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Anheuser-Busch InBev announces EUR 13.25 billion notes issuance
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
JSE Share Code: ANB
ISIN: BE0003793107
NYSE ADS Code: BUD
ISIN: US03524A1088
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.
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Access to this press release is granted on the condition that you have read, understood and
accepted the following terms.
Access to this press release is restricted to (a) persons who have professional experience in
matters relating to investments falling within Article 19(1) of the UK Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities
falling within Article 49(1) of the Order, and other persons to whom it may otherwise lawfully
be communicated (all such persons together being referred to as “relevant persons”). The
Notes (as defined below) are available only to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on this Press Release or
any of its contents.
Anheuser-Busch InBev announces
EUR 13.25 billion notes issuance
Anheuser-Busch InBev (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB) announced today that it
has completed the pricing of EUR 13.25 billion aggregate principal amount of notes (the “Notes”). The
Notes will be issued on 29 March 2016. The Notes comprise the following series:
Title of 4-year 6-year 9-year 12-year 20-year 4-year
Securities 0.625% 0.875% 1.500% 2.000% 2.750% Floating Rate
Notes due Notes due Notes due Notes due Notes due Notes due
2020 2022 2025 2028 2036 2020
Aggregate EUR EUR EUR EUR EUR EUR
principal 1,750,000,000 2,000,000,000 2,500,000,000 3,000,000,000 2,750,000,000 1,250,000,000
amount
Maturity 17 March 2020 17 March 2022 17 March 2025 17 March 2028 17 March 2036 17 March 2020
date
Interest Annually on Annually on Annually on Annually on Annually on Quarterly on
payment March 17 of March 17 of March 17 of March 17 of March 17 of March 17, June
dates each year with each year with each year with each year with each year with 17, September
first coupon first coupon first coupon first coupon first coupon 17 and
payable on payable on payable on payable on payable on December 17,
March 17, March 17, March 17, March 17, March 17, commencing
2017 2017 2017 2017 2017 June 17, 2016
up to and
including the
Maturity Date
Interest 0.625% 0.875% 1.500% 2.000% 2.750% Three-month
Rate EURIBOR plus
75 basis points
The Notes will be issued by Anheuser-Busch InBev SA/NV and will be fully, unconditionally and irrevocably
guaranteed by Anheuser-Busch Companies LLC, Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch
InBev Finance Inc., Brandbev S.à r.l, Brandbrew S.A. and Cobrew NV. 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 proceeds of the Notes will be applied for the realisation of the strategy of Anheuser-Busch InBev,
including to fund a portion of the purchase price for the acquisition of SABMiller plc (the "Acquisition") and
for general corporate purposes. The Notes will be issued by Anheuser-Busch InBev SA/NV under its Euro
Medium Term Note programme base prospectus published on 13 January 2016, as supplemented by a first
supplemental prospectus dated 22 January 2016 and a second supplemental prospectus dated 15 March
2016. Anheuser-Busch InBev SA/NV is currently rated A- (stable) (Standard and Poor’s) and A2 (negative
watch) (Moody’s), with an expected rating for the Notes of A3 (stable) by Moody's.
The 2020 fixed and floating rate Notes, the 2022 fixed rate Notes and the 2025 fixed rate Notes will be
subject to a special mandatory redemption at a redemption price equal to 101% of the principal amount
of such Notes, together, if appropriate, with interest accrued to, but excluding the special mandatory
redemption date if the Acquisition is not completed on or prior to 11 November 2016 (which date is
extendable at the option of the Issuer to 11 May 2017) or if, prior to such date, AB InBev announces the
withdrawal or lapse of the Acquisition and that it is no longer pursuing the Acquisition.
The Notes are being offered and sold to investors in certain jurisdictions outside the US to non-US persons
pursuant to Regulation S under the US Securities Act of 1933, as amended.
It is expected that the Notes will be listed in due course on the London Stock Exchange.
About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings
on the Mexican (MEXBOL: ABI) and Johannesburg (JSE: ANB) stock exchanges and with American Depositary Receipts
on the New York Stock Exchange (NYSE: BUD). It is the leading global brewer by volume and one of the world’s top five
consumer products companies. The company has a portfolio of well over 200 beer brands and it aims to continue 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 brewing heritage and quality is rooted in
brewing traditions of more than 600 years and the Den Hoorn brewery in Leuven, Belgium, as well as 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 more than 150,000 employees
based in 26 countries worldwide. In 2015, Anheuser-Busch InBev realized 43.6 billion USD revenue. The company
strives to be the Best Beer Company Bringing People Together For a Better World.
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 Anheuser-Busch InBev
and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements
contained in this release include statements relating to Anheuser-Busch 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 Anheuser-Busch
InBev, are subject to numerous risks and uncertainties about Anheuser-Busch InBev and SABMiller and
are dependent on many factors, some of which are outside of Anheuser-Busch 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 Anheuser-Busch 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 on 14 March 2016. 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 Anheuser-Busch InBev’s most recent Form 20-F and other reports
furnished on Form 6-K, and any other documents that Anheuser-Busch 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 Anheuser-Busch InBev will be realized or, even if substantially realized, that they will have the
expected consequences to, or effects on, Anheuser-Busch InBev or its business or operations. Except as
required by law, Anheuser-Busch InBev undertakes no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise.
Anheuser-Busch InBev Contacts:
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 Heiko Vulsieck
Tel: +1-212-573-9283 Tel: +32-16-27-68-88
E-mail: karen.couck@ab-inbev.com E-mail: heiko.vulsieck@ab-inbev.com
Kathleen Van Boxelaer
Tel: +32-16-27-68-23
E-mail: kathleen.vanboxelaer@ab-inbev.com
17 March 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
The Notes and the Guarantees (the "Securities") have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act") or any relevant securities laws
of any state or other jurisdiction and may not be offered or sold in the United States absent
registration or an exemption from the registration requirements of the Securities Act.
Accordingly, the Securities are being offered only outside the US to non-US persons in reliance
on Regulation S under the Securities Act. There will be no public offer of the Securities in the
United States.
This press release does not constitute an offer to sell or the solicitation of an offer to buy debt
securities in the US or any other jurisdiction.
The distribution of this announcement and other information in connection with the offer in
certain jurisdictions may be restricted by law and persons into whose possession any document
or other information referred to herein comes should inform themselves about and observe any
such restriction. Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Dutch and French versions of this press release will be posted on the website.
Date: 17/03/2016 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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