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Anheuser-Busch InBev to redeem outstanding 1.25 billion USD prior to maturity

Anheuser-Busch InBev Worldwide Inc. on Thursday announced that it has provided the holders of the 7.20% notes due 2014 notice of its intention to redeem the outstanding 1.25 billion USD principal amount of the Notes, effective 20 June 2011. The Notes were originally issued on 12 January 2009 under the Base Indenture dated 12 January 2009 and the First Supplemental Indenture of the same date between ABIWW and The Bank of New York Mellon, as trustee.

Such notes were exempt from registration under the Securities Act of 1933, as amended and were voluntarily exchanged by ABIWW for freely tradable notes registered under the Securities Act with otherwise substantially identical terms and conditions in a tender offer that closed on 14 March 2011. The Registered Notes are governed by the Base Indenture dated 16 October 2009 and the Sixteenth Supplemental Indenture dated 15 March 2011 between the ABIWW and the Trustee (“Sixteenth Supplemental Indenture”, the January Base Indenture, October Base Indenture, First Supplemental Indenture and the Sixteenth Supplemental Indenture, together the “Indentures”). The Notes will be redeemed in accordance with the terms and conditions of the Indentures and the Notes.

As a result of this transaction, non-recurring finance costs of approximately 180 million USD will be recognized during the second quarter of 2011 as the redemption price is expected to differ from the amortized cost of these Notes. Additionally, non-recurring finance costs will include an incremental accretion expense and a one-time mark-to-market adjustment of approximately 20 million USD as a portion of the interest rates swaps, hedging borrowings under these Notes, will no longer be effective.

24 May. 2011

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