Bond Anheuser-Busch InBev SA 4.439% ( US03523TBT43 ) in USD

Anheuser-Busch InBev SA

81.42 % ▼

United States

US03523TBT43 ( in USD )

4.439% per year ( payment 2 times a year)

05/10/2048

Prospectus brochure of the bond Anheuser-Busch InBev US03523TBT43 en USD 4.439%, maturity 05/10/2048

1 000 USD

1 735 169 000 USD

03523TBT4

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

06/10/2025 ( In 130 days )

Anheuser-Busch InBev is a multinational beverage alcohol corporation headquartered in Leuven, Belgium, and is the world's largest brewer, producing and distributing a wide portfolio of beer brands including Budweiser, Corona, and Stella Artois.

The Bond issued by Anheuser-Busch InBev SA ( United States ) , in USD, with the ISIN code US03523TBT43, pays a coupon of 4.439% per year.
The coupons are paid 2 times per year and the Bond maturity is 05/10/2048

The Bond issued by Anheuser-Busch InBev SA ( United States ) , in USD, with the ISIN code US03523TBT43, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Anheuser-Busch InBev SA ( United States ) , in USD, with the ISIN code US03523TBT43, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(B)(3)
Registration Nos. 333-219120,
333-219120-01,
333-219120-02,
333-219120-03,
333-219120-04,
333-219120-05,
333-219120-06
PROSPECTUS

Anheuser-Busch InBev Worldwide Inc.
Offer to Exchange up to
$1,735,171,000 principal amount of 4.439% Notes due 2048
which have been registered under the Securities Act of 1933
For Any and All Outstanding Unregistered
$1,735,171,000 principal amount of 4.439% Notes due 2048
Expiration Date: 5:00 p.m., New York City Time, on 17 August 2017, unless extended
We are conducting this exchange offer (the "Exchange Offer") in order to provide you with an opportunity to exchange your
unregistered notes for notes that have been registered under the Securities Act.
The Exchange Offer

·
We will exchange all outstanding old notes that are validly tendered and not validly withdrawn for an equal principal amount of new

notes that are registered under the Securities Act.

·
You may withdraw tenders of Old Notes at any time prior to the expiration date of the exchange offer.

·
The exchange offer for Old Notes is expected to settle on 21 August 2017, unless extended (such date, the "Settlement Date").
The terms of the new notes to be issued in the exchange offer are identical in all material respects to the old notes, except that the new notes
will be registered under the Securities Act and will not be subject to transfer restrictions or registration rights. The new notes will have the same
financial terms and covenants as the old notes, and are subject to the same business and financial risks.
All untendered old notes will continue to be subject to the restrictions on transfer set forth in the old notes and in the indenture. In general,
the old notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate
that we will register the old notes under the Securities Act.
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange
for the old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We
have agreed that, for a period of 90 days commencing on the day the Exchange Offer is consummated (or such shorter period during which
participating broker-dealers are required by law to deliver such prospectus) we will make available a prospectus meeting the requirements of the
Securities Act for use by broker-dealers in connection with any such resale.
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The Exchange Offer will only be made, and the new notes are only being offered to, holders of old 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") which are
"qualified investors" as defined in the Prospectus Directive.
For a more detailed description of the new notes, see "Description of the New Notes and Guarantees" beginning on page 30.
See "Risk Factors" beginning on page 11 for a discussion of certain risks you should consider before participating in the exchange offer.
Additionally, see the "Risk Factors" in our 2016 Annual Report on Form 20-F for the fiscal year ended 31 December 2016, which are
incorporated by reference herein, to read about factors you should consider before investing in the New 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.
The date of this prospectus is 19 July 2017.
Table of Contents
TABLE OF CONTENTS

Page
About This Prospectus

ii
Cautionary Statement Regarding Forward-Looking Statements

ii
Where You Can Find More Information

iii
Summary

1
Risk Factors

11
Use of Proceeds

13
Capitalization of the AB InBev Group

14
Ratio of Earnings to Fixed Charges

16
The Exchange Offer

17
Description of the New Notes and Guarantees

30
Material U.S. Federal Income Tax Considerations

51
Notices to Certain Non-U.S. Holders

52
Validity of Notes

55
Experts

55

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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 ABI SAB Group Holding Limited (formerly SABMiller
Limited and prior to that SABMiller plc), for all periods following the closing of the acquisition of ABI SAB Group Holding Limited by AB InBev
on 10 October 2016).
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 acquisition of ABI SAB Group Holding Limited on 10 October 2016.
Further, in this prospectus, references to:

·
"Parent Guarantor" are to AB InBev;

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

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

Brandbrew S.A. and Cobrew NV; and

·
"Guarantors" are to the Parent Guarantor and the Subsidiary Guarantors.
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 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 offer, 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.
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.

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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 our periodic public filings with the SEC, including those discussed under the sections entitled "Risk
Factors" in our Annual Report on Form 20-F for the fiscal year ended 31 December 2016 as well as factors contained or incorporated by reference
into such documents and in our subsequent filings with the SEC.
Subject to our obligations under applicable law in relation to disclosure and ongoing information, we disclaim 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
We file annual and current reports and other information with the SEC. You may read and copy any document that we file 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 us to "incorporate by reference" information into this prospectus.
This means we 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
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addition, any later information that we file with the SEC will automatically update and supersede this information. This prospectus incorporates by
reference the documents listed below that we have previously filed with the SEC. These documents contain important information, including about
us.
You should rely only on the information contained in this prospectus or that we have referred to you. We have 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 Offer (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 2016, which was filed with the SEC on 22 March 2017;

2.
the Form F-4 (File No. 333-213328) filed with the Commission on 26 August 2016 solely with respect to the SABMiller plc audited

consolidated financial statements as of 31 March 2016 and 2015 and for the years ended 31 March 2016, 2015 and 2014; and

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

·
22 March 2017, regarding the commencement of the U.S. private exchange offers for 10 series of our USD notes for a

combination of notes and cash (the "Private Exchange Offers");

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·
31 March 2017, regarding the completion of the sale of ABI SAB Group Holding Limited's Central and Eastern European

Business;

·
5 April 2017, regarding pricing and early results of the Private Exchange Offers;

·
12 April 2017, regarding the completion of the disposal of our interest in Distell Group Limited;

·
20 April 2017, regarding the final results of the Private Exchange Offers;

·
26 April 2017, regarding annual shareholders meeting;

·
5 May 2017, containing our unaudited interim report for the three-month period ended 31 March 2017;

·
15 May 2017, regarding the pricing of our Canadian Dollar 2.0 billion aggregate principal amount of senior unsecured notes

issued under a private placement in Canada;

·
24 May 2017, regarding the pricing of our GBP 2.25 billion aggregate principal amount of senior unsecured notes issued under

our Euro Medium Term Notes Programme; and

·
30 June 2017, containing SABMiller Limited's (formerly SABMiller plc) unaudited interim report for the six-month period

ended 30 September 2016 and unaudited pro forma financial information of the AB InBev Group for the year ended
31 December 2016.
To the extent this prospectus, or the documents or information incorporated by reference into this prospectus, contains references to our
Internet website , 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 us, 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).
To receive timely delivery of the documents prior to the Expiration Date, you should make your request no later than five business
days before the date you must make your investment decision, or 10 August 2017.
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
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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.

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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 Offer. You should carefully read this entire prospectus, including the section
entitled "Risk Factors". Additionally, see the section entitled "Risk Factors" in our 2016 Annual Report on Form 20-F for the fiscal year
ended 31 December 2016 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
We are the world's largest brewer by volume and one of the world's top five consumer products companies by revenue. As a consumer-
centric, sales-driven company, we produce, market, distribute and sell a diversified portfolio of well over 500 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, 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. We also
produce and distribute 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; MixxTail in China, Argentina and other countries; and Skol Beats in Brazil.
Our 2016 volumes (beer and non-beer) were 500 million hectoliters and our revenue amounted to USD 45.5 billion.
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).
The Issuer and the Subsidiary Guarantors
The issuer of the new notes, under the name of InBev Worldwide S.à.r.l, was incorporated on 9 July 2008 as a private limited liability
company (société à responsabilité limitée) under the Luxembourg act dated 10 August 1915 on commercial companies, as amended. On
19 November 2008, the issuer was domesticated as a corporation in the State of Delaware in accordance with Section 388 of the Delaware
General Corporation Law and, in connection with such domestication, changed its name to Anheuser-Busch InBev Worldwide Inc. The
Issuer's registered office is located at 1209 Orange Street, Wilmington, Delaware 19801.
Each of Brandbrew S.A., Brandbev S.à r.l., Cobrew NV, Anheuser-Busch InBev Finance Inc. and Anheuser-Busch Companies, LLC,
which are direct or indirect subsidiaries of Anheuser-Busch InBev SA/NV, will, along

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with Anheuser-Busch InBev SA/NV, jointly and severally guarantee the new notes, on an unconditional, full and irrevocable basis, subject to
certain limitations described in "Description of the New Notes and Guarantees".
Amendments and Supplements
We may be required to amend or supplement this prospectus at any time to add, update or change the information contained herein. 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."
Risk Factors
An investment in the New Notes involves risks that a potential investor should carefully evaluate prior to making such an investment.
See "Risk Factors" beginning on page 11 of this prospectus. Additionally, see the sections entitled "Risk Factors" in our 2016 Annual Report
on Form 20-F for the fiscal year ended 31 December 2016 as well as factors contained or incorporated by reference into such documents and
in our subsequent filings with the SEC.
The Exchange Offer

Offeror
Anheuser-Busch InBev Worldwide Inc. (the "Issuer")
General
In April 2017, the Issuer issued $1,735,171,000 principal amount of 4.439% notes due
2048 (the "Old Notes") under the indenture, dated as of 16 December 2016, among the
Issuer, each of the Guarantors and The Bank of New York Mellon Trust Company, N.A.,
as trustee, principal paying agent, transfer agent and registrar. On 6 April 2017,
Anheuser-Busch InBev SA/NV, Anheuser-Busch InBev Worldwide Inc. and certain
subsidiary guarantors entered into a registration rights agreement, which we refer to as
the "Registration Rights Agreement", with the initial purchasers of the Old Notes, for
the benefit of the holders of the Old Notes, under which we are required to use
commercially reasonable efforts to complete an offer to exchange the Old Notes for a
new series of notes identical in all material respect and registered under the Securities Act
of 1933 or have one or more shelf registration statements in respect of the Old Notes
declared effective, prior to 7 March 2018. We are making the Exchange Offer (as defined
below) to satisfy our obligations under the Registration Rights Agreement.
The Exchange Offer
We are offering $1,735,171,000 principal amount of 4.439% Notes due 2048 which have
been registered under the Securities Act of 1933, as amended ("Securities Act"), for any
and all $1,735,171,000 principal amount of 4.439% Notes due 2048 issued on 6 April
2017 and 20 April 2017.
We refer to the above offer as the "Exchange Offer". Additionally, we refer to the series
of notes described above that are being offered in exchange for the Old Notes pursuant to
the Exchange Offer as the "New Notes". In this prospectus we sometimes refer to the
New Notes and the Old Notes together as the "notes".

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In order to exchange an Old Note, you must follow the required procedures and we must
accept the Old Note for exchange. We will exchange all Old Notes validly offered for
exchange, or "tendered", and not validly withdrawn.
Accrued and Unpaid Interest
The New Notes will bear interest from the date of first issuance of the Old Notes (6 April
2017) or from the most recent date on which interest on the Old Notes has been paid,
whichever is later. If your Old Notes are accepted for exchange, you will receive interest
on the corresponding New Notes and not on the Old Notes. Any Old Notes not tendered
will remain outstanding and continue to accrue interest according to their terms.
Expiration Date
The Exchange Offer will expire at 5:00 p.m., New York City time, on 17 August 2017,
or a later date and time to which we extend it.
Conditions to the Exchange Offer
The Exchange Offer is subject to customary conditions described in "The Exchange
Offer--Conditions to the Exchange Offer", including, among other things, the condition
that no stop order has been issued for the registration statement of which this prospectus
forms a part, or any proceedings for that purpose, and that there shall not have occurred
or be reasonably likely to occur any material adverse change to our business, operations,
properties, condition, assets, liabilities, prospects or financial affairs.
Procedures for Participation in the Exchange
Offer
If you wish to accept the Exchange Offer, the following must be delivered to the
exchange agent identified below:
· your Old Notes by timely confirmation of book-entry transfer through The

Depository Trust Company, or "DTC";
· an agent's message from DTC, stating that the tendering participant agrees to
be bound by the letter of transmittal and the terms of the Exchange Offer as

described in "The Exchange Offer--Terms of the Exchange Offer"; and

· all other documents required by the letter of transmittal.
These actions must be completed before the Expiration Date.
You must comply with DTC's standard procedures for electronic tenders, by which you
will agree to be bound by the letter of transmittal.
If you are a beneficial owner of New Notes that are held by or registered in the name of a
broker, dealer, commercial bank, trust company or other nominee or custodian and you
wish to tender your Old Notes in order to participate in the Exchange Offer, you should
contact your intermediary entity promptly and instruct it to tender the Old Notes on your
behalf. You should keep in mind that your intermediary may require you to take action
with respect to the

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Exchange Offer a number of days before the Expiration Date in order for such entity to
tender Old Notes on your behalf at or prior to the Expiration Date in accordance with the
terms of the Exchange Offer. See "The Exchange Offer--Procedures for Tendering Old
Notes".
If you are a beneficial owner of Old Notes through Euroclear or Clearstream
Luxembourg (each as defined herein) and wish to tender your Old Notes, you must
instruct Euroclear or Clearstream Luxembourg, as the case may be, to block the account
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in respect of the tendered Old Notes in accordance with the procedures established by
Euroclear or Clearstream Luxembourg. You are encouraged to contact Euroclear or
Clearstream Luxembourg directly to ascertain their procedures for tendering Old Notes.
No Guaranteed Delivery Procedures
No guaranteed delivery procedures are available in connection with the Exchange Offer.
You must tender your Old Notes by the Expiration Date in order to participate in the
Exchange Offer.
Withdrawal and Revocation
Tenders of Old Notes may be validly withdrawn at any time prior to the Expiration Date.
Following the Expiration Date, tenders of Old Notes may not be withdrawn. In the event
of termination of the Exchange Offer, the Old Notes tendered pursuant to the Exchange
Offer will be promptly returned to the tendering holders. See "The Exchange Offer--
Withdrawal of Tenders."
Acceptance of Old Notes and Delivery of New
Notes
Subject to the satisfaction or, where permitted, waiver of the conditions to the Exchange
Offer, the Issuer will accept for exchange any and all Old Notes that are validly tendered
prior to the Expiration Date and not validly withdrawn (provided that the tender of Old
Notes will only be accepted in the minimum denominations and integral multiples noted
above). All Old Notes exchanged will be retired and cancelled.
The New Notes issued pursuant to the Exchange Offer will be issued and delivered
through the facilities of DTC promptly on the Settlement Date. See "The Exchange Offer
--Acceptance of Old Notes for Exchange; New Notes."
Absence of Dissenters' Rights of Appraisal
You do not have dissenters' rights of appraisal with respect to the Exchange Offer. See
"The Exchange Offer--Absence of Dissenters' Rights of Appraisal".
U.S. Federal Income Tax Considerations
The exchange of Old Notes for New Notes pursuant to the Exchange Offer will not be a
taxable event for U.S. federal income tax purposes. See "Material U.S. Federal Income
Tax Considerations."

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Resale of New Notes
Based on interpretive letters of the Securities and Exchange Commission, or "SEC", staff
to third parties, we believe that you may offer for resale, resell and otherwise transfer
New Notes issued pursuant
to the Exchange Offer without compliance with the registration and prospectus delivery
provisions of the Securities Act, if you:

· are not a broker-dealer that acquired the Old Notes from us or in market-
making transactions or other trading activities;

· acquire the New Notes issued in the Exchange Offer in the ordinary course of
your business;

· are not participating, and do not intend to participate, and have no arrangement
or understanding with any person to participate in, the distribution of the New
Notes issued in the Exchange Offer; and

· are not an "affiliate" of ours, as defined in Rule 405 under the Securities Act.
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By tendering Old Notes as described in "The Exchange Offer--Procedures for Tendering
Old Notes", you will be making written representations to this effect. If you fail to satisfy
any of these conditions, you cannot rely on the position of the SEC set forth in the
interpretive letters referred to above and you must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a resale of the
New Notes.

If you are a broker-dealer that acquired Old Notes as a result of market-making or other
trading activities, you must comply with the prospectus delivery requirements of the
Securities Act in connection with a resale of the New Notes as described in this summary
under "Restrictions on Sale by Broker-Dealers" below.

We base our belief on interpretations by the SEC staff in interpretive letters issued to
other issuers in exchange offers like ours. We cannot guarantee that the SEC would make
a similar decision about our Exchange Offer. If our belief is wrong, you could incur
liability under the Securities Act. We will not protect you against any loss incurred as a
result of this liability under the Securities Act.

We have not entered into any arrangement or understanding with any person who will
receive New Notes in the Exchange Offer to distribute those New Notes following
completion of the Exchange Offer. We are not aware of any person that will participate
in the Exchange Offer with a view to distribute the New Notes.

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Restrictions on Sale by Broker-Dealers
If you are a broker-dealer that has received New Notes for your own account in
exchange for Old Notes that were acquired as a result of market-making or other trading
activities, you must acknowledge that you will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of New Notes. For a
period of 90 days commencing on the day the Exchange Offer is consummated (or such
shorter period during which participating broker-dealers are required by law to deliver
such prospectus) we will make available a prospectus meeting the requirements of the
Securities Act for use by broker-dealers in connection with any such resale.
Consequences of Not Exchanging Old Notes for
New Notes
If you are eligible to participate in the Exchange Offer and you do not tender your Old
Notes, you will not have any further registration or exchange rights and your Old Notes
will continue to be subject to transfer restrictions. These transfer restrictions and the
availability of New Notes could adversely affect the trading market for your Old Notes.
The Old Notes and the New Notes will not be fungible. To the extent that Old Notes are
tendered and accepted in the Exchange Offer, the trading market for any remaining Old
Notes may (and likely will) be adversely affected. See "Risk Factors--Risks Relating to
the Exchange Offer".
Use of Proceeds
We will not receive any cash proceeds from the Exchange Offer.
Exchange Agent and Information Agent
Global Bondholder Services Corporation is serving as the exchange agent and
information agent for the Exchange Offer for the Old Notes (the "exchange agent" or
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the "information agent").
No Recommendation
None of the AB InBev Group, the information agent, the exchange agent and the trustee
under our Indenture makes any recommendation in connection with the Exchange Offer
as to whether any holder of Old Notes should tender or refrain from tendering all or any
portion of the principal amount of that holder's Old Notes, and no one has been
authorized by any of them to make such a recommendation.
Risk Factors
For risks related to the Exchange Offer, please read the section entitled "Risk Factors"
beginning on page 11 of this prospectus. Additionally, see the sections entitled "Risk
Factors" in our 2016 Annual Report on Form 20-F for the fiscal year ended
31 December 2016 as well as factors contained or incorporated by reference into such
documents and in our subsequent filings with the SEC.
We may be required to amend or supplement this prospectus at any time to add, update or change the information contained in this
prospectus. You should read this prospectus and any amendment or supplement hereto, together with the documents incorporated by reference
herein and the additional information described under "Where You Can Find More Information."

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The New Notes
The following summary contains basic information about the New Notes. It does not contain all of the information that may be important
to you. For a more complete description of the terms of the New Notes, see "Description of the New Notes and Guarantees."

Issuer
Anheuser-Busch InBev Worldwide Inc.
Parent Guarantor
Anheuser-Busch InBev SA/NV
Subsidiary Guarantors
Anheuser-Busch Companies, LLC; Anheuser-Busch InBev Finance Inc.; Brandbev S.à
r.l.; Brandbrew S.A.; Cobrew NV
Securities Offered
$1,735,171,000 aggregate principal amount of 4.439% senior notes due 2048
Interest Rates; Interest Payment Dates; Maturity
Dates
The New Notes will have the same interest rates, maturity dates, optional redemption
prices and interest payment dates as the Old Notes for which they are being offered in
exchange.

The New Notes will mature on 6 October 2048.
Ranking of the New Notes
The New 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.
Optional Redemption of the New Notes
Prior to 6 April 2048 (six months prior to the maturity date of the New Notes) (the "Par
Call Date"), the New 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:

(i) 100% of the aggregate principal amount of the New Notes to be redeemed; and

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Document Outline

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