On Oct. 10, 2016, Anheuser-Busch InBev completed its business combination with SABMiller plc (SABMiller). As previously announced, the combined group will retain the name Anheuser-Busch InBev SA/NV.
In connection with the closing, Altria Group Inc. received 185,115,417 restricted shares of AB InBev, representing a 9.6% economic and voting interest in AB InBev, and approximately $5.3 billion in pre-tax cash, as discussed below. These results reflect the proration effect of elections for the partial share alternative (PSA). Further, Marty Barrington, Altria’s chairman, CEO and president, and Billy Gifford, Altria’s CFO, have been appointed to AB InBev’s Board of Directors.
“We are very pleased to see the successful completion of this transaction between these two great companies. The transaction allows Altria to continue its participation in the global brewing profit pool as a significant shareholder in AB InBev, and we are excited about the prospects for the long-term value of our investment,” said Marty Barrington.
In addition to the restricted shares, Altria is receiving a total of approximately $5.3 billion in pre-tax cash. The cash results from the terms of the PSA (including proration) and the proceeds from the currency derivatives that Altria entered into to hedge its British pound exposure.
Expanded Share Repurchase Program
Altria’s Board of Directors (Board) has authorized the expansion of the current $1 billion share repurchase program to $3 billion, expected to be completed by the end of the second quarter of 2018. The timing of share repurchases depends upon marketplace conditions and other factors. The program remains subject to the discretion of the Board.
As a result of the Transaction, Altria expects to record a total estimated pre-tax gain in its reported earnings of approximately $13.7 billion, or $4.55 per share, substantially all of which will be recorded in the fourth quarter of 2016 (the Gain).
Equity Accounting Treatment and Reporting Lag
Altria will use the equity method of accounting for its investment in AB InBev. As previously disclosed, Altria will report its share of AB InBev’s results using a one-quarter lag because AB InBev’s results will not be available in time to record them in the concurrent period. For example, Altria’s share of AB InBev’s results for the relevant, post-closing portion of the fourth quarter of 2016 will be recorded in Altria’s 2017 first-quarter statement of earnings. Previously, Altria recorded results for its SABMiller investment concurrently with Altria’s reporting calendar.
This timing lag will not affect Altria’s cash flows or quarterly dividends per share, but will impact the year-over-year comparability of reported and adjusted diluted EPS in the short-term and, as discussed below, Altria’s 2016 full-year adjusted diluted EPS guidance.