Obligation Anheuser-Busch InBev SA 2.625% ( US035242AA44 ) en USD

Anheuser-Busch InBev SA

100 % ▼

Etats-unis

US035242AA44 ( en USD )

2.625% par an ( paiement semestriel )

16/01/2023 - Obligation échue

Prospectus brochure de l'obligation Anheuser-Busch InBev US035242AA44 en USD 2.625%, échue

1 000 USD

643 316 000 USD

035242AA4

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

Anheuser-Busch InBev est une société brassicole multinationale belgo-brésilienne, la plus grande au monde, possédant un vaste portefeuille de marques de bières telles que Budweiser, Corona et Stella Artois.

L'Obligation émise par Anheuser-Busch InBev SA ( Etats-unis ) , en USD, avec le code ISIN US035242AA44, paye un coupon de 2.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/01/2023

L'Obligation émise par Anheuser-Busch InBev SA ( Etats-unis ) , en USD, avec le code ISIN US035242AA44, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Anheuser-Busch InBev SA ( Etats-unis ) , en USD, avec le code ISIN US035242AA44, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/310569/000119312513014389/d466878d424b5.htm
424B5 1 d466878d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents

Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-185619
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price(1)

Registration Fee
$1,000,000,000 0.800% Notes due 2016

$1,000,000,000
$136,400
Guarantees of $1,000,000,000 0.800% Notes due 2016(2)

(3)

(3)
$1,000,000,000 1.250% Notes due 2018

$1,000,000,000
$136,400
Guarantees of $1,000,000,000 1.250% Notes due 2018(2)

(3)

(3)
$1,250,000,000 2.625% Notes due 2023

$1,250,000,000
$170,500
Guarantees of $1,250,000,000 2.625% Notes due 2023(2)

(3)

(3)
$750,000,000 4.000% Notes due 2043

$ 750,000,000
$102,300
Guarantees of $750,000,000 4.000% Notes due 2043(2)

(3)

(3)
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
(2) See prospectus supplement for guarantors of this issuance.
(3) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.
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Prospectus Supplement
(To prospectus dated 21 December 2012) (the "Prospectus")

$1,000,000,000 0.800% Notes due 2016
$1,000,000,000 1.250% Notes due 2018
$1,250,000,000 2.625% Notes due 2023
$750,000,000 4.000% Notes due 2043
Fully and unconditionally guaranteed by
The fixed rate notes due 2016 (the "2016 Fixed Rate Notes") will bear interest at a rate of 0.800% per year, the fixed rate notes due 2018 (the "2018 Fixed Rate Notes") wil bear interest at a rate of 1.250% per year, the fixed rate notes
due 2023 (the "2023 Fixed Rate Notes") will bear interest at a rate of 2.625% per year and the fixed rate notes due 2043 (the "2043 Fixed Rate Notes", and together with the "2016 Fixed Rate Notes", "2018 Fixed Rate Notes" and
"2023 Fixed Rate Notes", the "Notes") wil bear interest at a rate of 4.000% per year. Interest on the 2016 Notes wil be payable semi-annual y in arrears on 15 January and 15 July of each year, commencing on 15 July 2013. Interest on
the 2018 Fixed Rate Notes, the 2023 Fixed Rate Notes and the 2043 Fixed Rate Notes will be payable semi-annually in arrears on 17 January and 17 July of each year, commencing on 17 July 2013. The 2016 Fixed Rate Notes wil mature on
15 January 2016, the 2018 Fixed Rate Notes wil mature on 17 January 2018, the 2023 Fixed Rate Notes wil mature on 17 January 2023 and the 2043 Fixed Rate Notes wil mature on 17 January 2043. The Notes wil be issued by
Anheuser-Busch InBev Finance Inc. (the "Issuer") and will be fully and unconditionally guaranteed by Anheuser-Busch InBev SA/NV (the "Parent Guarantor"), Anheuser-Busch InBev Worldwide Inc., Brandbev S.à r.l., BrandBrew S.A.,
Cobrew NV, and Anheuser-Busch Companies, LLC (the "Subsidiary Guarantors", and together with the Parent Guarantor, the "Guarantors"). Application wil be made to list the Notes on the New York Stock Exchange. There can be no
assurance that the Notes will be listed.
The Issuer may, at its option, redeem the Notes in whole or in part, at any time as further provided in "Description of the Notes--Optional Redemption." The Issuer may also redeem each series of the Notes at the Issuer's (or, if applicable,
the Parent Guarantor's) option, in whole but not in part, at 100% of their principal amount then outstanding plus accrued interest if certain tax events occur as described in "Description of the Notes--Optional Tax Redemption."

Investing in the Notes involves risks. See "Risk Factors" on page S-9 and beginning on page 2 of the accompanying Prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offense.

Proceeds, before
Public offering
Underwriting
expenses, to the

price(1)

discount
Issuer

Per 2016 Fixed Rate Note

99.994%

0.250%

99.744%
Total for 2016 Fixed Rate Notes

$
999,940,000
$
2,500,000
$
997,440,000
Per 2018 Fixed Rate Note

99.427%

0.350%

99.077%
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Total for 2018 Fixed Rate Notes

$
994,270,000
$
3,500,000
$
990,770,000
Per 2023 Fixed Rate Note

99.347%

0.450%

98.897%
Total for 2023 Fixed Rate Notes

$ 1,241,837,500
$
5,625,000
$
1,236,212,500
Per 2043 Fixed Rate Note

99.515%

0.875%

98.640%
Total for 2043 Fixed Rate Notes

$
746,362,500
$
6,562,500
$
739,800,000
(1) Plus accrued interest, if any, from and including 17 January 2013.
The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect participants (including Euroclear S.A./N.V. and Clearstream Banking,
société anonyme) on or about 17 January 2013.

Joint Bookrunners

BofA Merrill Lynch

Barclays

Deutsche Bank Securities

J.P. Morgan

RBS
Senior Co-Managers

BNP PARIBAS

ING

Mitsubishi UFJ Securities

Mizuho Securities

SOCIETE GENERALE
Co-Managers

Rabo Securities
SMBC Nikko ANZ Securities

COMMERZBANK
The date of this Prospectus Supplement is 14 January 2013.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
THE OFFERING

S-1

RECENT DEVELOPMENTS

S-7

RISK FACTORS

S-9

ABOUT THIS PROSPECTUS SUPPLEMENT

S-10
FORWARD-LOOKING STATEMENTS

S-11
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

S-13
USE OF PROCEEDS

S-14
CAPITALIZATION

S-15
DESCRIPTION OF THE NOTES

S-17
UNDERWRITING

S-25
TAXATION

S-30
VALIDITY OF THE NOTES

S-38
PROSPECTUS

ABOUT THIS PROSPECTUS

1
RISK FACTORS

2
FORWARD-LOOKING STATEMENTS

9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

11
ANHEUSER-BUSCH INBEV SA/NV

12
ANHEUSER-BUSCH INBEV FINANCE INC., AND THE SUBSIDIARY GUARANTORS

12
USE OF PROCEEDS

13
RATIOS OF EARNINGS TO FIXED CHARGES

13
CAPITALIZATION AND INDEBTEDNESS

14
LEGAL OWNERSHIP

15
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

17
CLEARANCE AND SETTLEMENT

39
TAX CONSIDERATIONS

44
PLAN OF DISTRIBUTION

57
WHERE YOU CAN FIND MORE INFORMATION

58
VALIDITY OF SECURITIES

59
EXPERTS

59
EXPENSES

60
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THE OFFERING
This section outlines the specific financial and legal terms of the Notes that are more generally described under "Description of the Notes" beginning on
page S-17 of this prospectus supplement and under "Description of Debt Securities and Guarantees" beginning on page 17 of the accompanying Prospectus. If anything
described in this section is inconsistent with the terms described under "Description of the Notes" in this prospectus supplement or in "Description of Debt Securities
and Guarantees" in the accompanying Prospectus, the terms described below shall prevail. References to "$" or "USD" in this prospectus supplement are to U.S.
dollars, and references to "" or "EUR" are to euros. References to "we", "us" and "our" are, as the context requires, 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 more fully described on page 1 of the
accompanying Prospectus.

Issuer
Anheuser-Busch InBev Finance Inc., a Delaware corporation (the "Issuer").

Parent Guarantor
Anheuser-Busch InBev SA/NV, a Belgian public limited liability company (the "Parent Guarantor").

Subsidiary Guarantors
Anheuser-Busch InBev Worldwide Inc., Brandbev S.à r.l., BrandBrew S.A., Cobrew NV and
Anheuser-Busch Companies, LLC (each a "Subsidiary Guarantor" and together with the Parent Guarantor,
the "Guarantors"), will, along with the Parent Guarantor, jointly and severally guarantee the Notes on an
unconditional, full and irrevocable basis, subject to certain limitations described in "Description of Debt
Securities and Guarantees" in the accompanying Prospectus.

Securities Offered
$1,000,000,000 aggregate principal amount of 0.800% notes due 2016 (the "2016 Fixed Rate Notes"). The
2016 Fixed Rate Notes will mature on 15 January 2016.

$1,000,000,000 aggregate principal amount of 1.250% notes due 2018 (the "2018 Fixed Rate Notes"). The

2018 Fixed Rate Notes will mature on 17 January 2018.

$1,250,000,000 aggregate principal amount of 2.625% notes due 2023 (the "2023 Fixed Rate Notes"). The

2023 Fixed Rate Notes will mature on 17 January 2023.

$750,000,000 aggregate principal amount of 4.000% notes due 2043 (the "2043 Fixed Rate Notes"). The

2043 Fixed Rate Notes will mature on 17 January 2043.

The Notes are redeemable prior to maturity as described in "Description of the Notes--Optional

Redemption" and all of the Notes will be redeemable prior to maturity as described under "Description of
the Notes--Optional Tax Redemption."

Price to Public
99.994% of the principal amount of the 2016 Fixed Rate Notes, plus accrued interest, if any, from and
including 17 January 2013.

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99.427% of the principal amount of the 2018 Fixed Rate Notes, plus accrued interest, if any, from and

including 17 January 2013.

99.347% of the principal amount of the 2023 Fixed Rate Notes, plus accrued interest, if any, from and

including 17 January 2013.

99.515% of the principal amount of the 2043 Fixed Rate Notes, plus accrued interest, if any, from and

including 17 January 2013.

Ranking of the Notes
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.

Ranking of the Guarantees
Subject to certain limitations described in "Description of Debt Securities and Guarantees" in the
accompanying Prospectus, each Note will be jointly and severally guaranteed by each of the Guarantors, on
an unconditional, full and irrevocable basis (each a "Guarantee" and collectively the "Guarantees"). The
Guarantees will be the direct, unconditional, unsecured and unsubordinated general obligations of the
Guarantors. The Guarantees will rank pari passu among themselves, without any preference of one over the
other by reason of priority of date of issue or otherwise, and equally with all other existing and future
unsecured and unsubordinated general obligations of the Guarantors. Each of the Guarantors other than the
Parent Guarantor shall be entitled to terminate its Guarantee in certain circumstances as further described
under "Description of Debt Securities and Guarantees" in the accompanying Prospectus.

Minimum Denomination
The Notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Payment of Principal and Interest on the Notes
The principal amount of the 2016 Fixed Rate Notes is $1,000,000,000 and the 2016 Fixed Rate Notes will
bear interest at the rate per annum of 0.800%.

The principal amount of the 2018 Fixed Rate Notes is $1,000,000,000 and the 2018 Fixed Rate Notes will

bear interest at the rate per annum of 1.250%.

The principal amount of the 2023 Fixed Rate Notes is $1,250,000,000 and the 2023 Fixed Rate Notes will

bear interest at the rate per annum of 2.625%.

The principal amount of the 2043 Fixed Rate Notes is $750,000,000 and the 2043 Fixed Rate Notes will

bear interest at the rate per annum of 4.000%.

Interest on the 2016 Fixed Rate Notes will be payable semi-annually in arrears on 15 January and 15 July

of each year, commencing on 15 July 2013. Interest on the 2018 Fixed Rate Notes, the 2023 Fixed

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Rate Notes and the 2043 Fixed Rate Notes will be payable semi-annually in arrears on 17 January and

17 July of each year, commencing on 17 July 2013. Interest on the Notes will accrue from 17 January 2013.

If the date of such interest payment is not a Business Day, then payment will be made on the next succeeding
Business Day. Interest will accrue on the Notes until the principal of the applicable Notes is paid or duly

made available for payment. Interest on the Notes will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

Interest on the Notes will be paid to the persons in whose names such Notes (or one or more predecessor

notes) are registered at the close of business on the January 1 and July 1, immediately preceding the
applicable interest payment date, whether or not such date is a Business Day.

If the date of maturity of principal of any Fixed Rate Note or the date fixed for redemption or payment in
connection with an acceleration of any Fixed Rate Note is not a Business Day, then payment of interest or
principal need not be made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the date of maturity or the date fixed for redemption or payment in
connection with an acceleration, and no interest shall accrue as a result of the delayed payment.

Business Day
A day on which commercial banks and exchange markets are open, or not authorized to close, in the City of
New York, London and Brussels.

Additional Amounts
To the extent any Guarantor is required to make payments in respect of the Notes, such Guarantor will make
all payments in respect of the Notes without withholding or deduction for or on account of any present or
future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by
or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax
resident or any political subdivision or any authority thereof or therein having power to tax (the "Relevant
Taxing Jurisdiction") unless such withholding or deduction is required by law, in which event, such
Guarantor will pay to the Holders such additional amounts (the "Additional Amounts") as shall be
necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall
equal the respective amounts of principal and interest which would otherwise have been receivable in the
absence of such withholding or deduction, except that no such Additional Amounts shall be payable on
account of any taxes or duties only in the circumstances described under "Description of Debt Securities
and Guarantees--Additional Amounts" in the accompanying Prospectus.

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References to principal or interest in respect of the Notes include any Additional Amounts, which may be
payable as set forth in the Indenture (as defined herein).

The covenant regarding Additional Amounts will not apply to any Guarantor at any time when such

Guarantor is incorporated in a jurisdiction in the United States, but shall apply to the Issuer at any time that
the Issuer is incorporated in any jurisdiction outside the United States.

Optional Redemption
The Notes may be redeemed at any time, at the Issuer's option, as a whole or in part, upon not less than 30
nor more than 60 days' prior notice, at a redemption price equal to the greater of:

· 100% of the aggregate principal amount of the Notes to be redeemed; and

· as determined by the Independent Investment Banker (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest on the Notes to be redeemed
(not including any portion of such payments of interest accrued to the date of redemption) discounted

to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate described herein plus 5 basis points in the case of the 2016 Fixed Rate
Notes, 10 basis points in the case of the 2018 Fixed Rate Notes, 15 basis points in the case of the
2023 Fixed Rate Notes and 15 basis points in the case of the 2043 Fixed Rate Notes;

plus, in each case described above, accrued and unpaid interest on the principal amount being redeemed to

(but excluding) the redemption date.

Optional Tax Redemption
Each series of Notes may be redeemed at any time, at the Issuer's or the Parent Guarantor's option, as a
whole, but not in part, upon not less than 30 nor more than 60 days' prior notice, at a redemption price
equal to 100% of the principal amount of the Notes of such series then outstanding plus accrued and unpaid
interest on the principal amount being redeemed (and all Additional Amounts (see "Description of Debt
Securities and Guarantees--Additional Amounts" in the accompanying Prospectus), if any) to (but
excluding) the redemption date, if (i) as a result of any change in, or amendment to, the laws, treaties,
regulations or rulings of a jurisdiction in which the Issuer or any Guarantor is incorporated, organized, or
otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax,
or in the interpretation, application or administration of any such laws, treaties, regulations or rulings
(including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or
after 14 January 2013 (any such change or amendment, a "Change in Tax Law"), the Issuer or (if a payment
were then due under a Guarantee,

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the relevant Guarantor) would be required to pay Additional Amounts and (ii) such obligation cannot be
avoided by the Issuer (or the relevant Guarantor) taking reasonable measures available to it, provided,
however, that any series of Notes may not be redeemed to the extent such Additional Amounts arise solely

as a result of the Issuer assigning its obligations under such Notes to a Substitute Issuer (as defined in
"Description of the Notes"), unless this assignment to a Substitute Issuer is undertaken as part of a plan of
merger by the Parent Guarantor.

No notice of redemption may be given earlier than 90 days prior to the earliest date on which the Issuer or

the Guarantor would be obligated to pay the Additional Amounts if a payment in respect of such series of
Notes were then due.

Use of Proceeds
The Issuer intends to apply substantially all of the net proceeds (estimated to be $3,964 million before
expenses) from the sale of the Notes toward general corporate purposes.

Listing and Trading
Application will be made for the Notes to be admitted to listing on the New York Stock Exchange
("NYSE"). No assurance can be given that such application will be approved.

Name of Depositary
The Depository Trust Company ("DTC").

Book-Entry Form
The Notes will initially be issued to investors in book-entry form only. Fully-registered global notes
representing the total aggregate principal amount of the Notes of each series will be issued and registered in
the name of a nominee for DTC, the securities depositary for the Notes, for credit to accounts of direct or
indirect participants in DTC, including Euroclear S.A./N.V. ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream"). Unless and until Notes in definitive certificated form are issued, the
only holder will be Cede & Co., as nominee of DTC, or the nominee of a successor depositary. Except as
described in this prospectus supplement or accompanying Prospectus, a beneficial owner of any interest in
a global note will not be entitled to receive physical delivery of definitive Notes. Accordingly, each
beneficial owner of any interest in a global note must rely on the procedures of DTC, Euroclear,
Clearstream, or their participants, as applicable, to exercise any rights under the Notes.

Taxation
For a discussion of the United States, Belgian and Luxembourg tax consequences associated with the Notes,
see "Taxation--Supplemental Discussion of United States Taxation," "Taxation--Belgian Taxation" and
"Taxation--Luxembourg Taxation" in this prospectus supplement and "Tax Considerations" in the
accompanying Prospectus. Investors should consult their own tax advisors in determining the non-United
States, United States federal, state, local and any other tax consequences to them of the purchase, ownership
and disposition of the Notes.

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Governing Law
The Notes, the Guarantees and the Indenture related thereto, will be governed by, and construed in
accordance with, the laws of the State of New York.

Additional Notes
The Issuer may, from time to time, without notice to or the consent of the Holders, create and issue, pursuant
to the Indenture and in accordance with applicable laws and regulations, additional Notes of a series (the
"Additional Notes") maturing on the same maturity date as the other Notes of that series and having the
same terms and conditions under the Indenture (including with respect to the Guarantors and the Guarantees)
as the previously outstanding Notes of that series in all respects (or in all respects except for the issue date
and the amount and, in some cases, the date of the first payment of interest thereon) so that such Additional
Notes shall be consolidated and form a single series with the previously outstanding Notes of that series.
Without limiting the foregoing, the Issuer may, from time to time, without notice to or the consent of the
Holders, create and issue, pursuant to the Indenture and in accordance with applicable laws and
regulations, additional series of notes with additional or different terms and maturity dates than the Notes.

Trustee, Principal Paying Agent, Transfer Agent, Calculation The Trustee, principal paying agent, transfer agent, calculation agent and registrar is The Bank of New York
Agent and Registrar
Mellon Trust Company, N.A. ("Trustee").

CUSIPs:
2016 Fixed Rate Notes: 035242 AD8
2018 Fixed Rate Notes: 035242 AC0
2023 Fixed Rate Notes: 035242 AA4
2043 Fixed Rate Notes: 035242 AB2

ISINs:
2016 Fixed Rate Notes: US035242 AD82
2018 Fixed Rate Notes: US035242 AC00
2023 Fixed Rate Notes: US035242 AA44
2043 Fixed Rate Notes: US035242 AB27

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