Anheuser-Busch InBev gets early tenders for $16.3 billion of notes

By Susanna Moon

Chicago, Jan. 25 – Anheuser-Busch InBev SA/NV said holders had tendered $16,326,085,000 of 12 series of notes as of the early tender deadline of 5 p.m. ET on Jan. 24.

The company said on Jan. 10 that wholly owned subsidiaries Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch Cos., LLC and Anheuser-Busch InBev Finance Inc. were offering to purchase the notes for an aggregate purchase price of $11 billion, excluding accrued interest, until 11:59 p.m. ET on Feb. 7.

Later that day on Jan. 10, the company upsized the offer cap to $16.5 billion after Anheuser-Busch InBev Worldwide priced $15.5 billion of fixed-rate notes in six tranches.

The tender offers are organized across five pools, each with a cap that may be adjusted if at least one of the pools is undersubscribed and another is oversubscribed, according to the previous announcement.

Tendered notes may not be withdrawn after the early deadline.

The breakdown for the early tenders was not disclosed in the company update on Friday.

Pricing will be set at 11 a.m. ET on the business day following the early tender deadline using a reference security plus a fixed spread for a total purchase price that includes an early premium of $30 for each $1,000 principal amount of notes tendered by the early deadline.

The total purchase price per $1,000 principal amount will be $1,013.75 for the floating-rate notes due 2021 and $982.50 per $1,000 principal amount floating-rate notes due 2024.

Holders also will receive accrued interest up to but excluding the settlement date.

2021 pool offer

In the 2021 pool offer, the company is offering to pay up to $2.4 billion to purchase the following series, with notes listed in order of priority acceptance levels and pricing for each $1,000 principal amount:

• $4,967,588,000 2.65% notes due 2021 with pricing to be set using the 2.5% Treasury note due Dec. 31, 2020 plus 50 basis points for a total hypothetical purchase price of $991.96;

• $500 million floating-rate notes due 2021 for a total purchase price of $1,013.75; and

• $500 million 4.375% notes due 2021 with pricing to be set using the 2.5% Treasury note due Dec. 31, 2020 plus 60 bps for a total hypothetical purchase price of $1,023.24.

2022 pool offer

In the 2022 pool offer, the company is offering to pay up to $2.5 billion to purchase the following series, with notes listed in order of priority acceptance levels and pricing for each $1,000 principal amount to be set using the 2.5% Treasury note due Jan. 15, 2022 plus a fixed spread:

• $2,350,039,000 of 3.75% notes due 2022 with pricing to be set using a spread of 85 bps for a total hypothetical purchase price of $1,009.54; and

• $3 billion 2.5% notes due 2022 with pricing to be set using a spread of 90 bps for a total hypothetical purchase price of $969.40.

2023 pool offer

In the 2023 pool offer, the company is offering to pay up to $3 billion to purchase the following series, with notes listed in order of priority acceptance levels and pricing for each $1,000 principal amount to be set using the 2.625% Treasury note due Dec. 31, 2023 plus a fixed spread:

• $1.25 billion 2.625% due 2023 with pricing to be set using a spread of 105 bps for a total hypothetical purchase price of $964.13; and

• $6 billion 3.3% due 2023 with pricing to be set using a spread of 105 bps for a total hypothetical purchase price of $988.58.

2024 pool offer

In the 2024 pool offer, the company is offering to pay up to $1.5 billion to purchase the following series, with notes listed in order of priority acceptance levels and pricing for each $1,000 principal amount:

• $500 million floating-rate notes due 2024 for a total purchase price of $982.50;

• $1.5 billion 3.5% notes due 2024 with pricing to be set using the 2.625% Treasury note due Dec. 31, 2023 plus 115 bps for a total hypothetical purchase price of $990.57; and

• $1.4 billion 3.7% notes due 2024 with pricing to be set using the 2.625% Treasury note due Dec. 31, 2023 plus 120 bps for a total hypothetical purchase price of $997.25.

2026 pool offer

In the 2026 pool offer, the company is offering to pay up to $1.6 billion to purchase the following series, with notes listed in order of priority acceptance levels and pricing for each $1,000 principal amount to be set using the 3.125% Treasury note due Nov. 15, 2028 plus a fixed spread:

• $2,444,837,000 3.65% notes due 2026 with pricing to be set using a spread of 140 bps for a total hypothetical purchase price of $971.70; and

• $8,555,163,000 3.65% notes due 2026 with pricing to be set using a spread of 140 bps for a total hypothetical purchase price of $971.70.

The total hypothetical purchase price for each $1,000 principal amount was set using the yield of the U.S. Treasury reference security for that series as of 11 a.m. ET on Jan. 9 assuming a final settlement date of Feb. 11.

The dealer managers are Barclays (212 528-7581 or 800 438-3242), BofA Merrill Lynch (980 683-3215 or 888 292-0070) and Deutsche Bank Securities (212 250-2955 or 866 627-0391). The tender and information agent is Global Bondholders Services Corp. (212 430-3774, 866 470-3800, fax 212 430-3775 or 212 430-3779).

The issuer is a brewery based in Leuven, Belgium.

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