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Anheuser-Busch InBev announces pricing of USD 1,470,000,000 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: ABI
NYSE ADS Code: BUD
JSE Share Code: ANB
ISIN: BE0003793107
The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of 14 November
2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated
market.
Anheuser-Busch InBev Announces
Pricing of USD 1,470,000,000 Notes
Anheuser-Busch InBev (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB) announced today that
its subsidiary Anheuser-Busch InBev Finance Inc. (“ABIFI” or the “Issuer”) has completed the pricing of USD
1,470,000,000 aggregate principal amount of fixed rate notes due 2046. The notes will bear interest at an annual
rate of 4.915%. The notes will mature on 29 January 2046. The issuance is expected to close on 29 January 2016
subject to customary closing conditions and to be listed on the Taipei Exchange (“TEPx”) of the Republic of China
(“ROC”).
The notes will be issued by ABIFI and will be fully, unconditionally and irrevocably guaranteed by AB InBev,
Brandbrew S.A., Brandbev S.à r.l., Cobrew NV/SA, Anheuser-Busch InBev Worldwide Inc. and Anheuser-Busch
Companies, LLC. The Notes will be senior unsecured obligations of the Issuer and will rank equally with all other
existing and future unsecured and unsubordinated debt obligations of the Issuer.
The notes are denominated in U.S. dollars, and both principal and interest will be paid in U.S. dollars as further
described in the preliminary prospectus supplement dated 20 January 2016 filed with the U.S. Securities and
Exchange Commission (the “SEC”) and available on www.sec.gov. Interest on the notes will be paid semi-annually in
arrears on 29 January and 29 July, starting on 29 July 2016.
Substantially all of the net proceeds of the offering are expected to be used to fund a portion of the purchase price for
the acquisition of SABMiller plc (the “Acquisition”) and related transactions. The remainder of the net proceeds will be
used for general corporate purposes. The notes were offered as a registered offering under AB InBev’s shelf
registration statement filed on Form F-3 with the SEC on 21 December 2015.
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this
communication relates. Any offer of securities will be made by means of the prospectus supplement and
accompanying prospectus relating to the offering. Copies of the prospectus and prospectus supplement, and any other
documents the Issuer has filed with the SEC containing more complete information about the Issuer and this offering
may be obtained, free of charge, by visiting Anheuser-Busch InBev SA/NV on the SEC web site at www.sec.gov, or by
requesting copies from Anheuser-Busch InBev SA/NV in writing or by telephone to +1-212-573-4365. Alternatively, a
copy of the prospectus relating to the offering may be obtained by contacting Deutsche Bank AG, Taipei Branch, by
email at synops@list.db.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the notes, nor shall there be
any sale of these notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or jurisdiction.
The Notes have not been, and shall not be, offered, sold or re–sold, directly or indirectly, to investors other than
“professional institutional investors” as defined under Paragraph 2, Article 4 of the Financial Consumer Protection Act
of the ROC which currently include: overseas or domestic (i) banks, securities firms, futures firms and insurance
companies (excluding insurance agencies, insurance brokers and insurance notaries), the foregoing as further defined
in more detail in Paragraph 3 of Article 2 of the Organization Act of the Financial Supervisory Commission (the “FSC”)
of the ROC, (ii) fund management companies, government investment institutions, government funds, pension funds,
mutual funds, unit trusts and funds managed by financial service enterprises pursuant to the Securities Investment
Trust and Consulting Act, the Future Trading Act or the Trust Enterprise Act or investment assets mandated and
delivered by or transferred for trust by financial consumers, and (iii) other institutions recognized by the FSC of the
ROC. Purchasers of the notes are not permitted to sell or otherwise dispose of the Notes except by transfer to the
aforementioned professional institutional investors.
Dutch and French versions of this press release will be posted on the website.
CONTACT
Media Investors
Marianne Amssoms Graham Staley
Tel: +1-212-573-9281 Tel: +1-212-573-4365
E-mail: marianne.amssoms@ab-inbev.com E-mail: graham.staley@ab-inbev.com
Karen Couck Christina Caspersen
Tel: +1-212-573-9283 Tel: +1-212-573-4376
E-mail: karen.couck@ab-inbev.com E-mail: christina.caspersen@ab-inbev.com
Kathleen Van Boxelaer Heiko Vulsieck
Tel: +32-16-27-68-23 Tel: +32-16-27-68-88
E-mail: kathleen.vanboxelaer@ab-inbev.com E-mail: heiko.vulsieck@ab-inbev.com
20 January 2016
JSE Sponsor
Deutsche Securities (SA) Proprietary Limited
About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) (MEXBOL: ABI) (JSE: ANB) based in Leuven,
Belgium, with American Depositary Receipts on the New York Stock Exchange (NYSE: BUD). It is the leading global
brewer and one of the world’s top five consumer products companies. Beer, the original social network, has been
bringing people together for thousands of years and our portfolio of well over 200 beer brands continues to forge
strong connections with consumers. This includes global brands Budweiser®, Corona® and Stella Artois®;
international brands Beck’s®, Leffe®, and Hoegaarden®; and local champions Bud Light®, Skol®, Brahma®,
Antarctica®, Quilmes®, Victoria®, Modelo Especial®, Michelob Ultra®, Harbin®, Sedrin®, Klinskoye®, Sibirskaya
Korona®, Chernigivske®, Cass®, and Jupiler®. Anheuser-Busch InBev’s dedication to quality goes back to a brewing
tradition of more than 600 years and the Den Hoorn brewery in Leuven, Belgium, as well as the pioneering spirit of
the Anheuser & Co brewery, with origins in St. Louis, USA since 1852. Geographically diversified with a balanced
exposure to developed and developing markets, Anheuser-Busch InBev leverages the collective strengths of its
approximately 155 000 employees based in 25 countries worldwide. In 2014, AB InBev realized USD 47.1 billion
revenue. The company strives to be the Best Beer Company Bringing People Together For a Better World. Learn
more at ab-inbev.com, at facebook.com/ABInBev or on Twitter through @ABInBevNews.
NOTES
Cautionary note regarding forward-looking statements
This press 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 statements relating
to AB InBev’s proposed acquisition of SABMiller 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 SABMiller 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 satisfaction of the pre-conditions and the conditions to the transactions
described herein, the ability to obtain the regulatory approvals related to the transactions and the ability to satisfy any
conditions required to obtain such approvals, and the risks relating to AB InBev described under Item 3.D of its
Annual Report on Form 20-F (“Form 20-F”) filed with the US Securities and Exchange Commission (“SEC”) on 24
March 2015 and in Exhibit 99.4 to its Report on Form 6-K (the “SABMiller 6-K”) filed with the SEC on 21 December
2015. Other unknown or unpredictable factors could cause actual results to differ materially from those in the
forward-looking statements. There can be no certainty that the proposed transactions will be completed on the terms
described herein or at all.
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, the SABMiller 6-K and other reports furnished on Form 6-K,
and any other documents that AB InBev or SABMiller have 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.
Future SEC Filings and This Filing: Important Information
In the event that AB InBev and SABMiller implement a transaction relating to the acquisition of SABMiller by AB InBev,
AB InBev or Newco (a Belgian limited liability company to be formed for the purposes of such transaction) may be
required to file relevant materials with the SEC. Such documents, however, are not currently available. INVESTORS
ARE URGED TO READ ANY DOCUMENTS REGARDING SUCH POTENTIAL TRANSACTION IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of
such filings without charge, at the SEC’s website (http://www.sec.gov) once such documents are filed with the SEC.
Copies of such documents may also be obtained from AB InBev, without charge, once they are filed with the SEC.
Notice to US investors
US holders of SABMiller shares should note that the steps of any transaction requiring approval by SABMiller
shareholders may be implemented under a UK scheme of arrangement provided for under English company law. If
so, it is expected that any shares to be issued under the transaction to SABMiller shareholders would be issued in
reliance upon the exemption from the registration requirements of the US Securities Act of 1933, provided by Section
3(a)(10) thereof and would be subject to UK disclosure requirements (which are different from those of the United
States). The transaction may instead be implemented by way of a takeover offer under English law. If so, any
securities to be issued under the transaction to SABMiller shareholders will be registered under the US Securities Act,
absent an applicable exemption from registration. If the transaction is implemented by way of UK takeover offer, it
will be done in compliance with the applicable rules under the US Exchange Act of 1934, including any applicable
exemptions provided under Rule 14d-1(d) thereunder.
This filing shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Disclaimer
TEPx is not responsible for the content of this document and any amendments or supplements hereto and no
representation is made by the TPEx as to the accuracy or completeness of this document and any amendments or
supplements hereto. The TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the
reliance on, all or part of the contents of this document and any amendments or supplements hereto. Admission to
the listing and trading of the Notes on the TPEx shall not be taken as an indication of the merits of us or the Notes.
No assurance can be given that such applications will be granted or that the TPEx listing will be maintained.
Date: 21/01/2016 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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