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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 Early
Results of Cash Tender Offers for up to USD
3.5 Billion Aggregate Purchase Price of Twelve
Series of USD Notes and Two Series of GBP
Notes
1 December 2022 – Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE:
BUD) (MEXBOL: ANB) (JSE: ANH) today announced the early results of offers to purchase
for cash any validly tendered (and not validly withdrawn) and accepted notes up to an
aggregate purchase price (excluding accrued and unpaid interest) of US$3.5 billion (such
amount, the “Offer Cap”) of (i) two series of GBP notes issued by AB InBev (collectively, the
“GBP Notes”) and (ii) seven series of USD notes issued by its wholly-owned subsidiary
Anheuser-Busch InBev Worldwide Inc. (“ABIWW” or a “Company”), three series of USD
notes issued by its wholly-owned subsidiary Anheuser-Busch InBev Finance Inc. (“ABIFI” or a
“Company”) and two series of USD notes issued by its wholly-owned subsidiaries ABIWW
and Anheuser-Busch Companies, LLC (“ABC” or a “Company”, and together with AB InBev,
ABIWW and ABIFI, the “Companies”) (collectively, the “USD Notes”, and together with the
GBP Notes, the “Notes”), as described in the table set forth below (the “Tender Offers”).
As announced on 16 November 2022, the Companies will spend up to the Offer Cap, subject
to the Acceptance Priority Levels (as defined below), to purchase the outstanding Notes listed
in the table below.
The Tender Offers have been made pursuant to the terms and conditions set forth in the offer
to purchase dated 16 November 2022 (the “Offer to Purchase”). Terms not defined in this
announcement have the meanings given to them in the Offer to Purchase.
According to information provided by Global Bondholder Services Corporation, the Tender
and Information Agent for the Tender Offers, $7,274,315,000 aggregate principal amount of
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the USD Notes and £851,982,000 aggregate principal amount of the GBP Notes were validly
tendered prior to or at the Early Tender Time and not validly withdrawn.
The following table indicates, among other things, the principal amount of Notes validly
tendered as of the Early Tender Time:
ISIN / (if applicable) Outstanding Issuer Acceptance Principal Amount
Title of CUSIP Principal Maturity and Priority Tendered as of Early
Notes(a)(c) Amount Date Offeror Level(b) Tender Time
2.850% Notes
BE6295395956 £900,000,000 May 25, 2037 AB InBev 1 £488,737,000
due 2037
3.750% Notes US03523TBQ04/ $528,807,000
$1,000,000,000 July 15, 2042 ABIWW 2
due 2042 03523TBQ0
4.000% Notes US035242AB27/ January 17, $345,565,000
$750,000,000 ABIFI 3
due 2043 035242AB2 2043
4.600% Notes US035240AU42/ $503,357,000
$1,000,000,000 June 1, 2060 ABIWW 4
due 2060 035240AU4
2.250% Notes
BE6295393936 £700,000,000 May 24, 2029 AB InBev 5 £363,245,000
due 2029
4.500% Notes US035240AT78/ $683,101,000
$2,250,000,000 June 1, 2050 ABIWW 6
due 2050 035240AT7
4.750% Notes US035240AP56/ $519,307,000
$1,500,000,000 April 15, 2058 ABIWW 7
due 2058 035240AP5
4.600% Notes US035240AN09/ $1,174,130,000
$2,500,000,000 April 15, 2048 ABIWW 8
due 2048 035240AN0
4.350% Notes US035240AS95/ $427,518,000
$1,000,000,000 June 1, 2040 ABIWW 9
due 2040 035240AS9
ab-inbev.com 2
4.625% Notes US03524BAF31/ February 1, $249,203,000
$850,000,000 ABIFI 10
due 2044 03524BAF3 2044
4.375% Notes US035240AM26/ April 15, $706,803,000
$1,500,000,000 ABIWW 11
due 2038 035240AM2 2038
US03522AAJ97/
03522AAJ9
144A:
US03522AAF75/
4.900% Notes 03522AAF7 February 1, ABIWW $1,833,786,000
$9,542,514,000(d) 12
due 2046 2046 and ABC
Reg S:
USU00323AF97/
U00323AF9
4.900% Notes US035242AN64/ February 1, $302,738,000
$1,457,486,000 ABIFI 13
due 2046 035242AN6 2046
(a) The offers with respect to the Notes are subject to an Offer Cap equal to an aggregate purchase price
(excluding accrued interest) of up to $3,500,000,000, subject to the terms and conditions described in the Offer
to Purchase.
(b) We will accept Notes in the order of their respective Acceptance Priority Level specified in the table
above (each, an “Acceptance Priority Level,” with “1” being the highest Acceptance Priority Level and “13” being
the lowest Acceptance Priority Level), subject to the terms and conditions described in the Offer to Purchase.
(c) The GBP Notes are fully and unconditionally guaranteed by ABC, ABIFI, ABIWW, Brandbev S.à r.l.,
Brandbrew S.A. and Cobrew NV (the “Guarantors”). The USD Notes are fully and unconditionally guaranteed by
AB InBev and certain of its direct and indirect subsidiaries.
(d) The $9,542,514,000 aggregate outstanding principal amount of 4.900% Notes due 2046 issued by
ABIWW and ABC consists of (i) $9,518,964,000 outstanding principal amount of 4.900% Notes due 2046 issued
by ABWW and ABC (US03522AAJ97/ 03522AAJ9) and (ii) $23,550,000 outstanding principal amount of 4.900%
Notes due 2046 issued by ABIWW and ABC (144A: US03522AAF75/ 03522AAF7 & Reg S: USU00323AF97/
U00323AF9).
The pricing of the Total Consideration for each series of Notes is expected to occur at or
about 9:30 a.m., New York City time (2:30 p.m., London time), on Thursday, 1 December
2022 (the “Price Determination Time”). The Companies will announce, amongst other
things, how many Notes of each series will be accepted for purchase, according to the
Acceptance Priority Levels, promptly following the Price Determination Time.
The Tender Offers are subject to the satisfaction of certain conditions, as set forth in the Offer
to Purchase.
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English, Dutch and French versions of this press release will be available on www.ab-
inbev.com.
The Dealer Managers for the Tender Offers are:
Lead Dealer Managers
Barclays Bank PLC Barclays Capital Inc. BNP Paribas Securities BofA Securities, Inc.
5 The North Colonnade 745 Seventh Avenue Corp. 620 S Tryon Street, 20th
Canary Wharf New York, NY 10019 787 Seventh Avenue Floor Charlotte
London E14 4BB United States of America New York, NY 10019 North Carolina 28255
United Kingdom United States of America United States of America
Attention: Liability
Attention: Liability Management Group Attention: Liability Attention: Liability
Management Group Collect: (212) 528-7581 Management Group Management Group
Telephone: + 44 20 3134 Toll Free: (800) 438-3242 Collect: (212) 841-3059 Collect: (980) 387-3907
8515 Email: Toll-Free: (888) 210- Toll-Free: (888) 292-
Email: us.lm@barclays.com 4358 0070
eu.lm@barclays.com Email: Email:
dl.us.liability.managemen debt_advisory@bofa.com
t@us.bnpparibas.com
In Europe:
Telephone: +33 1 877
01057
Email: DG.LM-
EMEA@bofa.com
Deutsche Bank Deutsche Bank J.P. Morgan SE J.P. Morgan Securities
Securities Inc. Aktiengesellschaft Taunustor 1 LLC
Attn: Liability Mainzer Landstraβe 11- (TaunusTurm) 383 Madison Avenue
Management Group 17 60310 Frankfurt am Main New York, NY 10179
1 Columbus Circle 60329 Frankfurt am Main Germany United States of America
New York, NY 10019 Germany
Toll free: (866) 627-0391 Tel: +44 20 7545 8011 Attn: Liability Attn: Liability
Collect: (212) 250-2955 Management Group Management Group
Collect: +44 20 7134 Collect: (212) 834-8553
2468 Toll-Free: (866) 834-
Email: 4666
Liability_management_E
MEA@jpmorgan.com
ab-inbev.com 4
Co-Dealer Managers
Citigroup Global Markets Inc. Santander Investment Securities Wells Fargo Securities, LLC
388 Greenwich Street, Trading 4th Inc. 550 South Tryon Street, 5th Floor
Floor 437 Madison Avenue Charlotte, NC 28202
New York, New York 10013 7th Floor United States of America
United States of America New York, NY 10022
United States of America Attention: Liability Management
Attention: Liability Management Group
Group Attention: Liability Management Collect: +1 (704) 410-4759
Collect: +1 (212) 723-6106 Fax: 212-407-0930 Toll-Free: +1 (866) 309-6316
Toll-Free: +1 (800) 558-3745 Toll: 212-940-1442 Europe: +33 (0)1 85 14 06 61
Email: Toll-Free: 855-404-3636 Email:
ny.liabilitymanagement@citi.com liabilitymanagement@wellsfargo.com
The Tender and Information Agent for the Tender Offers is:
Global Bondholders Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attention: Corporate Actions
Bank and Brokers Call Collect: +1 (212) 430-3774
All Others Please Call Toll-Free: +1 (855) 654-2014
Fax: +1 (212) 430-3775 or +1 (212) 430-3779
E-mail: contact@gbsc-usa.com
ab-inbev.com 5
Non-U.S. Distribution Restrictions
Italy. None of the Tender Offers, this announcement, the Offer to Purchase or any other
documents or materials relating to the Tender Offers have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”)
pursuant to applicable Italian laws and regulations. The Tender Offers are being carried out in
the Republic of Italy (“Italy”) as exempted offers pursuant to article 101-bis, paragraph 3-bis of
the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services
Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended. Holders or beneficial owners of the Notes that are resident or located in Italy can
tender their Notes for purchase 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. 20307 of February 15, 2018, as amended,
and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with
any other applicable laws and regulations and with any requirements imposed by CONSOB or
any other Italian authority. Each intermediary must comply with applicable laws and
regulations concerning information duties vis-à-vis its clients in connection with the Notes or
the Offer to Purchase.
United Kingdom. The communication of this announcement, the Offer to Purchase and any
other documents or materials relating to the Tender Offers is not being made by and such
documents and/or materials have not been approved by an “authorised person” for the
purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”).
Accordingly, such documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The communication of such
documents and/or materials is exempt from the restriction on financial promotions under
section 21(1) of the FSMA on the basis that it is only directed at and may only be
communicated to: (1) persons who are outside of the United Kingdom; (2) investment
professionals falling within the definition contained in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (3) those persons who
are existing members or creditors of the Companies or other persons falling within Article
43(2) of the Order; or (4) any other persons to whom such documents and/or materials may
lawfully be communicated in accordance with the Order (all such persons together being
referred to as “relevant persons”). This announcement, the Offer to Purchase and any other
documents or materials relating to the Tender Offers are only available to relevant persons.
Any person who is not a relevant person should not act or rely on this document or any of its
contents.
France. The Tender Offers are not being made, directly or indirectly, in the Republic of
France (other than to qualified investors as described below). This announcement, the Offer
to Purchase and any other document or material relating to the Tender Offers have only been,
and shall only be, distributed in the Republic of France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). None of this
announcement, the Offer to Purchase nor any other documents or materials relating to the
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Tender Offers have been or will be submitted for clearance to the Autorité des marchés
financiers.
Belgium. None of this announcement, the Offer to Purchase nor any other documents or
materials relating to the Tender Offers have been, or will be, submitted or notified to, or
approved or recognized by, the Belgian Financial Services and Markets Authority (“Autorité
des services et marchés financiers”/“Autoriteit voor Financiële Diensten en Markten”). The
Tender Offers are not being made in Belgium by way of a public offering within the meaning
of Articles 3, §1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on public takeover bids (“loi
relative aux offres publiques d’acquisition”/ “wet op de openbare overnamebiedingen”), as
amended or replaced from time to time. Accordingly, the Tender Offers may not be, and are
not being, advertised and the Tender Offers will not be extended and this announcement, the
Offer to Purchase and any other documents or materials relating to the Tender Offers
(including any memorandum, information circular, brochure or any similar documents) may
not, have not, and will not, be distributed or made available, directly or indirectly, to any
person in Belgium other than to “qualified investors” (“investisseur qualifié”/“gekwalificeerde
belegger”) within the meaning of Article 2(e) of the Prospectus Regulation acting on their own
account. Insofar as Belgium is concerned, the Tender Offers are made only to qualified
investors, as this term is defined above. Accordingly, the information contained in this
announcement, the Offer to Purchase or in any other documents or materials relating to the
Tender Offers may not be used for any other purpose or disclosed or distributed to any other
person in Belgium.
Legal Notices
This announcement is for informational purposes only and is not an offer to sell or purchase,
a solicitation of an offer to purchase or a solicitation of consents with respect to any securities.
There will there be no sale of these 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.
This announcement does not describe all the material terms of the Tender Offers and no
decision should be made by any Holder on the basis of this announcement. The terms and
conditions of the Tender Offers are described in the Offer to Purchase. This announcement
must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains
important information which should be read carefully before any decision is made with respect
to the Tender Offers. If any Holder is in any doubt as to the contents of this announcement, or
the Offer to Purchase, or the action it should take, it is recommended to seek its own financial
and legal advice, including in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such entity if it wishes to
tender such Notes pursuant to the Tender Offers.
None of the Companies, the Dealer Managers or their affiliates, their respective boards of
directors, the Tender and Information Agent, the trustee with respect to the USD Notes or any
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of their respective affiliates makes any recommendation, or has expressed an opinion, as to
whether or not Holders should tender their Notes, or refrain from doing so, pursuant to the
Tender Offers. Each Holder should make its own decision as to whether to tender its Notes
and if so, the principal amount of the Notes to tender.
The Companies have not filed this announcement or the Offer to Purchase with, and
they have not been reviewed by, any federal or state securities commission or
regulatory authority of any country. No authority has passed upon the accuracy or
adequacy of the Tender Offers, and it is unlawful and may be a criminal offense to
make any representation to the contrary.
The Offer to Purchase does not constitute an offer to purchase Notes in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to make such offer under
applicable securities or blue sky laws. The distribution of the Offer to Purchase in certain
jurisdictions is restricted by law. Persons into whose possession the Offer to Purchase comes
are required by each of the Companies, the Dealer Managers, the Tender and Information
Agent to inform themselves about, and to observe, any such restrictions.
ab-inbev.com 8
Anheuser-Busch InBev Contacts
Investors Media
Shaun Fullalove Kate Laverge
Tel: +1 212 573 9287 Tel: +1 917 940 7421
E-mail: shaun.fullalove@ab-inbev.com E-mail: kate.laverge@ab-inbev.com
Maria Glukhova Ana Zenatti
Tel: +32 16 276 888 Tel: +1 646 249 5440
E-mail: maria.glukhova@ab-inbev.com E-mail: ana.zenatti@ab-inbev.com
Cyrus Nentin Fallon Buckelew
Tel: +1 646 746 9673 Tel: +1 310 592 6319
E-mail: cyrus.nentin@ab-inbev.com E-mail: fallon.buckelew@ab-inbev.com
Fixed Income Investors
Patrick Ryan
Tel: +1 646 746 9667
E-mail: patrick.ryan@ab-inbev.com
1 December 2022
JSE Sponsor: Questco Corporate Advisory 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). As a company, we dream big to create a future with more cheers. We are always looking to serve up new ways to meet
life’s moments, move our industry forward and make a meaningful impact in the world. We are committed to building great brands that
stand the test of time and to brewing the best beers using the finest ingredients. Our diverse portfolio of well over 500 beer brands includes
global brands Budweiser®, Corona® and Stella Artois®; multi-country brands Beck’s®, Hoegaarden®, Leffe® and Michelob ULTRA®;
and local champions such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Castle®, Castle Lite®, Cristal®, Harbin®, Jupiler®,
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 169,000 colleagues based in nearly 50 countries worldwide. For 2021, AB InBev’s reported revenue was 54.3
billion USD (excluding JVs and associates).
ab-inbev.com 9
Forward-Looking Statements
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 statements other than historical facts and 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, but not limited to, the effects of the COVID-19 pandemic and
uncertainties about its impact and duration and the risks and uncertainties relating to AB InBev described under Item 3.D of AB InBev’s Annual
Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on 18 March 2022. Many of these risks and uncertainties
are, and will be, exacerbated by the COVID-19 pandemic and the ongoing conflict in Russia and Ukraine and any worsening of the global business
and economic environment. 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.
ab-inbev.com 10
