Anheuser-Busch InBev Worldwide Inc. Anheuser-Busch InBev SA/NV Anheuser-Busch InBev Finance Inc. Anheuser-Busch Companies, LLC Brandbrew S.A. Cobrew NV Brandbev S.à r.l. PRICING AGREEMENTPricing Agreement • April 3rd, 2020 • Anheuser-Busch InBev SA/NV • Malt beverages • Luxembourg
In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or alone. All statements, requests, notices and agreements hereunder shall be in writing and, if to the Underwriters shall be delivered or sent by telex, facsimile transmission, e-mail or in writing delivered by hand, or by telephone (to be promptly confirmed by telex or fax) to you as the Representatives to the address specified in the applicable Pricing Agreement; and if to the Issuer or the Guarantors shall be delivered or sent by telex, facsimile transmission, e-mail or in writing delivered by hand, or by telephone (to be promptly confirmed by telex or fax) to the address of the Issuer or the Guarantors, as the case may be, set forth in the applicable Pricing Agreement. Any such statements, requests, notices or agreements shall take effect up
ANHEUSER-BUSCH INBEV WORLDWIDE INC. and ANHEUSER-BUSCH INBEV SA/NV and the SUBSIDIARY GUARANTORS party hereto from time to time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee FOURTEENTH SUPPLEMENTAL INDENTURE Dated as of April 3, 2020Supplemental Indenture • April 3rd, 2020 • Anheuser-Busch InBev SA/NV • Malt beverages • New York
FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of April 3, 2020 (the "Fourteenth Supplemental Indenture"), among ANHEUSER-BUSCH INBEV WORLDWIDE INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), ANHEUSER-BUSCH INBEV SA/NV, a société anonyme duly organized and existing under the laws of the Kingdom of Belgium (the "Parent Guarantor"), ANHEUSER-BUSCH INBEV FINANCE INC., a corporation duly organized and existing under the laws of the State of Delaware, BRANDBEV S.À R.L., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand Duchy of Luxemburg and registered with the Luxembourg Register of Commerce and Companies under the number B 80.984, BRANDBREW S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, with its registered address at Zone Industrielle Breedewues No. 15, L-12
ANHEUSER-BUSCH INBEV WORLDWIDE INC. and ANHEUSER-BUSCH INBEV SA/NV and the SUBSIDIARY GUARANTORS party hereto from time to time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of April 3, 2020Thirteenth Supplemental Indenture • April 3rd, 2020 • Anheuser-Busch InBev SA/NV • Malt beverages • New York
THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of April 3, 2020 (the "Thirteenth Supplemental Indenture"), among ANHEUSER-BUSCH INBEV WORLDWIDE INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), ANHEUSER-BUSCH INBEV SA/NV, a société anonyme duly organized and existing under the laws of the Kingdom of Belgium (the "Parent Guarantor"), ANHEUSER-BUSCH INBEV FINANCE INC., a corporation duly organized and existing under the laws of the State of Delaware, BRANDBEV S.À R.L., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand Duchy of Luxemburg and registered with the Luxembourg Register of Commerce and Companies under the number B 80.984, BRANDBREW S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, with its registered address at Zone Industrielle Breedewues No. 15, L-12
CLIFFORD CHANCE LLP AVENUE LOUISE 65 BOX 2 1050 BRUSSELS BELGIUM TEL +32 2 533 5911 FAX +32 2 533 5959 www.cliffordchance.comOpinion Letter • April 3rd, 2020 • Anheuser-Busch InBev SA/NV • Malt beverages
We have acted as Belgian legal advisers to Anheuser-Busch InBev SA/NV in connection with the issuance of the Notes (as defined below) by the Issuer, guaranteed by certain affiliates of the Issuer, among which the Belgian Guarantors (as defined below) (the "Transaction").
ANHEUSER-BUSCH INBEV WORLDWIDE INC. and ANHEUSER-BUSCH INBEV SA/NV and the SUBSIDIARY GUARANTORS party hereto from time to time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee FIFTEENTH SUPPLEMENTAL INDENTURE Dated as of April 3, 2020Fifteenth Supplemental Indenture • April 3rd, 2020 • Anheuser-Busch InBev SA/NV • Malt beverages • New York
FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of April 3, 2020 (the "Fifteenth Supplemental Indenture"), among ANHEUSER-BUSCH INBEV WORLDWIDE INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), ANHEUSER-BUSCH INBEV SA/NV, a société anonyme duly organized and existing under the laws of the Kingdom of Belgium (the "Parent Guarantor"), ANHEUSER-BUSCH INBEV FINANCE INC., a corporation duly organized and existing under the laws of the State of Delaware, BRANDBEV S.À R.L., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand Duchy of Luxemburg and registered with the Luxembourg Register of Commerce and Companies under the number B 80.984, BRANDBREW S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, with its registered address at Zone Industrielle Breedewues No. 15, L-1259
A LIMITED LIABILITY PARTNERSHIP TELEPHONE: +44 (0)20-7959-8900 FACSIMILE: +44 (0)20-7959-8950 WWW.SULLCROM.COM One New Fetter Lane London EC4A 1AN, England _____________________ BRUSSELS • FRANKFURT • PARIS LOS ANGELES • NEW YORK • PALO ALTO •...Securities Registration Agreement • April 3rd, 2020 • Anheuser-Busch InBev SA/NV • Malt beverages
In connection with the registration under the Securities Act of 1933 (the "Act"), of (i) $1,750,000,000 aggregate principal amount of 3.500% Notes due 2030 (the "2030 Fixed Rate Notes"), $1,000,000,000 aggregate principal amount of 4.350% Notes due 2040 (the "2040 Fixed Rate Notes"), $2,250,000,000 aggregate principal amount of 4.500% Notes due 2050 (the "2050 Fixed Rate Notes") and $1,000,000,000 aggregate principal amount of 4.600% Notes due 2060 (the "2060 Fixed Rate Notes," and together with the 2030 Fixed Rate Notes, the 2040 Fixed Rate Notes, and the 2050 Fixed Rate Notes, the "Debt Securities") of Anheuser-Busch InBev Worldwide Inc., a Delaware corporation (the "Issuer"), issued pursuant to the Indenture, dated as of April 4, 2018, and as supplemented, with respect to the 2030 Fixed Rate Notes, by the Thirteenth Supplemental Indenture, dated as of April 3, 2020 (the "Thirteenth Supplemental Indenture"), with respect to the 2040 Fixed Rate Notes, by the Fourteenth Supplemental In
