6-K - BUD - Equibles

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

April 2, 2020

Commission File No.: 001-37911

Anheuser-Busch InBev SA/NV

(Translation of registrant’s name into English)

Belgium

(Jurisdiction of Incorporation)

Brouwerijplein 1

3000Leuven, Belgium

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-223774) AND EACH OF THE REGISTRATION STATEMENTS ON FORM S-8 (FILE NO. 333-237367), FORM S-8 (FILE NO. 333-231556), FORM S-8 (FILE NO. 333-227335), FORM S-8 (FILE NO. 333-172069), FORM S-8 (FILE NO. 333-171231), FORM S-8 (FILE NO. 333-169272), FORM S-8 (FILE NO. 333-165566), FORM S-8 (FILE NO. 333-165065), FORM S-8 (FILE NO. 333-178664), FORM S-8 (FILE NO. 333-188517), FORM S-8 (FILE NO. 333-192806), FORM S-8 (FILE NO. 333-201386), FORM S-8 (FILE NO. 333-208634) AND FORM S-8 (FILE NO. 333-221808) OF ANHEUSER-BUSCH INBEV SA/NV AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXHIBIT INDEX

Exhibit<br><br><br>Number	Description
99.1	Press release issued 2 April 2020 regarding pricing of USD Notes.
99.2	Press release issued 30 March 2020 regarding pricing of notes issued under AB InBev’s Euro Medium Term Notes Programme.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ANHEUSER-BUSCH INBEV SA/NV <br>(Registrant)
Dated: April 2, 2020	By:	/s/ Jan<br>Vandermeersch
		Name: Jan Vandermeersch <br>Title: Global Legal Director Corporate

EX-99.1

Exhibit 99.1

Press Release<br><br><br>Brussels / 2 April 2020 / 1:15am CET

Anheuser-Busch InBev Announces

Pricing of USD 6 Billion Notes

Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH) today announced that its subsidiary Anheuser-Busch InBev Worldwide Inc. (“ABIWW” or the “Issuer”) completed the pricing of USD 6,000,000,000 aggregate principal amount of bonds.

The issuance is expected to close on 3 April 2020 subject to customary closing conditions. The bonds comprise the following series:

Title of Series of Notes (collectively,the“Notes”)	AggregatePrincipal AmountSold
3.500% Notes due 2030	1,750,000,000	June 1, 2030	99.790	%	3.500	%
4.350% Notes due 2040	1,000,000,000	June 1, 2040	99.937	%	4.350	%
4.500% Notes due 2050	2,250,000,000	June 1, 2050	99.924	%	4.500	%
4.600% Notes due 2060	1,000,000,000	June 1, 2060	99.916	%	4.600	%

All values are in US Dollars.

The notes will be issued by ABIWW and will be fully and unconditionally guaranteed by AB InBev, Brandbrew S.A., Brandbev S.à r.l., Cobrew NV, Anheuser-Busch InBev Finance Inc. and Anheuser-Busch Companies, LLC. The 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.

The notes are denominated in U.S. dollars, and both principal and interest will be paid in U.S. dollars as further described in the preliminary prospectus supplement dated 1 April 2020 filed with the U.S. Securities and Exchange Commission (the “SEC”) and available on www.sec.gov.

The net proceeds of the offering will be used for general corporate purposes. The notes were offered as a registered offering under AB InBev’s shelf registration statement filed on Form F-3 with the SEC on 19 March 2018.

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Press Release<br><br><br>Brussels / 2 April 2020 / 1:15am CET
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The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Any offer of securities will be made by means of the prospectus supplement and accompanying prospectus relating to the offering. Copies of the prospectus and prospectus supplement, and any other documents the Issuer has filed with the SEC containing more complete information about the Issuer and this offering may be obtained, free of charge, by visiting Anheuser-Busch InBev SA/NV on the SEC web site at www.sec.gov, or by requesting copies from Anheuser-Busch InBev SA/NV in writing or by telephone. Alternatively, a copy of the prospectus relating to the offering may be obtained by contacting Barclays Capital Inc., c/o Broadridge Financial Solutions 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-888-603-5847 or by email at barclaysprospectus@broadridge.com; or by contacting BNP Paribas Securities Corp., 787 Seventh Avenue, New York, NY 10019 or by telephone at 212-841-2871 or by email at new.york.syndicate@bnpparibas.com; or by contacting BofA Securities, Inc., 200 North College Street, 3^rd^ Floor, Charlotte, NC 28255 or by telephone at 1-800-294-1322, or by email at dg.prospectus_requests@bofa.com; or by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at (800) 831-9146 or by email at prospectus@citi.com; or by contacting Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005 or by telephone at (800) 503-4611 or by email at prospectus.CPDG@db.com; or by contacting J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York, 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor or by telephone at 1-212-834-4533.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

English, Dutch and French versions of this press release will be available on www.ab-inbev.com.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to andshould not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (the “UK”). For these purposes, a“retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MiFID II”); or (ii) acustomer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014, asamended (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes orotherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

The distribution ofthis announcement and other information in connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other

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Press Release<br><br><br>Brussels / 2 April 2020 / 1:15am CET
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information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securitieslaws of any such jurisdiction.

ANHEUSER-BUSCH INBEV CONTACTS

Fixed Income Investors

Daniel Strothe
Tel: +1-646-746-9667
E-mail: daniel.strothe@ab-inbev.com
Investors	Media
Lauren Abbott	Pablo Jimenez
Tel: +1 212 573 9287	Tel: +1 212 284 0158
E-mail: lauren.abbott@ab-inbev.com	E-mail: pablo.jimenez@ab-inbev.com
Mariya Glukhova	Ingvild Van Lysebetten
Tel: +32 16 276 888	Tel: +32 16 276 823
E-mail: mariya.glukhova@ab-inbev.com	E-mail: ingvild.vanlysebetten@ab-inbev.com
Jency John	Fallon Buckelew
Tel: +1 646 746 9673	Tel: +1 310 592 6319
E-mail: jency.john@ab-inbev.com	E-mail: fallon.buckelew@ab-inbev.com

Legal Disclaimer

This release contains “forward-looking statements”. These statements are based on the current expectations and views of future events and developments of the management of AB InBev and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this release include statements other than historical facts and include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates”, “likely”, “foresees”, “preparing” and words of similar import. All statements other than statements of historical facts are forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect the current views of the management of AB InBev, are subject to numerous risks and uncertainties about AB InBev and are dependent on many factors, some of which are outside of AB InBev’s control. There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially different, including, but not limited to, the effects of the COVID-19 pandemic and uncertainties about its impact and duration and the risks and uncertainties relating to AB InBev described under Item 3.D of AB InBev’s Annual Report on Form 20-F (“Form 20-F”) filed with the US Securities and Exchange Commission (“SEC”) on 24 March 2020. Many of these risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

The forward-looking statements should be read in conjunction with the other cautionary statements that are included elsewhere, including AB InBev’s most recent Form 20-F and other reports furnished on Form 6-K, and any other documents that AB InBev has made public. Any forward-looking statements made in this communication are qualified in their entirety by these cautionary statements and there can be no assurance that the actual results or developments anticipated by AB InBev will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, AB InBev or its business or operations. Except as required by law, AB InBev undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Anheuser-Busch InBev

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Exchange (NYSE: BUD). Our Dream is to bring people together for a better world. Beer, the original social network, has been bringing people together for thousands of years. We are committed to building great brands that stand the test of time and to brewing the best beers using the finest natural ingredients. Our diverse portfolio of well over 500 beer brands includes global brands Budweiser^®^, Corona^®^ and Stella Artois^®^; multi-country brands Beck’s^®^, Hoegaarden^®^, Leffe^®^ and Michelob Ultra^®^; and local champions such as Aguila^®^, Antarctica^®^, Bud Light^®^, Brahma^®^, Cass^®^, Castle^®^, Castle Lite^®^, Cristal^®^, Harbin^®^, Jupiler^®^, Modelo Especial^®^, Quilmes^®^, Victoria^®^, Sedrin^®^, and Skol^®^. Our brewing heritage dates back more than 600 years, spanning continents and generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to developed and developing markets, we leverage the collective strengths of approximately 170,000 employees based in nearly 50 countries worldwide. For 2019, AB InBev’s reported revenue was 52.3 billion USD (excluding JVs and associates).

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EX-99.2

Exhibit 99.2

Press Release<br><br><br>Brussels / 30 March 2020 / 20.00 CET

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

Access to this press release is granted on the condition that you have read, understood and accepted the following terms.

Access to this press release in member states of the European Economic Area (the “EEA”) and in the United Kingdom (the “UK”) isrestricted to at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). In addition, in the United Kingdom, access to this press release is restricted to“qualified investors” who are (a) persons who have professional experience in matters relating to investments falling within Article 19(1) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the“Order”) or (b) high net worth entities falling within Article 49(1) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Thisannouncement must not be acted on or relied on (i) in the UK, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the UK, by persons who are not qualified investors. Any investment or investment activity towhich this announcement relates is available only to relevant persons in the UK and qualified investors in any member state of the EEA other than the UK. Each recipient also represents and agrees that it has complied and will comply with allapplicable provisions of the Financial Services Markets Act 2000, as amended, with respect to anything done by it in relation to any Notes in, from or otherwise involving the UK. The Notes are not being offered to the public in the UK or in the EEA.

Anheuser-Busch InBev Announces Pricing of EUR 4.5 Billion Notes

Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH) today announced that it has completed the pricing of EUR 4.5 billion aggregate principal amount of notes (the “Notes”). The Notes will be issued on 2 April 2020. The Notes comprise the following series:

Title of Securities	7.75-year 2.125% Notes due 2027	12-year 2.875% Notes due 2032	20-year 3.700% Notes due 2040
Aggregate principal amount	EUR 1,000,000,000	EUR 1,750,000,000	EUR 1,750,000,000
Maturity date	2 December 2027	2 April 2032	2 April 2040
Interest payment dates	Annually on 2 December of each year, with short first coupon payable on 2 December 2020	Annually on 2 April of each year, with first coupon payable on 2 April 2021	Annually on 2 April of each year, with first coupon payable on 2 April 2021
Interest Rate	2.125%	2.875%	3.700%
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Press Release<br><br><br>Brussels / 30 March 2020 / 20.00 CET
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The Notes will be issued by Anheuser-Busch InBev SA/NV (the “Issuer”) and will be fully, unconditionally and irrevocably guaranteed by Anheuser-Busch Companies, LLC, Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV. The 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.

The proceeds of the Notes will be used for general corporate purposes. The Notes will be issued by Anheuser-Busch InBev SA/NV under its Euro Medium Term Note programme base prospectus published on 13 December 2019, as supplemented by the supplement dated 24 March 2020.

It is expected that the Notes will be listed in due course on the regulated market of the London Stock Exchange.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and shouldnot be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (the “UK”). For these purposes, a“retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MiFIDII”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. No keyinformation document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK hasbeen prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

MiFID II product governance/Professional investors and ECPs only target market – Solely for the purposes of eachmanufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined inMiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a“distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect ofthe Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

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The Notes and the guarantees (together, the “Securities”) have not been andwill not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or any relevant securities laws of any state or other jurisdiction and may not be offered or sold in the United Statesabsent registration or an exemption from the registration requirements of the Securities Act. Accordingly, the Securities are being offered only outside the US to non-US persons in reliance on Regulation Sunder the Securities Act. There will be no public offer of the Securities in the United States.

This press release does not constitute an offer tosell or the solicitation of an offer to buy debt securities in the US or any other jurisdiction.

The distribution of this announcement and otherinformation in connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is anadvertisement and is not a prospectus for the purposes of the Prospectus Regulation. The Base Prospectus is available at http://www.rns-pdf.londonstockexchange.com/rns/8790W_1-2019-12-13.pdf and the EMTN supplement is available at https://www.rns-pdf.londonstockexchange.com/rns/4067H_1-2020-3-24.pdf. The Final Terms, when published, will be available athttps://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

English, Dutch and French versions of this press release will be available on www.ab-inbev.com.

ANHEUSER-BUSCH INBEV CONTACTS

Fixed Income Investors

Daniel Strothe

Tel: +1-646-746-9667

E-mail: daniel.strothe@ab-inbev.com

Investors	Media
Lauren Abbott	Pablo Jimenez
Tel: +1 212 573 9287	Tel: +1 212 284 0158
E-mail:<br>lauren.abbott@ab-inbev.com	E-mail:<br>pablo.jimenez@ab-inbev.com
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Press Release<br><br><br>Brussels / 30 March 2020 / 20.00 CET
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Mariya Glukhova	Ingvild Van Lysebetten
---	---
Tel: +32 16 276 888	Tel: +32 16 276 823
E-mail:<br>mariya.glukhova@ab-inbev.com	E-mail:<br>ingvild.vanlysebetten@ab-inbev.com
Jency John	Fallon Buckelew
Tel: +1 646 746 9673	Tel: +1 310 592 6319
E-mail:<br>jency.john@ab-inbev.com	E-mail:<br>fallon.buckelew@ab-inbev.com

About Anheuser-Busch InBev

Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings on the Mexico (MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New York Stock Exchange (NYSE: BUD). Our Dream is to bring people together for a better world. Beer, the original social network, has been bringing people together for thousands of years. We are committed to building great brands that stand the test of time and to brewing the best beers using the finest natural ingredients. Our diverse portfolio of well over 500 beer brands includes global brands Budweiser^®^, Corona^®^ and Stella Artois^®^; multi-country brands Beck’s^®^, Hoegaarden^®^, Leffe^®^ and Michelob Ultra^®^; and local champions such as Aguila^®^, Antarctica^®^, Bud Light^®^, Brahma^®^, Cass^®^, Castle^®^, Castle Lite^®^, Cristal^®^, Harbin^®^, Jupiler^®^, Modelo Especial^®^, Quilmes^®^, Victoria^®^, Sedrin^®^, and Skol^®^. Our brewing heritage dates back more than 600 years, spanning continents and generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to developed and developing markets, we leverage the collective strengths of approximately 170,000 employees based in nearly 50 countries worldwide. For 2019, AB InBev’s reported revenue was 52.3 billion USD (excluding JVs and associates).

Legal Disclaimer

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