms of the ABIWW Notes.
      Capitalized terms used in this paragraph have the meanings assigned to such terms in the October 2009
      Indenture, the Third Supplemental Indenture and the terms of the ABIWW Notes, as applicable.

      The ABC Notes will be redeemed in full on the Redemption Date at a make-whole redemption price equal
      to the greater of (i) 100% of the principal amount of the ABC Notes or (ii) as determined by a Quotation
      Agent, the sum of the present values of the remaining scheduled payments of principal and interest
      thereon (not including any portion of such payments of interest accrued as of the date of redemption)
      discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of
      twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points plus, in each case, accrued
      interest thereon to the date of redemption. The Adjusted Treasury Rate will be calculated on the third
      Business Day preceding the Redemption Date. Such redemption is pursuant to the terms of the
      Indenture, dated as of 1 July 2001, among ABC, AB InBev, the subsidiary guarantors named therein and
      The Bank of New York Mellon Trust Company, N.A., as successor trustee to JP Morgan Chase Bank
      (formerly The Chase Manhattan Bank), as trustee (the “2001 Indentures”) and the terms of the ABC
      Notes. Capitalized terms used in this paragraph have the meanings assigned to such terms in the terms
      of the ABC Notes.

      The 1.900% ABIFI Notes will be redeemed in full on the Redemption Date at a make-whole redemption
      price equal to the greater of (i) 100% of the principal amount of the 1.900% ABIFI Notes or (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 1.900% ABIFI Notes to be redeemed (not including
      any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption
      Date on a semiannual basis (assuming a 360-day year consisting of twelve (12) 30-day months) at the
      Treasury Rate plus 15 basis points. Such redemption is pursuant to the terms of the Indenture, dated as
      of 25 January 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 First
      Supplemental Indenture thereto, dated as of 25 January 2016 (the “First Supplemental Indenture”), and
      the terms of the 1.900% ABIFI Notes. Capitalized terms used in this paragraph have the meanings
      assigned to such terms in the January 2016 Indenture, the First Supplemental Indenture and the terms of
      the 1.900% ABIFI Notes, as applicable.

      The 2.150% ABIFI Notes will be redeemed in full on the Redemption Date at a make-whole redemption
      price equal to the greater of (i) 100% of the principal amount of the 2.150% ABIFI Notes or (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 2.150% ABIFI Notes to be redeemed (not including
      any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption
      Date on a semiannual basis (assuming a 360-day year consisting of twelve (12) 30-day months) at the
      Treasury Rate plus 10 basis points. Such redemption is pursuant to the terms of the Indenture, dated as
      of 17 January 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 Tenth


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      Supplemental Indenture thereto, dated as of 27 January 2014 (the “Tenth Supplemental Indenture”), and
      the terms of the 2.150% ABIFI Notes. Capitalized terms used in this paragraph have the meanings
      assigned to such terms in the January 2013 Indenture, the Tenth Supplemental Indenture and the terms
      of the 2.150% ABIFI Notes, as applicable.

      On the Redemption Date, (i) the Notes will no longer be deemed outstanding, (ii) the Redemption Price
      will become due and payable on the Notes and, (iii) unless the Company defaults in making payment of
      the Redemption Price, interest on the Notes called for redemption shall cease to accrue on and after the
      Redemption Date.

      The trustee is transmitting to registered holders of the Notes the Issuers’ notices of redemption containing
      information required by the terms and conditions of the Notes and the Indentures.

      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.

      Dutch and French versions of this press release will be available on 23 March 2018 on www.ab-
      inbev.com.



       ANHEUSER-BUSCH INBEV CONTACTS

       Media                                                   Investors
       Marianne Amssoms                                        Henry Rudd
       Tel: +1-212-573-9281                                    Tel: +1-212-503-2890
       E-mail: marianne.amssoms@ab-inbev.com                   E-mail: henry.rudd@ab-inbev.com

       Peter Dercon                                            Mariusz Jamka
       Tel: +32 (0) 16 276 823                                 Tel: +32-16-27-68-88
       E-mail: peter.dercon@ab-inbev.com                       E-mail: mariusz.jamka@ab-inbev.com

       Aimee Baxter                                            Lauren Abbott
       Tel: +1.646.628.0393                                    Tel: +1-212-573-9287
       E-mail: aimee.baxter@ab-inbev.com                       E-mail: lauren.abbott@ab-inbev.com

                                                               Fixed Income Investors

                                                               Gabriel Ventura
                                                               Tel: +1-212-478-7031
                                                               E-mail: gabriel.ventura@ab-inbev.com

                                                               Suma Prasad
                                                               Tel: +1-212-503-2887
                                                               E-mail: suma.prasad@ab-inbev.com



      23 March 2018
      JSE Sponsor: Deutsche Securities (SA) Proprietary Limited

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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, among other things, statements relating to AB InBev’s business
      combination with ABI SAB Group Holding Limited and other statements other than historical facts. Forward-looking statements 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 the ability to realize synergies from the business combination with ABI SAB Group Holding Limited, 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
      SEC on 19 March 2018. 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, 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®, Castle®, Castle Lite®, Hoegaarden® and Leffe®; and local champions
      such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Chernigivske®, Cristal®, Harbin®, Jupiler®, Klinskoye®, Michelob
      Ultra®, Modelo Especial®, Quilmes®, Victoria®, Sedrin®, Sibirskaya Korona® 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 nearly 200,000 employees based in more than 50 countries worldwide.
      For 2017, AB InBev’s reported revenue was 56.4 billion USD (excluding JVs and associates).




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