(a) The offers with respect to the 3.650% Notes due 2026 issued by ABC and ABIWW, the 3.650% Notes due 2026
issued by ABC and ABIWW (144A / Reg S) and the 2.700% Notes due 2026 issued by AB InBev (collectively, the Pool 1 Notes) are subject to the Pool 1 Offer Cap of $1,200,000,000, representing the maximum aggregate
purchase price payable, excluding accrued and unpaid interest, in respect of the Pool 1 Notes that may be purchased (the Pool 1 Tender Offers) and subject to the Aggregate Offer Cap (as defined below) not being exceeded. The
offers with respect to the 3.750% Notes due 2042 issued by ABIWW, the 2.850% Notes due 2037 issued by AB InBev, the 4.000% Notes due 2043 issued by ABIFI, the 4.600% Notes due 2060 and the 4.500% Notes due 2050 issued by ABIWW, the 4.600% Notes due
2048, the 4.750% Notes due 2058 and the 4.350% Notes due 2040 issued by ABIWW, the 4.625% Notes due 2044 issued by ABIFI, the 2.000% Notes due 2035 issued by AB InBev, the 4.375% Notes due 2038 issued by ABIWW, the 4.900% Notes due 2046 issued by
ABC and ABIWW, the 4.900% Notes due 2046 issued by ABC and ABIWW (144A / Reg S), the 4.900% Notes due 2046 issued by ABIFI, the 1.650% Notes due 2031 and the 2.250% Notes due 2029 issued by AB InBev and the 3.500% Notes due 2030 issued by ABIWW
(collectively, the Pool 2 Notes, and together with the Pool 1 Notes, the Notes) are subject to the Pool 2 Offer Cap (and together with the Pool 1 Offer Cap, the Pool Offer
Caps) of $3,000,000,000 less the aggregate purchase price (excluding accrued and unpaid interest) payable for the Pool 1 Notes validly tendered and accepted for purchase in the Pool 1 Tender Offers, representing the maximum aggregate
purchase price payable, excluding accrued and unpaid interest, in respect of the Pool 2 Notes that may be purchased (the Pool 2 Tender Offers, and together with the Pool 1 Tender Offers, the Tender Offers). The Tender
Offers are subject to an Aggregate Offer Cap equal to an aggregate purchase price (excluding accrued and unpaid interest) of up to $3,000,000,000, subject to the terms and conditions described in the Offer to Purchase.
(b) We will accept Notes in each of the Tender Offers in the order of their respective Acceptance Priority Level specified in the table above (each, an
Acceptance Priority Level, with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level in the case of the Pool 1 Tender Offers, and 1 being the highest
Acceptance Priority Level and 16 being the lowest Acceptance Priority Level in the case of the Pool 2 Tender Offers), subject to the terms and conditions described in the Offer to Purchase.
(c) The GBP Notes and the EUR Notes are fully and unconditionally guaranteed by ABC, ABIFI, ABIWW, Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV (the
Guarantors). The USD Notes are fully and unconditionally guaranteed by AB InBev and certain of its direct and indirect subsidiaries.
(d) The $3,491,141,000 aggregate outstanding principal amount of 3.650% Notes due 2026 issued by ABIWW and ABC consists of (i) $3,335,820,000 outstanding
principal amount of 3.650% Notes due 2026 issued by ABIWW and ABC (US03522AAG58/03522AAG5) and (ii) $155,321,000 outstanding principal amount of 3.650% Notes due 2026 issued by ABIWW and ABC (144A: US03522AAD28/03522AAD2 & Reg S:
USU00323AD40/U00323AD4).
(e) The $9,542,514,000 aggregate outstanding principal amount of 4.900% Notes due 2046 issued by ABIWW and ABC consists of (i)
$9,518,964,000 outstanding principal amount of 4.900% Notes due 2046 issued by ABIWW and ABC (US03522AAJ97/ 03522AAJ9) and (ii) $23,550,000 outstanding principal amount of 4.900% Notes due 2046 issued by ABIWW and ABC (144A: US03522AAF75/ 03522AAF7
& Reg S: USU00323AF97/ U00323AF9).
The pricing of the Total Consideration for each series of Notes is expected to occur at or about 9:30 a.m., New
York City time (2:30 p.m., London time), on Wednesday, 15 November 2023 (the Price Determination Time). The Companies will announce, amongst other things, how many Notes of each series will be accepted for purchase, according
to the Acceptance Priority Levels and the applicable Pool Offer Cap, promptly following the Price Determination Time.
The Tender Offers are subject to
the satisfaction of certain conditions, as set forth in the Offer to Purchase.
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Press release 15 November 2023 4 |