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Anheuser-Busch InBev Announces Final Results of Exchange Offers
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: ANB
NYSE ADS Code: BUD
JSE Share Code: ANH
ISIN: BE0974293251
(“AB InBev”)
Anheuser-Busch InBev Announces
Final Results of Exchange Offers
Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH)
today announced the final results of its previously announced private offers to exchange any and all of the
outstanding notes listed below (the “Existing Notes”) issued by either Anheuser-Busch Companies, LLC
(“ABC”) or Anheuser-Busch InBev Worldwide Inc. (the “Issuer” or “ABIWW”) for a combination of the
Issuer’s new notes due 2048 (the “New Notes”) and cash (the “Exchange Offers”).
The Exchange Offers expired at 11:59 p.m., New York City time, on 18 April 2017 (such date and time, as
it may be extended by the Issuer, the “Expiration Time”). The following table indicates, among other
things, the principal amount of Existing Notes validly tendered and accepted for exchange as of the
Expiration Time:
Principal Amount Principal Amount
Original Principal Outstanding after Early Tendered and Accepted
CUSIP Title of Security Issuer Amount Outstanding Settlement as of Expiration Time
7.55% Debentures
035229CF8 ABC $200,000,000 $125,954,000 $0
due 2030
6.80% Debentures
035229CG6 ABC $200,000,000 $182,148,000 $2,134,000
due 2031
6.80% Debentures
035229CJ0 ABC $300,000,000 $173,295,000 $227,000
due 2032
5.95% Debentures
035229CQ4 ABC $300,000,000 $151,817,000 $0
due 2033
5.75% Debentures
035229DA8 ABC $300,000,000 $109,327,000 $2,013,000
due 2036
6.450% Debentures
035229DC4 ABC $500,000,000 $247,509,000 $65,000
due 2037
6.375% Notes due
03523TAP3 ABIWW $500,000,000 $244,425,000 $0
2040
6% Debentures due
035229CL5 ABC $250,000,000 $166,417,000 $0
2041
6.50% Debentures
035229CM3 ABC $250,000,000 $175,551,000 $0
due 2042
6.50% Debentures 1
035229CN1 ABC $300,000,000 $177,628,000 $20,000
due 2043
(1) Reflects the total principal amount of the 6.50% Debentures due 2043 tendered before 5:00 p.m., New York City time, on 4
April 2017 (the “Early Participation Deadline”), which was listed as $112,372,000 instead of $122,372,000 in AB InBev’s 5
April 2017 press release due to a typographical error.
Settlement, payment of the Cash Component and issuance of the New Notes to be issued in exchange
for Existing Notes validly tendered and accepted for exchange after 5:00 p.m., New York City time, on 4
April 2017 (the “Early Tender Deadline”) but prior to the Expiration Time is expected to occur on 20 April
2017. Terms used but not defined in this announcement have the meanings given to them in the
confidential offering memorandum dated 22 March 2017.
The Exchange Offers and the issuance of the New Notes have not been registered with the Securities
and Exchange Commission (the “SEC”) under the Securities Act, or any other applicable securities laws
and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred
within the United States or to or for the account of any U.S. person, except pursuant to an exemption from
the registration requirements thereof.
The Exchange Offers are being made, and the New Notes are being offered and will be issued, only (i) to
holders of Existing Notes that are “qualified institutional buyers” as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon the
exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, or
(ii) outside the United States, to holders of Existing Notes other than “U.S. persons”, as defined in Rule
902 under the Securities Act, in an offshore transaction in compliance with Regulation S under the
Securities Act and that are not acquiring the New Notes for the account or benefit of a U.S. person (a
holder satisfying at least one of the foregoing conditions being referred to as an “Eligible Holder”), and, in
each case, (x) if resident and/or located in any member state of the European Economic Area which has
implemented Directive 2003/71/EC, as amended (the “Prospectus Directive”), “qualified investors” as
defined in the Prospectus Directive and (y) not resident in Canada.
Non-U.S. Distribution Restrictions
Belgium. Neither the Confidential Offering Memorandum nor any other documents or materials
relating to the Exchange Offers were submitted for approval or recognition to the Belgian Financial
Services and Markets Authority and, accordingly, the Exchange Offers could not be made in Belgium by
way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public
takeover bids (the “Belgian Takeover Law”) or as defined in Article 3 of the Belgian Law of 16 June 2006
on the public offer of placement instruments and the admission to trading of placement instruments on
regulated markets (the “Belgian Prospectus Law”), both as amended or replaced from time to time.
Accordingly, the Exchange Offers were not advertised and the Exchange Offers were not extended, and
neither the Confidential Offering memorandum nor any other documents or materials relating to the
Exchange Offers (including any memorandum, information circular, brochure or any similar documents)
were distributed or made available, directly or indirectly, to any person in Belgium other than (i) to
persons which are “qualified investors” in the sense of Article 10 of the Belgian Prospectus Law, acting on
their own account or (ii) in any other circumstances set out in Article 6, Section 4 of the Belgian Takeover
Law and Article 3, Section 4 of the Belgian Prospectus Law. The Confidential Offering memorandum was
issued only for the personal use of the above qualified investors and exclusively for the purpose of the
Exchange Offers. Accordingly, the information contained in the Confidential Offering memorandum could
not be used for any other purpose or disclosed to any other person in Belgium.
European Economic Area. The Exchange Offers in any member state of the European
Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) were
made pursuant to an exemption under the Prospectus Directive from the requirement to publish a
prospectus. Accordingly, any person making or intending to make any offer in that Relevant Member
State of Existing Notes that are the subject of the Exchange Offers could only do so in circumstances in
which no obligation arises for the Issuer or any Dealer Manager (as defined in the Confidential Offering
Memorandum) to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such
offer. Neither the Issuer nor any Dealer Manager authorized the making of any offer of New Notes in
circumstances in which an obligation would arise for the Issuer or the Dealer Managers to publish a
prospectus for such offer. Any offer of New Notes made to holders which are located or resident in any
Relevant Member State was addressed to holders which are “qualified investors” as defined in the
Prospectus Directive. Any holder that is not a qualified investor was not be able to participate in the
Exchange Offers.
France. The Exchange Offers were not being made, directly or indirectly, to the public in the
Republic of France. Neither the Confidential Offering Memorandum nor any other documents or materials
relating to the Exchange Offers were distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of third parties (personnes
fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified
investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all
as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code
Monétaire et Financier, were eligible to participate in the Exchange Offers. The Confidential Offering
Memorandum and any other document or material relating to the Exchange Offers was not submitted for
clearance to nor approved by the Autorité des marchés financiers.
Italy. None of the Exchange Offers, the Confidential Offering memorandum or any other
documents or materials relating to the Exchange Offers or the New Notes was submitted to the clearance
procedure of CONSOB. The Exchange Offers were being carried out in the Republic of Italy as exempted
offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998,
as amended (the “Financial Services Act”) and article 35-bis, paragraph 3 and 4, of CONSOB Regulation
No. 11971 of 14 May 1999, as amended, as the case may be. Noteholders or beneficial owners of the
Existing Notes could offer to exchange the notes pursuant to the Exchange Offers through authorized
persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities
in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October
2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended)
and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any
other Italian authority. Each intermediary needed to comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the Existing Notes, the New Notes,
the Exchange Offers or the Confidential Offering Memorandum.
United Kingdom. Neither the communication of the Confidential Offering Memorandum nor any
other offering material relating to the Exchange Offers was made, and the Confidential Offering
Memorandum was not been approved, by an authorized person for the purposes of Section 21 of the
Financial Services and Markets Act. Accordingly, the Confidential Offering Memorandum was pm;u be
distributed to and directed at: (i) persons who are outside the United Kingdom, (ii) investment
professionals falling within Article 19(5) of the Order, (iii) persons who are within Article 43(2) of the Order
or (iv) high net worth entities, and other persons to whom the Confidential Offering Memorandum may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to for purposes of this paragraph as “relevant persons”). The New Notes were only
available 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 the Confidential Offering Memorandum or any of its contents and could not participate in the
Exchange Offers.
Canada. None of the Exchange Offers were made to any person who is a resident of Canada.
Any person who is a resident of Canada should not act or rely on the Confidential Offering Memorandum
or any of its contents and could not participate in the Exchange Offers.
Hong Kong. The New Notes could not be offered by means of any document other than (i) in
circumstances which do not constitute an offer to the public within the meaning of the Companies
Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii)
in other circumstances which do not result in the document being a “prospectus” within the meaning of
the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document
relating to the New Notes was issued or could be in the possession of any person for the purpose of issue
(in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are
likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of
Hong Kong) other than with respect to New Notes which are or are intended to be disposed of only to
persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder. The Confidential
Offering Memorandum was strictly confidential to the person to whom it is addressed and could not be
distributed, published, reproduced or disclosed (in whole or in part) by such person to any other person in
Hong Kong or used for any purpose in Hong Kong other than in connection with such person’s
consideration of the Exchange Offers.
Legal Disclaimer
This 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, among other things, statements relating to AB InBev’s business
combination with 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 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 ability to realize synergies from the business combination with SABMiller, the risks and
uncertainties relating to AB InBev described under Item 3.D of AB InBev’s Annual Report on Form 20-F (“Form 20-F”) filed with the
SEC on 22 March 2017. Other unknown or unpredictable factors could cause actual results to differ materially from those in the
forward-looking statements.
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, other reports furnished on Form 6-K, and any other documents that AB InBev has
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.
Contacts
Media Investors
Marianne Amssoms Henry Rudd
Tel: +1-212-573-9281 Tel: +1-212-503-2890
E-mail: marianne.amssoms@ab-inbev.com E-mail: henry.rudd@ab-inbev.com
Kathleen Van Boxelaer Mariusz Jamka
Tel: +32-16-27-68-23 Tel: +32-16-27-68-88
E-mail: kathleen.vanboxelaer@ab-inbev.com E-mail: mariusz.jamka@ab-inbev.com
Lauren Abbott
Tel: +1-212-573-9287
E-mail: lauren.abbott@ab-inbev.com
Fixed Income Investors
Gabriel Ventura
Tel: +1-212-478-7031
E-mail: gabriel.ventura@ab-inbev.com
20 April 2017
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with
secondary listings on the Mexico (MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and
with American Depositary Receipts on the New York Stock Exchange (NYSE: BUD). Our Dream is to
bring people together for a better world. Beer, the original social network, has been bringing people
together for thousands of years. We are committed to building great brands that stand the test of time and
to brewing the best beers using the finest natural ingredients. Our diverse portfolio of well over 500 beer
brands includes global brands Budweiser®, Corona® and Stella Artois®; multi-country brands Beck’s®,
Castle®, Castle Lite®, Hoegaarden® and Leffe®; and local champions such as Aguila®, Antarctica®,
Bud Light®, Brahma®, Cass®, Chernigivske®, Cristal®, Harbin®, Jupiler®, Klinskoye®, Michelob Ultra®,
Modelo Especial®, Quilmes®, Victoria®, Sedrin®, Sibirskaya Korona® and Skol®. Our brewing heritage
dates back more than 600 years, spanning continents and generations. From our European roots at the
Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co brewery in St.
Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To
Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to developed
and developing markets, we leverage the collective strengths of approximately 200,000 employees based
in more than 50 countries worldwide. For 2016, AB InBev’s reported revenue was 45.5 billion USD
(excluding JVs and associates).
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