Bond AB InBev Worldwide 4.95% ( US035240AG57 ) in USD

AB InBev Worldwide

100 % ▲

United States

US035240AG57 ( in USD )

4.95% per year ( payment 2 times a year)

15/01/2042

Prospectus brochure of the bond AB InBev Worldwide US035240AG57 en USD 4.95%, maturity 15/01/2042

200 000 USD

1 490 330 000 USD

035240AG5

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/01/2025 ( In 19 days )

The Bond issued by AB InBev Worldwide ( United States ) , in USD, with the ISIN code US035240AG57, pays a coupon of 4.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/01/2042

The Bond issued by AB InBev Worldwide ( United States ) , in USD, with the ISIN code US035240AG57, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by AB InBev Worldwide ( United States ) , in USD, with the ISIN code US035240AG57, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B3
424B3 1 d277996d424b3.htm 424B3
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-214581

PROSPECTUS

Anheuser-Busch InBev Worldwide Inc.
Offers to Exchange
All Outstanding Notes of the Series Specified Below
and Solicitation of Consents to Amend the Related
SABMiller Note Documents
Early Participation Date: 5:00 p.m., New York City Time,
29 November 2016, unless extended
Expiration Date: 11:59 p.m., New York City Time,
13 December 2016, unless extended
We are offering to exchange any and all validly tendered (and not validly withdrawn) and accepted notes of the following series issued by
SABMiller Limited (formerly SABMiller plc), SABMiller Holdings Inc., or FBG Finance Pty Ltd (formerly FBG Finance Limited) (together, the
"SABMiller Issuers"), for notes to be issued by Anheuser-Busch InBev Worldwide Inc. ("ABIWW") and fully and unconditionally guaranteed
by each of Anheuser-Busch InBev SA/NV, Anheuser-Busch InBev Finance Inc., Anheuser-Busch Companies, LLC, Brandbev S.à r.l., Brandbrew
S.A. and Cobrew NV, as described in, and for the consideration summarized in, the table below.

Title of Series
of Notes Issued
Title of Series
by the
of Notes to be
SABMiller
Issued by
Issuers to be
ABIWW
Aggregate
Exchanged
(collectively,
Principal
(collectively,
the
Early
Amount
the "SABMiller
"AB InBev
Exchange
Participation
Total
(mm)

Notes")

Issuer
Guarantor
CUSIP/ISIN No.
Notes")(2)

Consideration(1) Premium(1) Consideration(1)(3)
AB InBev
AB InBev
AB InBev
Notes
Notes
Notes
(principal
(principal
(principal

amount)(2) Cash
amount)(2) amount)(2) Cash
$700
6.50% Notes
SABMiller
N/A
G77395 AF1
6.500% Notes
$970
$1.00
$30
$1,000
$1.00

due 2018
Limited
78572M AF2
due 2018

USG77395AF14

US78572MAF23

$750
2.200% Fixed
SABMiller SABMiller
78573A AE0
2.200% Notes
$970
$1.00
$30
$1,000
$1.00

Rate Notes due
Holdings
Limited
U7787R AF8
due 2018
2018
Inc.

US78573AAE01

USU7787RAF83

$350
Floating Rate
SABMiller SABMiller
78573A AG5
Floating Rate
$970
$1.00
$30
$1,000
$1.00

Notes due 2018
Holdings
Limited
U7787R AG6
Notes due
Inc.

2018
US78573AAG58

USU7787RAG66

$2,500
3.750% Notes
SABMiller SABMiller
78573A AA8
3.750% Notes
$970
$1.00
$30
$1,000
$1.00

https://www.sec.gov/Archives/edgar/data/310569/000119312516788568/d277996d424b3.htm[12/8/2016 5:12:15 PM]

424B3
due 2022
Holdings
Limited
U7787R AA9
due 2022
Inc.

US78573AAA88

USU7787RAA96

Table of Contents
Title of Series
of Notes Issued
Title of Series
by the
of Notes to be
SABMiller
Issued by
Issuers to be
ABIWW
Aggregate
Exchanged
(collectively,
Principal
(collectively,
the
Early
Amount
the "SABMiller
"AB InBev
Exchange
Participation
Total
(mm)

Notes")

Issuer
Guarantor
CUSIP/ISIN No.
Notes")(2)

Consideration(1)
Premium(1)
Consideration(1)(3)
AB InBev
AB InBev
AB InBev
Notes
Notes
Notes
(principal
(principal
(principal

amount)(2) Cash
amount)(2) amount)(2) Cash
$300
6.625%
SABMiller
SABMiller
78572M AA3
6.625% Notes
$970
$1.00
$30
$1,000
$1.00

Guaranteed
Limited
Holdings
G77395 AA2
due 2033
Notes due
Inc.(4)

US78572MAA36
August 2033

USG77395AA27

$300
5.875% Notes
FBG
Foster's
Q3748T AC3
5.875% Notes
$970
$1.00
$30
$1,000
$1.00

due 2035
Finance Pty
Group Pty
30239X AD9
due 2035
Ltd
Ltd

USQ3748TAC38
(formerly
(formerly

FBG
Foster's
US30239XAD93
Finance
Group

Limited)

Limited)

$1,500
4.950% Notes
SABMiller
SABMiller
78573A AC4
4.950% Notes
$970
$1.00
$30
$1,000
$1.00

due 2042
Holdings
Limited
U7787R AC5
due 2042
Inc.

US78573AAC45

USU7787RAC52

(1) Consideration per $1,000 principal amount of SABMiller Notes validly tendered and accepted for exchange.
(2) The term "AB InBev Notes" in this column refers, in each case, to the series of AB InBev Notes corresponding to the series of SABMiller Notes of like tenor and
coupon.
(3) Includes the Early Participation Premium for SABMiller Notes validly tendered prior to the Early Participation Date described below and not validly withdrawn.
(4) SABMiller Holdings Inc. is a limited guarantor of the 6.625% Guaranteed Notes due August 2033 as to certain additional tax withholding amounts.
In exchange for each $1,000 principal amount of SABMiller Notes that is validly tendered prior to 5:00 p.m., New York City time, on
29 November 2016 (the "Early Participation Date") and not validly withdrawn (and subject to the applicable minimum denominations),
holders will receive the total consideration set out in the table above (the "Total Consideration"), which consists of $1,000 principal
amount of AB InBev Notes and a cash amount of $1.00.
The Total Consideration includes an early participation premium set out in the table above (the "Early Participation Premium"),
which consists of $30 principal amount of AB InBev Notes.
In exchange for $1,000 principal amount of SABMiller Notes that is validly tendered after the Early Participation Date but prior to
the Expiration Date (as defined below) and not validly withdrawn, holders will receive only the exchange consideration set out in the table
above (the "Exchange Consideration"), which is equal to the Total Consideration less the Early Participation Premium and so consists of
$970 principal amount of AB InBev Notes and a cash amount of $1.00.
Each AB InBev Note issued in exchange for an SABMiller Note will have an interest rate and maturity that is identical to the interest rate
and maturity of the tendered SABMiller Note, as well as identical interest payment dates and optional redemption prices (subject to certain
technical changes to ensure, as applicable, the fall-back calculations of LIBOR (as defined below) and the treasury rate are consistent with the
methods used in AB InBev's recently issued public indebtedness). No accrued but unpaid interest will be paid on the SABMiller Notes in
connection with the exchange offers. However, interest on the applicable AB InBev Note will accrue from and including the most recent interest
payment date of the tendered SABMiller Note. Subject to the minimum denominations as described herein, the principal amount of each AB InBev
Note will be rounded down, if necessary, to the nearest whole multiple of $1,000, and we will pay cash equal to the remaining portion, if any, of
the exchange price of such SABMiller Note. The exchange offers will expire at 11:59 p.m., New York City time, on 13 December 2016, unless
extended (the "Expiration Date"). You may withdraw tendered SABMiller Notes at any time prior to the Expiration Date. As of the date of this
https://www.sec.gov/Archives/edgar/data/310569/000119312516788568/d277996d424b3.htm[12/8/2016 5:12:15 PM]

424B3
prospectus, there was $6,400,000,000 aggregate principal amount of outstanding SABMiller Notes.
Table of Contents
Concurrently with the exchange offers, we are also soliciting consents from each holder of the SABMiller Notes, on behalf of SABMiller and
upon the terms and conditions set forth in this prospectus, to certain proposed amendments (the "proposed amendments") to each series of
SABMiller Notes, currently governed by, as applicable (collectively, the "SABMiller Note Documents"):

·
a Fiscal and Paying Agency Agreement, dated as of 17 July 2008 (the "2018 6.50% Notes Fiscal and Paying Agency Agreement"),
among SABMiller Limited as issuer and The Bank of New York Mellon as fiscal agent and London paying agent, and as principal

paying agent, registrar and transfer agent (the "Fiscal and Paying Agent") together with the terms and conditions of the notes issued
thereunder (the "2018 6.50% Note Document", and the notes issued thereunder, the "SABMiller 2018 6.50% Notes");

·
a Fixed Rate Fiscal and Paying Agency Agreement, dated as of 13 August 2013 (the "2018 Fixed Rate Notes Fiscal and Paying
Agency Agreement"), among SABMiller Holdings Inc. as issuer, SABMiller Limited as guarantor and the Fiscal and Paying Agent

together with the terms and conditions of the notes and guarantees issued thereunder (the "2018 Fixed Rate Note Document", and the
notes issued thereunder, the "SABMiller 2018 Fixed Rate Notes");

·
a Floating Rate Fiscal and Paying Agency Agreement, dated as of 13 August 2013 (the "2018 Floating Rate Notes Fiscal and Paying
Agency Agreement"), among SABMiller Holdings Inc. as issuer, SABMiller Limited as guarantor and the Fiscal and Paying Agent

together with the terms and conditions of the notes and guarantees issued thereunder (the "2018 Floating Rate Note Document", and
the notes issued thereunder, the "SABMiller 2018 Floating Rate Notes");

·
a Fiscal and Paying Agency Agreement, dated as of 17 January 2012 (the "2022 Notes Fiscal and Paying Agency Agreement"),
among SABMiller Holdings Inc. as issuer, SABMiller Limited as guarantor and the Fiscal and Paying Agent together with the terms

and conditions of the notes and guarantees issued thereunder (the "2022 Note Document", and the notes issued thereunder, the
"SABMiller 2022 Notes");

·
a Fiscal and Paying Agency Agreement, dated as of 13 August 2003 (the "2033 Notes Fiscal and Paying Agency Agreement"),
among SABMiller Limited as issuer, SABMiller Holdings Inc. as US Guarantor and the Fiscal and Paying Agent together with the
terms and conditions of the notes and guarantees issued thereunder (as supplemented by the Supplemental 2033 Fiscal and Paying
Agency Agreement dated as of 26 May 2004, the Second Supplemental 2033 Fiscal and Paying Agency Agreement dated as of

28 March 2008, the Third Supplemental 2033 Fiscal and Paying Agency Agreement dated as of 30 June 2008, the Fourth Supplemental
2033 Fiscal and Paying Agency Agreement dated as of 1 July 2008, the Fifth Supplemental 2033 Fiscal and Paying Agency Agreement
dated as of 10 September 2010, the Sixth Supplemental 2033 Fiscal and Paying Agency Agreement dated as of 4 August 2016 and the
Seventh Supplemental 2033 Fiscal and Paying Agency Agreement dated as of 12 August 2016, as amended or supplemented, the "2033
Note Document", and the notes issued thereunder the "SABMiller 2033 Notes");

·
an Indenture, dated as of 28 June 2005, among FBG Finance Pty Ltd (formerly FBG Finance Limited) as issuer, and Foster's Group
Pty Ltd (formerly Fosters Group Limited) as guarantor, and Deutsche Bank Trust Company Americas as trustee (together with the

Fiscal and Paying Agent and the 2033 Notes Fiscal and Paying Agent, the "SABMiller Notes Agents and Trustees") (the "Fosters
Indenture," and the notes issued thereunder, the "Fosters Notes"); and

·
a Fiscal and Paying Agency Agreement, dated as of 17 January 2012 (the "2042 Notes Fiscal and Paying Agency Agreement"),
among SABMiller Holdings Inc. as issuer, SABMiller Limited as guarantor and the Fiscal and Paying Agent together with the terms
and conditions of the notes and guarantees issued thereunder (the "2042 Note Document", and the notes issued thereunder, the

"SABMiller 2042 Notes"; the 2042 Note Document together with the 2018 6.50% Note Document, the 2018 Fixed Rate Note
Document, the 2018 Floating Rate Document, the 2022 Note Document, the 2033 Note Document and the Fosters Indenture being
referred to as the "SABMiller Notes Documents").
The proposed amendments will be effected as to each series of SABMiller Notes pursuant to, as applicable, a fiscal and paying agency
agreement or a supplemental indenture (collectively, the "SABMiller Amendment Documents"). The form of each SABMiller Amendment
Document is filed as an exhibit to the registration statement of which this prospectus forms a part.
Table of Contents
https://www.sec.gov/Archives/edgar/data/310569/000119312516788568/d277996d424b3.htm[12/8/2016 5:12:15 PM]

424B3
You may not consent to the proposed amendments to the relevant SABMiller Note Document without tendering your SABMiller Notes in the
appropriate exchange offer and you may not tender your SABMiller Notes for exchange without consenting to the applicable proposed
amendments. By tendering your SABMiller Notes for exchange, you will be deemed to have validly delivered your consent to the proposed
amendments to the applicable SABMiller Note Document under which those SABMiller Notes were issued with respect to that specific series, as
further described under "The Proposed Amendments." You may revoke your consent at any time prior to the Expiration Date by withdrawing the
SABMiller Notes you have tendered.
The consummation of the exchange offers is subject to, and conditional upon, the satisfaction or waiver, where permitted, of the
conditions discussed under "The Exchange Offers and Consent Solicitations--Conditions to the Exchange Offers and Consent
Solicitations", including, among other things, the receipt of valid consents to the proposed amendments from the holders of at least a
majority of the outstanding aggregate principal amount of all series of SABMiller Notes, which, for the avoidance of doubt, shall include
the receipt of valid consents to the proposed amendments from the holders of at least a majority of the outstanding aggregate principal
amount of each series of the SABMiller Notes (the "Requisite Consents"). We may, at our option and sole discretion, waive any such
conditions, except the condition that the registration statement of which this prospectus forms a part has been declared effective by the
U.S. Securities and Exchange Commission. All conditions to the exchange offers must be satisfied or, where permitted, waived, at or by the
Expiration Date.
We plan to issue the AB InBev Notes promptly on or about the third business day following the Expiration Date (the "Settlement Date").
The following series of SABMiller Notes are currently listed on the Irish Stock Exchange (the "ISE"): (i) the SABMiller 2018 Fixed Rate Notes,
(ii) the SABMiller 2018 Floating Rate Notes, (iii) the SABMiller 2022 Notes, and (iv) the SABMiller 2042 Notes (collectively, the "ISE-Listed
SABMiller Notes"). The following series of notes are currently listed on the London Stock Exchange (the "LSE"): (i) the SABMiller 2018 6.50%
Notes and (ii) the SABMiller 2033 Notes (collectively, the "LSE-Listed SABMiller Notes", and together with the ISE-Listed SABMiller Notes,
the "Listed SABMiller Notes"). The Fosters Notes are unlisted. We may delist any Listed SABMiller Notes following the Settlement Date and/or
relist such SABMiller Notes on a different exchange, in our sole discretion. We intend to list the AB InBev Notes on the New York Stock
Exchange (the "NYSE"). We expect trading in the AB InBev Notes to begin within 30 days of the Settlement Date.
This investment involves risks. Prior to participating in any of the exchange offers and consenting to the proposed amendments,
please see the section entitled "Risk Factors" beginning on page 21 of this prospectus for a discussion of the risks that you should consider.
Additionally, see the "Risk Factors" in our 2015 Annual Report on Form 20-F for the fiscal year ended 31 December 2015, which are
incorporated by reference herein, to read about factors you should consider before investing in the AB InBev Notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
None of AB InBev, SABMiller, the exchange agent, the information agent, the SABMiller Notes Agents and Trustees, the trustee under the
indenture governing the AB InBev Notes or the dealer managers makes any recommendation as to whether holders of SABMiller Notes should
exchange their notes in the exchange offers or deliver consents to the proposed amendments to the SABMiller Note Documents.
Any offer of the AB InBev Notes made to holders of the SABMiller Notes which are located or resident in any Member State of the
European Economic Area which has implemented Directive 2003/71/EC, as amended (the "Prospectus Directive") will be addressed to holders
which are qualified investors as defined in the Prospectus Directive.
The dealer managers for the exchange offers and solicitation agents for the consent solicitations for the SABMiller Notes are:

BofA Merrill Lynch

Citigroup

Deutsche Bank Securities
The date of this prospectus is December 8, 2016.

Table of Contents
TABLE OF CONTENTS

Page
About This Prospectus
ii
Cautionary Statement Regarding Forward-Looking Statements
iii
Where You Can Find More Information
iii
Summary

1
https://www.sec.gov/Archives/edgar/data/310569/000119312516788568/d277996d424b3.htm[12/8/2016 5:12:15 PM]

424B3
Risk Factors
21
Use of Proceeds
52
Ratio of Earnings to Fixed Charges
53
Recent Developments
54
The Exchange Offers and Consent Solicitations
56
Description of the Differences Between the AB InBev Notes and the SABMiller Notes
66
The Proposed Amendments
118
Description of the AB InBev Notes and Guarantees
122
Material U.S. Federal Income Tax Considerations
143
Notices to Certain Non-U.S. Holders
150
Validity of Notes
153
Experts
153

i
Table of Contents
ABOUT THIS PROSPECTUS
In this prospectus, references to "AB InBev" are to Anheuser-Busch InBev SA/NV, a Belgian public limited liability company (société
anonyme/naamloze vennootschap). References to "we", "us", "our" and the "AB InBev Group" are, unless the context otherwise requires, to AB
InBev and the group of companies owned and/or controlled by AB InBev, including the obligors under the SABMiller Notes. References to
"SABMiller" are to SABMiller Limited (formerly SABMiller plc) or SABMiller Limited and the group of companies owned and/or controlled by
SABMiller Limited, in each case immediately prior to the completion of the Transaction on 10 October 2016, as the context requires.
References to "former AB InBev" and references to "AB InBev", "we", "us", "our" and the "AB InBev Group" that specifically relate to
periods prior to 10 October 2016, are to Anheuser-Busch InBev SA/NV or Anheuser-Busch InBev SA/NV and the group of companies owned
and/or controlled by Anheuser-Busch InBev SA/NV, as the context requires, prior to the completion of the Transaction (as defined below) on
10 October 2016.
Further, in this prospectus, references to:

·
"Parent Guarantor" are to AB InBev;

·
"Issuer" are to Anheuser-Busch InBev Worldwide Inc.;

·
"Subsidiary Guarantors" are to Anheuser-Busch InBev Finance Inc., Anheuser-Busch Companies, LLC, Brandbev S.à r.l.,

Brandbrew S.A. and Cobrew NV;

·
"Guarantors" are to the Parent Guarantor and the Subsidiary Guarantors; and

·
the "Transaction" are to the business combination between SABMiller Limited (formerly SABMiller plc) and AB InBev, which

completed on 10 October 2016.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this
prospectus. We and the dealer managers take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where it is
unlawful. The delivery of this prospectus will not, under any circumstances, create any implication that there has been no change in our affairs
since the date of this prospectus or that the information contained or incorporated by reference is correct as of any time subsequent to the date of
such information. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission (the "SEC" or the
"Commission"). Prior to making any decision with respect to the exchange offers and consent solicitations, you should read this prospectus and
any prospectus supplement, together with the documents incorporated by reference herein, the registration statement, the exhibits thereto and the
additional information described under the heading "Where You Can Find More Information."
References in this prospectus to "$", "US$", "USD" and "U.S. dollars" are to the lawful currency of the United States of America.
References to "" or "euro" are to the lawful currency of the member states of the European Monetary Union that have adopted or that adopt the
single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union. References to
"GAAP" mean generally accepted accounting principles.

https://www.sec.gov/Archives/edgar/data/310569/000119312516788568/d277996d424b3.htm[12/8/2016 5:12:15 PM]

424B3
ii
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
There are statements in this prospectus and the documents incorporated by reference herein, such as statements that include the words or
phrases "will likely result", "are expected to", "will continue", "is anticipated", "anticipate", "estimate", "project", "may", "might", "could",
"believe", "expect", "plan", "potential" or similar expressions that are forward-looking statements. These statements are subject to certain risks
and uncertainties. Actual results may differ materially from those suggested by these statements due to, among others, the risks or uncertainties
listed below.
These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and
involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict, that may cause
actual results or developments to differ materially from any future results or developments expressed or implied by the forward-looking statements.
Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited
to, the risks and uncertainties detailed in AB InBev's periodic public filings with the SEC, including those discussed under the sections entitled
"Risk Factors" in AB InBev's Annual Report on Form 20-F for the fiscal year ended 31 December 2015 as well as factors contained or
incorporated by reference into such documents and in subsequent filings by AB InBev with the SEC.
Subject to its obligations under applicable law in relation to disclosure and ongoing information, AB InBev disclaims any intent or obligation
to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
WHERE YOU CAN FIND MORE INFORMATION
AB InBev files annual and current reports and other information with the SEC. You may read and copy any document that AB InBev files at
the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549, U.S.A. at prescribed rates. Please call the SEC at 1-800-SEC-
0330 for further information on the operation of the Public Reference Room. SEC filings are also available to the public at the SEC's website at
www.sec.gov. Any other information contained on any website referenced in this prospectus is not incorporated by reference in this prospectus.
This prospectus is part of a registration statement and constitutes a prospectus of AB InBev. As allowed by SEC rules, this prospectus does
not contain all of the information you can find in the registration statement or the exhibits to the registration statement. You may inspect and copy
the registration statement at any of the addresses listed above. The SEC allows AB InBev to "incorporate by reference" information into this
prospectus. This means AB InBev can disclose important information to you by referring you to another document separately filed with the SEC.
The information incorporated by reference is considered a part of this prospectus, except for any information superseded by information in this
prospectus. In addition, any later information that AB InBev files with the SEC will automatically update and supersede this information. This
prospectus incorporates by reference the documents listed below that AB InBev has previously filed with the SEC. These documents contain
important information, including about AB InBev.
You should rely only on the information contained in this prospectus or that we have referred to you. AB InBev has not authorized anyone to
provide you with any additional information. This prospectus is dated as of the date listed on the cover page. You should not assume that the
information contained in this prospectus is accurate as of any date other than such date.
We incorporate by reference the documents listed below and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and until we complete the exchange offers and consent solicitations (other than, in each
case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

1.
Annual Report on Form 20-F for the fiscal year ended 31 December 2015, which was filed with the SEC on 14 March 2016;

iii
Table of Contents
2.
Registration Statement on Form F-4, which was filed with the SEC on 26 August 2016, including the consolidated financial statements
of SABMiller Limited (formerly SABMiller plc) as of 31 March 2016 and 2015 and for the years ended 31 March 2016, 2015 and 2014

(excluding the sections entitled "Risk Factors", "Selected Unaudited Pro Forma Financial Data", "Material Tax Consequences of the
https://www.sec.gov/Archives/edgar/data/310569/000119312516788568/d277996d424b3.htm[12/8/2016 5:12:15 PM]

424B3
Transaction", "Unaudited Pro Forma Condensed Combined Financial Information" and "Where You Can Find More Information"
therein and all exhibits thereto); and

3.
Current Reports on Form 6-K filed with the SEC on each of the following dates:

·
29 March 2016, regarding the pricing of EUR 13.25 billion aggregate principal amount of AB InBev's senior unsecured notes

issued under its Euro Medium Term Note Programme;

·
4 April 2016, regarding the partial cancellation of committed facilities available under the 2015 Senior Facilities Agreement (as

defined below);

·
12 April 2016, regarding the extension of the shareholders' agreement among BRC S.à R.L., Eugénie Patri Sébastian S.A., EPS

Participations S.à R.L., Rayvax Société d'Investissements S.A. and the Stichting Anheuser-Busch InBev;

·
14 April 2016, regarding the agreed approach between the South African government and AB InBev on public interest

commitments in relation to the Transaction;

·
19 April 2016, regarding AB InBev's acceptance of the binding offer by Asahi Group Holdings, Ltd. to acquire part of

SABMiller's European business;

·
27 April 2016, regarding dividend payments by AB InBev;

·
29 April 2016, regarding AB InBev's announcement that it had submitted an updated package of commitments to the European

Commission in relation to EU regulatory considerations;

·
4 May 2016, containing AB InBev's unaudited interim report for the three-month period ended 31 March 2016;

·
13 May 2016, regarding AB InBev's agreement with Ambev S.A. ("Ambev") to exchange certain Ambev and SABMiller

businesses in Latin America;

·
24 May 2016, regarding receipt of the European Commission's approval of the Transaction;

·
25 May 2016, regarding the receipt of the South African Reserve Bank's exchange control approval in relation to the

Transaction;

·
31 May 2016, regarding the recommendation of the Competition Commission of South Africa to the Competition Tribunal of

South Africa that the Transaction be approved with conditions;

·
2 June 2016, regarding the results of AB InBev's consent solicitation regarding certain notes outstanding under its Euro Medium

Term Notes Programme;

·
30 June 2016, regarding the receipt of the Competition Tribunal of South Africa's approval of the Transaction;

·
20 July 2016, regarding the receipt of the approval of the Transaction by the U.S. Department of Justice;

·
26 July 2016, regarding the announcement by AB InBev pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers

(the "July Rule 2.7 Announcement") on the revised and final offer for SABMiller by AB InBev;

·
29 July 2016, regarding the receipt of the approval of the Transaction by China's Ministry of Commerce;

·
29 July 2016, regarding the announcement by SABMiller that its board of directors intends to recommend the revised and final

terms of the Transaction as announced by AB InBev in the July Rule 2.7 Announcement;

·
29 July 2016, containing AB InBev's unaudited interim report for the six months ended 30 June 2016 and certain Transaction

related documents;

iv
Table of Contents

·
4 August 2016, regarding the intended structure and leadership of the combined group following completion of the Transaction;

·
8 August 2016, regarding a supplemental irrevocable undertaking from BEVCO Ltd., dated as of 5 August 2016, to the

irrevocable undertaking from BEVCO Ltd., in connection with the Transaction dated as of 11 November 2015, and the
irrevocable undertaking from Deutsche Bank AG, London Branch, dated as of 5 August 2016;

·
22 August 2016, regarding SABMiller's update on the acquisition of SABMiller by Newbelco through a UK law court-
https://www.sec.gov/Archives/edgar/data/310569/000119312516788568/d277996d424b3.htm[12/8/2016 5:12:15 PM]

424B3

sanctioned scheme of arrangement (the "UK Scheme");

·
23 August 2016, regarding the result of the SABMiller UK court directions hearing relating to the UK Scheme;

·
10 October 2016, regarding completion of the Transaction;

·
11 October 2016, regarding the closing and results of the voluntary cash takeover offer made by AB InBev pursuant to the offer
made by AB InBev pursuant to the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of
27 April 2007 on public takeover bids for all of the initial shares of Newbelco SA/NV ("Newbelco") to be issued to the

SABMiller shareholders pursuant to the UK Scheme, the appointment of restricted Newbelco share directors, the completion of
the merger of AB InBev into Newbelco through a merger by absorption of AB InBev under the Belgian Law of 7 May 1999 and
the listing of new ordinary shares;

·
11 October 2016, regarding the completion of the CR Snow Divestiture (as defined below), the divestiture of SABMiller's
Peroni, Grolsch and Meantime brand families and their associated business (excluding certain rights in the U.S.) and the

completion of the MillerCoors Divestiture (as defined below) and containing the Articles of Association of Anheuser-Busch
InBev SA/NV; and

·
19 October 2016, regarding disclosure of holding of AB InBev shares by the Stichting Anheuser-Busch InBev and persons acting
in concert therewith made according to the requirements of the Belgian Law of 2 May 2007, disclosure of holding of AB InBev

shares by Altria Group, Inc. made according to the requirements of the Belgian Law of 2 May 2007, disclosure of holding of AB
InBev shares by Bevco Lux Sàrl and related companies made according to the requirements of the Belgian Law of 2 May 2007,
and regarding Anheuser-Busch InBev's statement on Coca-Cola Beverages Africa;

·
28 October 2016, containing AB InBev's unaudited interim report for the nine-month period ended 30 September 2016; and

·
14 November 2016, containing the unaudited pro forma condensed combined financial information of the AB InBev Group.
To the extent this prospectus, or the documents or information incorporated by reference into this prospectus, contains references to the
Internet website of AB InBev, the information on such website does not constitute a part of, and is not incorporated by reference into, this
prospectus.
Documents incorporated by reference are available from the SEC as described above or from us without charge, or from the information
agent, excluding exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this document. The
information agent may be contacted at the address set forth on the back cover of this prospectus. You may request a copy of this prospectus and any
of the documents incorporated by reference into this prospectus or other information concerning AB InBev, without charge, upon written or oral
request. You should direct your requests to Anheuser-Busch InBev SA/NV, Brouwerijplein 1, 3000 Leuven, Belgium (telephone: +32 (0)1 627
6111).

v
Table of Contents
To receive timely delivery of the documents prior to the Early Participation Date, you should make your request no later than
22 November 2016. To receive timely delivery of the documents prior to the Expiration Date, you should make your request no later than
7 December 2016.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be
modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed
document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or
superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Any statement concerning the contents
of any contract or other document filed as an exhibit to the registration statement is not necessarily complete. With respect to each contract or other
document filed as an exhibit to the registration statement, you are referred to that exhibit for a more complete description of the matter involved,
and each such statement is qualified in its entirety by such reference.

vi
https://www.sec.gov/Archives/edgar/data/310569/000119312516788568/d277996d424b3.htm[12/8/2016 5:12:15 PM]

424B3
Table of Contents
SUMMARY
This summary provides an overview of selected information. Because this is only a summary, it may not contain all of the information
that may be important to you in understanding the exchange offers and consent solicitations. You should carefully read this entire prospectus,
including the section entitled "Risk Factors". Additionally, see the section entitled "Risk Factors" in our 2015 Annual Report on Form 20-F
for the fiscal year ended 31 December 2015 as well as the information incorporated by reference in this prospectus. See the section of this
prospectus entitled "Where You Can Find More Information."
AB InBev
The AB InBev Group is the world's largest brewer by volume and one of the world's top five consumer products companies. The AB
InBev Group's revenue, EBITDA, as defined, and beverage volumes for the year ended 31 December 2015 were USD 43,604 million, USD
17,057 million and 457 million hl, respectively, and for the six months ended 30 June 2016 were USD 20,206 million, USD 7,334 million and
220 million hl, respectively. As of 30 June 2016, the AB InBev Group's total assets were USD 191,129 million. These historical figures have
not been adjusted to give effect to the Transaction, which completed on 10 October 2016. As a consumer-centric, sales-driven group, the AB
InBev Group produces, markets, distributes and sells a strong, balanced portfolio of well over 400 beer and other malt beverage brands. These
include brands with significant international distribution, such as Budweiser, Corona (except in the United States), Stella Artois, Beck's, Leffe,
Hoegaarden, Castle Lager (except in the United States), Castle Lite (except in the United States), and Redd's (except in the United States); and
brands primarily distributed to local markets such as Bud Light and Michelob Ultra in the United States, Corona Light, Modelo Especial,
Modelo Light, Negra Modelo, Victoria and Pacifico in Mexico, Skol, Brahma and Antarctica in Brazil, Quilmes in Argentina, Jupiler in
Belgium and the Netherlands, Franziskaner in Germany, Klinskoye and Sibirskaya Korona in Russia, Chernigivske in Ukraine, Harbin and
Sedrin in China, Cass in South Korea, Carling Black Label and Hansa Pilsener in South Africa, Aguila and Poker in Colombia, Hero in
Nigeria, Cristal and Pilsen Callao in Peru, Victoria Bitter and Carlton Draught in Australia and Safari and Kilimanjaro in Tanzania. The Group
also produces and distributes soft drinks, particularly in Central and South America and Africa, and other near beer products, such as Lime-A-
Rita and other Rita family products in the United States and Mexico, and MixxTail in China, Argentina and other countries. Prior to
completion of the Transaction and as of 31 December 2015, the AB InBev Group employed more than 200,000 people, with operations in 26
countries around the world.
AB InBev is a publicly traded company, listed on Euronext Brussels, with secondary listings on the Bolsa Mexicana de Valores and the
Johannesburg Stock Exchange. AB InBev American Depositary Shares representing rights to receive AB InBev ordinary shares are listed and
trade on the New York Stock Exchange ("NYSE") under the symbol BUD.
AB InBev was incorporated on 3 March 2016 for an unlimited duration under the laws of Belgium under the original name Newbelco
SA/NV, and is the successor entity to Anheuser-Busch InBev SA/NV, which was incorporated on 2 August 1977 for an unlimited duration
under the laws of Belgium under the original name BEMES. It has the legal form of a public limited liability company (société
anonyme/naamloze vennootschap). Its registered office is located at Grand'Place/Grote Markt 1, 1000 Brussels, Belgium, and it is registered
with the Register of Legal Entities of Brussels under the number 0417.497.106. The AB InBev Group's global headquarters are located at
Brouwerijplein 1, 3000 Leuven, Belgium (tel.: +32 16 27 61 11).
Questions and Answers about the Exchange Offers and Consent Solicitations

Q:
Why is the AB InBev Group making the exchange offers and consent solicitations?

A:
The AB InBev Group is conducting the exchange offers to give existing holders of SABMiller Notes, which have not been

registered with the SEC, the option to obtain SEC-registered securities issued by

1
Table of Contents
Anheuser-Busch InBev Worldwide Inc., which will be pari passu with our other unsecured and unsubordinated debt securities, to
simplify its capital structure, and to centralize AB InBev's reporting obligations under our various debt instruments. The AB InBev
https://www.sec.gov/Archives/edgar/data/310569/000119312516788568/d277996d424b3.htm[12/8/2016 5:12:15 PM]

424B3
Group is conducting the consent solicitations to (1) eliminate substantially all of the restrictive covenants in the SABMiller Notes

Documents and (2) eliminate certain Events of Default due to (a) the acceleration of certain other indebtedness and (b) certain
decrees or judgments being entered against members of the AB InBev Group or their assets. Completion of the exchange offers and
consent solicitations is expected to ease administration of AB InBev's indebtedness.
Concurrently with the exchange offers, the AB InBev Group is also conducting a consent solicitation process and an exchange offer
process (the "foreign liability management processes") with respect to a series of English law governed debt securities issued by
SABMiller Holdings Inc. and a series of Australian law governed debt securities issued by FBG Treasury (Aust.) Pty Ltd (an
affiliate of SABMiller), respectively. Each series is guaranteed by SABMiller Limited. The foreign liability management processes
are each only open to any holder of the applicable securities that can make certain representations, including that it is not located in
the United States and it is not participating from the United States or it is acting on a non-discretionary basis for a principal that is
located outside the United States and that is not giving an order to participate from the United States. Holders that hold any such
securities that cannot make the required representations may not participate in the applicable foreign liability management process.
Any securities issued under the foreign liability management processes will not be registered with the SEC and may not be offered
or sold in the United States or for the account or benefit of U.S. persons absent such registration or an applicable exemption from
the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act").

Q:
What will I receive if I tender my SABMiller Notes in the exchange offers and consent solicitations?

A:
Subject to the conditions described in this prospectus, each SABMiller Note that is validly tendered prior to 11:59 p.m., New York
City time, on the Expiration Date, and not validly withdrawn (and subject to the applicable minimum denominations), will be
eligible to receive an AB InBev Note of the applicable series (as designated in the table below), which will accrue interest at the

same annual interest rate, have the same interest payment dates, same optional redemption prices (subject to certain technical
changes to ensure, as applicable, the fall-back calculations of LIBOR (as defined below) and the treasury rate are consistent with
the methods used in AB InBev's recently issued public indebtedness) and same maturity date as the SABMiller Note for which it
was exchanged.
In exchange for each $1,000 principal amount of SABMiller Notes that is validly tendered prior to 5:00 p.m., New York City time,
on the Early Participation Date, and not validly withdrawn (and subject to the applicable minimum denominations), holders will
receive the Total Consideration, which consists of $1,000 principal amount of AB InBev Notes (as described above) and a cash
amount of $1.00, and includes the Early Participation Premium, which consists of $30 principal amount of AB InBev Notes. In
exchange for each $1,000 principal amount of SABMiller Notes that is validly tendered after the Early Participation Date but prior
to the Expiration Date, and not validly withdrawn, holders will receive only the Exchange Consideration, which consists of $970
principal amount of AB InBev Notes and a cash amount of $1.00. Any holder, not being a qualified investor, that does not agree to
acquire such amount will not be able to participate in the exchange offers.
The AB InBev Notes will be issued under and governed by the terms of our indenture (the "Indenture") to be entered into on the
Settlement Date by Anheuser-Busch InBev Worldwide Inc. ("ABIWW"), as issuer, AB InBev, as parent guarantor, Anheuser-
Busch Companies, LLC, Brandbev S.à r.l., Brandbrew S.A., Cobrew NV and Anheuser-Busch InBev Finance Inc., as subsidiary

2
Table of Contents
guarantors, and The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"), described under "Description of
the AB InBev Notes and Guarantees."
The AB InBev Notes will be issued only in minimum denominations of $1,000 and whole multiples of $1,000 thereafter. See
"Description of the AB InBev Notes and Guarantees--General." We will not accept tenders of SABMiller Notes if such tender
would result in the holder thereof receiving in the applicable exchange offer an amount of AB InBev Notes below the applicable
minimum denomination. If the Issuer would be required to issue an AB InBev Note in a denomination other than $1,000 or a whole
multiple of $1,000 above such minimum denomination, the Issuer will, in lieu of such issuance:

·
issue an AB InBev Note in a principal amount that has been rounded down to the nearest lesser whole multiple of $1,000
above such minimum denomination; and pay a cash amount equal to the difference between (i) the principal amount of the

AB InBev Notes to which the tendering holder would otherwise be entitled and (ii) the principal amount of the AB InBev
Note actually issued in accordance with this paragraph; plus
https://www.sec.gov/Archives/edgar/data/310569/000119312516788568/d277996d424b3.htm[12/8/2016 5:12:15 PM]

Document Outline

#1">
- #1">