Anheuser-Busch InBev nv/sa Brouwerijplein 1 |  | |
3000 Leuven Belgium
T +32 16 27 61 11 F +32 16 50 61 11
www.ab-inbev.com |
Mr. John Reynolds,
Assistant Director,
Securities and Exchange Commission,
Division of Corporation Finance,
100 F Street, N.E.,
Washington, D.C. 20549.
February 9, 2011
| Re: | Anheuser-Busch InBev SA/NV Registration Statement on Form F-4 |
| as amended February 9, 2011 (File No. 333-169893) |
Dear Mr. Reynolds:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Anheuser-Busch InBev SA/NV (“AB InBev”), hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-4, File No. 333-169893 relating to the registration by AB InBev of its guaranteed U.S.$1,250,000,000 principal amount of 7.20% Notes due 2014, U.S.$2,500,000,000 principal amount of 7.75% Notes due 2019, U.S.$1,250,000,000 principal amount of 8.20% Notes due 2039, U.S.$1,550,000,000 principal amount of 5.375% Notes due 2014, U.S.$1,000,000,000 principal amount of 6.875% Notes due 2019 and $450,000,000 principal amount of 8.000% Notes due 2039 (the “Exchange Notes”), which are being offered to existing noteholders in exchange for substantially identical notes originally sold by AB in exempt offerings in January 2009 and May 2009 (the “Outstanding Notes”) be accelerated so that it will be declared effective at 12 p.m. Eastern Standard Time on February 11, 2011, or as soon as possible thereafter (the “Effective Time”).
There are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.
| Mr. John Reynolds |  |
AB InBev hereby acknowledges its responsibilities under the Securities Act of 1933, as amended as they relate to the above-referenced Registration Statement. In addition, AB InBev hereby acknowledges that:
| (1) | should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| (2) | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve AB InBev from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| (3) | AB InBev may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
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| Mr. John Reynolds | |
Please contact George H. White of Sullivan & Cromwell LLP at +44 20 7959 8900 with any questions you may have. In addition, please notify Mr. White when this request for acceleration has been granted.
| Very truly yours, |
/s/ Benoit Loore |
| Benoit Loore |
| V.P. Legal |
| Anheuser-Busch InBev |
| SA/NV |
| cc: | Damon Colbert |
| David Link |
| (Securities and Exchange Commission) |
| Sabine Chalmers |
| Benoit Loore |
| Ann Randon |
| Alena Brenner |
| (Anheuser-Busch InBev SA/NV) |
| Jos Briers |
| (KPMG) |
| Jennifer Harper |
| (PricewaterhouseCoopers) |
| George H. White |
| John Horsfield-Bradbury |
| (Sullivan & Cromwell LLP) |
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