Wrap Text
Pricing of EUR 2.25 Billion Notes and Redemption of
USD 1.56 Billion and EUR 750 Million 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: ANB
NYSE ADS Code: BUD
JSE Share Code: ANH
ISIN: BE0974293251
(“AB InBev” or the “Company”)
Anheuser-Busch InBev Announces Pricing of EUR 2.25 Billion Notes and Redemption of
USD 1.56 Billion and EUR 750 Million Notes
NOT FOR DISTRIBUTION INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Brussels, 26 March 2019 -- Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD)
(MEXBOL: ANB) (JSE: ANH) today announced that it has completed the pricing of EUR 2,250,000,000
aggregate principal amount of notes (the "New Notes"). The New Notes will be issued on 29 March 2019.
The New Notes will comprise the following series:
Title of Securities 8.25-year 1.125% Notes due 12-year 1.650% Notes due 28
2027 March 2031
Aggregate principal EUR 1,250,000,000 EUR 1,000,000,000
amount
Maturity date 1 July 2027 28 March 2031
Interest payment dates Annually on 1 July of each year, Annually on 28 March of each year,
with first coupon payable on 1 July with first coupon payable on 28
2019 March 2020
Interest Rate 1.125% 1.650%
The New Notes will be issued by AB InBev and will be fully, unconditionally and irrevocably guaranteed by
Anheuser-Busch Companies, LLC, Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev Worldwide
Inc., Brandbev S.à r.l, Brandbrew S.A. and Cobrew NV. The New Notes will be senior, unsecured
obligations of AB InBev and will rank equally with all other existing and future unsecured and
unsubordinated debt obligations of AB InBev.
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The proceeds of the New Notes will be used for general corporate purposes, including repayment of
upcoming debt maturities in 2021 to 2024 and 2020. The New Notes will be issued by AB InBev under its
Euro Medium Term Note programme base prospectus published on 12 December 2018, as supplemented
by a first supplemental prospectus dated 25 March 2019.
It is expected that the New Notes will be listed in due course on the London Stock Exchange.
AB InBev further announces that it and its wholly-owned subsidiaries Anheuser-Busch InBev Worldwide
Inc. (“ABIWW”) and Anheuser-Busch InBev Finance Inc. (“ABIFI”) are exercising their respective options
to redeem the outstanding principal amounts indicated in the table below of the following series of notes on
25 April 2019 (the “Redemption Date”):
Aggregate Principal
Aggregate Principal Amount to be
Issuer Amount Outstanding Redeemed Title of Series of Notes CUSIP No.
AB InBev EUR 750,000,000 EUR 750,000,000 2.25% Notes due 2020 BE6258027729
(the "EUR Notes")
ABIWW USD 1,249,451,000 USD 1,249,451,000 3.750% Notes due 2022 035240 AD2
(the “2022 Notes”)
3.300% Notes due 2023
ABIFI USD 3,114,074,000 USD 315,000,000 (the “2023 Notes” and 035242 AL0
together with the 2022
Notes, the “USD Notes”)
The EUR Notes will be redeemed in accordance with the Conditions of the EUR Notes in full on the
Redemption Date at a make-whole price equal to the greater of (i) the outstanding principal amount of the
EUR Notes; or (ii) the sum, as determined by the Calculation Agent, of the present values of the remaining
scheduled payments of principal and interest on the Notes to redeemed (not including any portion of such
payments of interest accrued to the date of redemption) discounted to the Redemption Date on an annual
basis (assuming a 360-day year constituting of 30-day months) at the rate per annum equal to the
equivalent yield to maturity of the Reference Bond calculated using a price for the Reference Bond
(expressed as a percentage of its principal amount equal to the Reference Bond Price for such Redemption
Date) plus 20 basis points (the "EUR Redemption Price"). The Reference Rate will be calculated on the
third Business Day preceding the Redemption Date. Capitalized terms used in this paragraph have the
meanings assigned to such terms in the Conditions of the EUR Notes.
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The 2022 Notes will be redeemed in full on the Redemption Date at a make-whole redemption price equal
to the greater of (i) 100% of the principal amount of the 2022 Notes; and (ii) as determined by the
Independent Investment Banker, the sum of the present values of the remaining scheduled payments of
principal and interest on the 2022 Notes discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months or in the case of an incomplete month, the
number of days elapsed) at the Treasury Rate plus 30 basis points together with, in each case, accrued
and unpaid interest on the principal amount of the 2022 Notes to be redeemed to (but excluding) the
Redemption Date (the “2022 Redemption Price”). The Treasury Rate will be calculated on the third
Business Day preceding the Redemption Date. Such redemption is pursuant to the terms of the Indenture,
dated as of 16 December 2016, by and among ABIWW, AB InBev, the subsidiary guarantors named therein
and The Bank of New York Mellon Trust Company, N.A., as trustee (the “December 2016 Indenture”), the
Fourth Supplemental Indenture thereto, dated as of 16 December 2016 (the “Fourth Supplemental
Indenture”), and the terms of the 2022 Notes. Capitalized terms used in this paragraph have the meanings
assigned to such terms in the December 2016 Indenture, the Fourth Supplemental Indenture and the terms
of the 2022 Notes, as applicable.
USD 315,000,000 aggregate principal amount of the 2023 Notes will be redeemed on the Redemption Date
at a make-whole redemption price equal to the greater of (i) 100% of the principal amount of the 2023
Notes; and (ii) as determined by the Independent Investment Banker, the sum of the present values of the
remaining scheduled payments of principal and interest on the 2023 Notes as if the 2023 Notes matured
on 1 December 2022 (not including any portion of such payments of interest accrued to the Redemption
Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 25 basis point; plus, in each case, accrued and unpaid
interest on the principal amount of the 2023 Notes to be redeemed to (but excluding) the Redemption Date
(the “2023 Redemption Price”). The Treasury Rate will be calculated on the third Business Day preceding
the Redemption Date. Such redemption is pursuant to the terms of the Indenture, dated as of 25 January
2016, by and among ABIFI, AB InBev, the subsidiary guarantors named therein and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “January 2016 Indenture”), the Third Supplemental Indenture
thereto, dated as of 25 January 2016 (the “Third Supplemental Indenture”), and the terms of the 2023
Notes. Capitalized terms used in this paragraph have the meanings assigned to such terms in the January
2016 Indenture, the Third Supplemental Indenture and the terms of the 2023 Notes, as applicable.
On the Redemption Date, (i) the EUR Notes and 2022 Notes will no longer be deemed outstanding, (ii)
USD 2,799,074,000 principal amount of the 2023 Notes will remain outstanding, (iii) the Redemption Price
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will become due and payable on the Notes, as applicable, and, (iv) unless the Company defaults in making
payment of the Redemption Price, interest on the Notes called for redemption shall cease to accrue on and
after the Redemption Date.
The trustee and the Domiciliary Agent are transmitting to registered holders of the Notes the notices of
redemption containing information required by December 2016 Indenture, the January 2016 Indenture, the
Fourth Supplemental Indenture, the Third Supplemental Indenture, the terms of the 2022 Notes, the terms
of the 2023 Notes and the terms of the EUR Notes, as applicable. For the redemption price of the USD
notes, please contact Shannon Matthews at BNY Mellon (shannon.matthews@bnymellon.com) and for the
EUR Notes please contact BNP Paribas Fortis (cmops.securitiesoperations.cb@bnpparibasfortis.com).
IMPORTANT NOTICES
This announcement does not constitute an offer of the securities to the public in the United Kingdom (the
“UK”). This announcement is only being distributed to, and is directed only at, persons who (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion
Order”), (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion Order,
or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons together
being referred to as “relevant persons”). In the UK, any investment activity and the New Notes to which this
announcement relates are only available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire the New Notes will be engaged in only with, relevant persons. This announcement
and its contents must not be acted on or relied on by persons who are not relevant persons.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as
amended or superseded), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended
or superseded). No key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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MiFID II product governance/Professional investors and ECPs only target market – Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
New Notes has led to the conclusion that: (i) the target market for the New Notes is eligible counterparties
and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the New
Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the New Notes (a "distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the New Notes (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
The New Notes and the guarantees (together, 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.
The distribution of this announcement and other information in connection with the offer of the New Notes
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.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities
nor will there be any sale of securities in any state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or
other jurisdiction.
English, Dutch and French versions of this announcement will be available on www.ab-inbev.com.
ANHEUSER-BUSCH INBEV CONTACTS
Investors Media
Lauren Abbott Pablo Jimenez
Tel: +1 212 573 9287 Tel: +1 212 573 9289
E-mail: lauren.abbott@ab-inbev.com E-mail: pablo.jimenez@ab-inbev.com
Mariusz Jamka Aimee Baxter
Tel: +32 16 276 888 Tel: +1 718 650 4003
E-mail: mariusz.jamka@ab-inbev.com E-mail: aimee.baxter@ab-inbev.com
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Jency John Ingvild Van Lysebetten
Tel: +1 646 746 9673 Tel: +32 16 276 823
E-mail: jency.john@ab-inbev.com E-mail: ingvild.vanlysebetten@ab-inbev.com
Fixed Income Investors
Gabriel Ventura
Tel: +1-212-478-7031
E-mail: gabriel.ventura@ab-inbev.com
Suma Prasad
Tel: +1-212-503-2887
E-mail: suma.prasad@ab-inbev.com
27 March 2019
JSE Sponsor: Questco Corporate Advisory Proprietary Limited
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 ABI SAB Group Holdings Limited 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 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 US Securities and Exchange Commission (“SEC”) on 22 March 2019. 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 and 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.
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®, Cristal®, Harbin®, Jupiler®, Michelob Ultra®, Modelo Especial®,
Quilmes®, Victoria®, Sedrin®, 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 175,000 employees based in nearly 50 countries worldwide. For 2018, AB InBev’s reported
revenue was 54.6 billion USD (excluding JVs and associates).
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