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ANHEUSER-BUSCH INBEV SA/NV - Anheuser-Busch InBev Announces Pricing of USD 15.5 Billion Notes

11 January 2019 - 06:55 AM
ANH
Anheuser-Busch InBev Announces Pricing of USD 15.5 Billion 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 USD 15.5 Billion Notes

Anheuser-Busch InBev SA/NV (AB InBev) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH)
today announced today that its subsidiary Anheuser-Busch InBev Worldwide Inc. (ABIWW or the Issuer)
completed the pricing of USD 15,500,000,000 aggregate principal amount of bonds.

The issuance is expected to close on 23 January 2019 subject to customary closing conditions. The bonds
comprise the following series:

 Title of Series of Notes            Aggregate                              Public
     (collectively, the          Principal Amount                          Offering
         Notes)                      Sold            Maturity Date        Price     Interest Rates


 4.150% Notes due 2025       USD 2,500,000,000      January 23, 2025       99.900%    4.150%



 4.750% Notes due 2029       USD 4,250,000,000      January 23, 2029       99.685%    4.750%



 4.900% Notes due 2031       USD 750,000,000        January 23, 2031       99.641%    4.900%



 5.450% Notes due 2039       USD 2,000,000,000      January 23, 2039       99.722%    5.450%



 5.550% Notes due 2049       USD 4,000,000,000      January 23, 2049       99.667%    5.550%



 5.800% Notes due 2059       USD 2,000,000,000      January 23, 2059       99.645%    5.800%


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The notes will be issued by ABIWW and will be fully and unconditionally guaranteed by AB InBev,
Brandbrew S.A., Brandbev S.a r.l., Cobrew NV, Anheuser-Busch InBev Finance 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 10 January 2019 filed with the U.S.
Securities and Exchange Commission (the SEC) and available on www.sec.gov.

The net proceeds of the offering will be used for general corporate purposes, including the repayment of
upcoming debt maturities in 2021 to 2024 and 2026, including the funding of the Companys previously
announced tender offers. The notes were offered as a registered offering under AB InBevs shelf registration
statement filed on Form F-3 with the SEC on 19 March 2018.

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. Alternatively, a copy of the prospectus relating to the offering may be
obtained by contacting Barclays Capital Inc., c/o Broadridge Financial Solutions 1155 Long Island Avenue,
Edgewood, NY 11717 or by telephone at 1-888-603-5847 or by email at 
barclaysprospectus@broadridge.com; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146 or by email at
prospectus@citi.com; or by contacting Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005
or by telephone at (800) 503-4611 or by email at prospectus.CPDG@db.com; or by contacting J.P. Morgan
Securities LLC, 383 Madison Avenue, New York, New York, 10179, Attention: Investment Grade Syndicate
Desk, 3rd Floor or by telephone at 1-212-834-4533; or by contacting Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department
or by telephone at 1-800-294-1322 or by email at dg.prospectus_requests@baml.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor
will there be any 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.

English, Dutch and French versions of this press release will be available on www.ab-inbev.com.

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PRIIPs Regulation / Prospectus Directive / Prohibition of Sales to EEA Retail Investors

The 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 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, the Insurance Mediation Directive), 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, the Prospectus Directive). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation)
for offering or selling the notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.

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.

ANHEUSER-BUSCH INBEV CONTACTS

 Media                                                    Investors
 Pablo Jimenez                                            Lauren Abbott
 Tel: +1 212 573 9289                                     Tel: +1 212 573 9287
 E-mail: pablo.jimenez@ab-inbev.com                       E-mail: lauren.abbott@ab-inbev.com

 Aimee Baxter                                             Mariusz Jamka
 Tel: +1 718 650 4003                                     Tel: +32 (0)16 276 888
 E-mail: aimee.baxter@ab-inbev.com                        E-mail: mariusz.jamka@ab-inbev.com

 Ingvild Van Lysebetten                                   Jency John
 Tel: +32 16 276 608                                      Tel: +1 646 746 9673
 E-mail: ingvild.vanlysebetten@ab-inbev.com               Email: jency.john@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



11 January 2019

Sponsor: Questco Corporate Advisory Proprietary Limited

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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 InBevs business
combination with ABI SAB Group Holding 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 InBevs 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 ABI SAB Group Holding Limited, the risks and
uncertainties relating to AB InBev described under Item 3.D of AB InBevs Annual Report on Form 20-F (Form 20-F) filed with the
SEC on 19 March 2018. 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 InBevs 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.

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 Becks, 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 180,000 employees based in nearly 50 countries worldwide. For 2017, AB InBevs reported
revenue was 56.4 billion USD (excluding JVs and associates).




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