Anheuser-Busch InBev SA/NV Completes Offer to Exchange New SEC-Registered Notes for USD-Denominated Debt Securities

December 16, 2016

S&C advised Anheuser-Busch InBev SA/NV in successfully completed offers to exchange up to $6,400,000,000 aggregate principal amount of new SEC-registered notes issued by a subsidiary of AB InBev, and guaranteed by AB InBev, for seven series of U.S. dollar denominated debt securities previously issued by SABMiller plc and certain of its subsidiaries. The exchange offer expired at midnight on December 13, by which time a total of $6,015,750,000 of old notes had been validly tendered for exchange. S&C advised on this exchange offer in tandem with a consent solicitation with regard to €1,000,000,000 of SABMiller's English-law governed bonds and an exchange offer with regard to A$700,000,000 of SABMiller's Australian-law governed bonds.

These concurrent liability management exercises were undertaken as part of a larger initiative to simplify AB InBev's global debt structure following the recent completion of its combination with SABMiller. The combination transaction was valued at approximately £79 billion, making it the largest-ever takeover of a British company and the third-largest acquisition in history. The combined entity has pro forma annual revenues of $55.5 billion, employs 200,000 people in 50 countries and produces approximately one in every four beers in the world.

The London-based S&C team was led by George White, along with John Horsfield-Bradbury, Joshua Bradley, Samuel Saunders, Jennifer Rainey Singh, Sarah Kitai and James Babikian, with valuable assistance provided by Sarah Wilson and Emily Deddens. Ronald Creamer, Eric Wang and Andrew Motten advised on tax matters, with valuable assistance provided by Slki Hong.