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Anheuser-Busch InBev Renews Rights Offer; Stock Sinks (Update5)

By Thomas Mulier

Nov. 24 (Bloomberg) -- Anheuser-Busch InBev, formed last week after the largest European and American brewers merged, revived a stock sale to pay down the deal's $54.8 billion of debt after its controlling investors stumped up more cash.

As many as 986.1 million new shares are being sold to current investors at 6.45 euros apiece, raising 6.36 billion euros ($8.05 billion), the Leuven, Belgium-based maker of Stella Artois and Budweiser said today, and an additional tranche of ex-rights stock is also being sold. Investors can subscribe for eight new shares for every five they already own until Dec. 9.

The shares tumbled 20 percent in Belgian trading, closing at the lowest since March 2003, after the price of the ex-rights stock sale was announced. The brewer halted the offer on Oct. 14, saying it would wait for stable markets, though the company has since lost about half its market value. Its controlling executives and Belgian families will invest 2.8 billion euros to keep their majority, more than double their previous intention.

``They believe in the company, and secondly they need to get the deal done,'' said Giulio Lombardi, an analyst at Fitch Ratings in London. ``In terms of timing, they can't just wait and wait until things get better. When there's a window of opportunity, companies are taking it right now.''

The former InBev NV renamed itself after buying Anheuser- Busch Cos. for $52 billion last week, the biggest takeover completed this year, and taking on the deal's debt from lenders.

Stock Placing Priced

BNP Paribas, Deutsche Bank AG and JPMorgan Chase & Co. are managing a sale of up to 1.2 billion euros of Anheuser-Busch InBev shares, which don't have the right to buy new stock in the concurrent offering, on behalf of the Belgian families.

That sale was priced at 10 euros per share, according to an e-mail from the underwriters to clients obtained by Bloomberg News after trading closed. That implies a price of 16.45 euros if the shares' rights are included, near today's close of 16.50 euros, which followed a slump in the last minutes of trading.

The families are selling that stock to pay for exercising their rights in the other offer on a ``cash-neutral basis,'' the statement said. The rest of the controlling stake is held by a group of Brazilian-born ex-bankers, including Chief Executive Officer Carlos Brito. In 2004, the Brazilians' AmBev merged with the Belgians' Interbrew to form InBev.

`Debt Mountain'

The stock sale ``is the first stage in paying down the debt mountain,'' Collins Stewart analyst Rob Mann said in an e-mailed note. ``The contribution from the families should facilitate the equity issue. This situation remains relatively high-risk.''

The stake of the controlling shareholders will drop to as little as 56 percent after the rights issue, Mann said.

Anheuser-Busch InBev considered ``a number of factors'' for the sale's timing, including the increased willingness to invest by the controlling shareholders, according to Marianne Amssoms, a company spokeswoman. She declined to comment further.

``There are violent market movements right now, but it could be even worse next year,'' making it harder to sell stock and pay the debt, said Karim Bertoni, who helps run $26 billion at Banque Syz & Co. in Geneva and doesn't hold the stock.

AB-InBev shares fell 4.10 euros to 16.50 euros in Brussels. The 20 percent plunge was the steepest since 2001. More than 20 percent of the day's total volume, or about 2.3 million shares, traded at that closing price, Bloomberg data shows, and more than 10 million shares were traded today, the most ever.

The stock had tumbled 16 percent on Nov. 21, the previous trading day, on speculation the rights offer would be announced, and has lost 71 percent of its value this year.

Discount to TERP

The offer price is 69 percent below last week's 20.60-euro close. It's also about 45 percent less than the ``theoretical ex-rights price,'' or TERP, of 12 euros calculated earlier today by Collins Stewart's Mann, who said the discount should help get the stock sale done. The implied TERP at today's closing price is 10.05 euros, according to Bloomberg calculations. The stock begins trading without the rights tomorrow.

The $54.8 billion of debt consists of a $9.8 billion equity bridge financing, to be repaid with the stock sale announced today, and another $45 billion of loans. Analysts and press reports have speculated InBev may sell assets such as the Beck's brand and Anheuser's packaging unit to whittle the debt down as economies and beer demand slow around the world.

InBev had to sweeten its first bid for Anheuser to win over the U.S. company's controlling family this summer and gain half of the American beer market.

Gains Wiped Out

Some analysts had thought InBev would renegotiate the deal after markets subsequently plunged and the global credit markets seized up, with Dresdner Kleinwort analyst Andrew Holland saying last month that the deal looked ``awful'' financially.

Brito and the company's other Brazilian executives are known for a technique known as ``zero-based budgeting'' to drive profit growth through slashing costs, a strategy that delivered four years of stock gains between 2004 and 2007 even as prices for barley, energy and metal used in beer cans soared.

Those gains have all been wiped out this year, and the stock is trading at its lowest since December, 2003. Anheuser- Busch InBev is the second-worst performer during the second half of 2008 among brewers in the pan-European Dow Jones Stoxx 600 Index. The worst is Denmark's Carlsberg A/S, which also funded a major acquisition with debt and a rights offer this year.

The previous rights offer aimed to raise $9.8 billion, compared with the equivalent of $8.05 billion unveiled today based on the current exchange rate. Marianne Amssoms, the brewer's spokeswoman, said the size of the rights issue effectively hasn't changed from $9.8 billion in dollar terms because the company had hedged its euro-dollar exposure at an average rate of $1.5409 per euro.

To contact the reporter on this story: Thomas Mulier in Geneva at tmulier@bloomberg.net.

Last Updated: November 24, 2008 13:45 EST