Anheuser-Busch to issue 4.439% notes due 2048 in exchange; pricing set

By Susanna Moon

Chicago, April 5 – Anheuser-Busch InBev SA priced the exchange for 10 series of notes issued by Anheuser-Busch Cos., LLC (ABC) or Anheuser-Busch InBev Worldwide Inc. (ABIWW).

In exchange, ABIWW is offering to issue new 4.439% notes due Oct. 6, 2048, with pricing set using the bid-side yield on the 2.875% U.S. Treasury security due Nov. 15, 2046 at 11 a.m. ET on April 4 plus 145 basis points.

For some series, the company also will pay cash in addition to the issue of new notes.

The total exchange price for each $1,000 principal amount is as follows, with pricing set at 11 a.m. ET on April 4 using a reference yield based on a reference security plus a fixed spread:

• $200 million of 7.55% debentures due 2030 issued by ABC has a total exchange price of $1,409.43 consisting of $1,290.43 new notes and $119 in cash, with pricing set using the 2.25% U.S. Treasury note due Feb. 15, 2027 plus 133 bps for a reference yield of 2.343% and the cash payment to equal 30% of premium;

• $200 million of 6.8% debentures due 2031 issued by ABC has a total exchange price of $1,335.61 consisting of $1,237.61 new notes and $98.00 cash, with pricing set using the 2.25% U.S. Treasury note due Feb. 15, 2027 plus 133 bps for a reference yield of 2.343% and cash payment to equal 40% of premium;

• $300 million of 6.8% debentures due 2032 issued by ABC has a total exchange price of $1,361.90 consisting of $1,301.90 new notes and $60.00 cash, with pricing set using the 2.25% U.S. Treasury note due Feb. 15, 2027 plus 135 bps for a reference yield of 2.343% and cash payment to equal 25% of premium;

• $300 million of 5.95% debentures due 2033 issued by ABC has a total exchange price of $1,227.89 consisting of $1,160.89 new notes and $67.00 cash, with pricing set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 100 bps for a reference yield of 2.989% and cash payment to equal 40% of premium;

• $300 million of 5.75% debentures due 2036 issued by ABC has a total exchange price of $1,220.84 consisting of $1,220.84 new notes, with pricing set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 108 bps for a reference yield of 2.989% and no cash payment;

• $500 million of 6.45% debentures due 2037 issued by ABC has a total exchange price of $1,324.53 consisting of $1,324.53 new notes, with pricing set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 110 bps for a reference yield of 2.989% and no cash payment;

• $500 million of 6.375% notes due 2040 issued by ABIWW has a total exchange price of $1,318.77 consisting of $1,318.77 new notes, with pricing set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 120 bps for a reference yield of 2.989% and no cash payment;

• $250 million of 6% debentures due 2041 issued by ABC has a total exchange price of $1,267.17 consisting of $1,267.17 new notes, with pricing set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 125 bps for a reference yield of 2.989%;

• $250 million of 6.5% debentures due 2042 issued by ABC has a total exchange price of $1,346.99 consisting of $1,346.99 new notes, with pricing set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 125 bps for a reference yield of 2.989%; and

• $300 million of 6.5% debentures due 2043 issued by ABC has a total exchange price of $1,352.72 consisting of $1,352.72 new notes, with pricing set using the 2.875% U.S. Treasury note due Nov. 15, 2046 plus 125 bps for a reference yield of 2.989% and no cash payment.

In each case, Anheuser-Busch will also pay an early participation premium of $30 new notes for each $1,000 principal amount of notes tendered by 5 p.m. ET on April 4, the early tender date.

The exchange offers will continue until 11:59 p.m. ET on April 18. The offers began on March 22.

Holders who tender their notes for exchange after the early deadline will receive the total exchange amount less the early premium.

The company will also pay in cash all or a portion of accrued interest on existing tendered notes to but excluding the settlement date.

Tendered notes may no longer be withdrawn, as of 5 p.m. ET on April 4.

New notes will be issued in minimum denominations of $1,000.

The exchange agent and information agent is Global Bondholder Services Corp. (212 430-3774, 866 470-3900 or contact@gbsc-usa.com).

Anheuser-Busch is a beer maker based in St. Louis.

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