Pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended, this Amendment No. 11 amends the Schedule 13D dated August 22, 1995, as previously amended to the date hereof. Unless indicated otherwise, all items left blank remain unchanged and any items that are reported are deemed to amend and supplement, rather than supersede, the existing items in the Schedule 13D (as previously amended).
Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Anheuser-Busch, LLC (“AB”), as successor in interest to Anheuser-Busch, Incorporated, and a subsidiary of Anheuser-Busch Companies, LLC (“ABC”), and Craft Brew Alliance, Inc., formerly known as Craft Brewers Alliance, Inc. (“CBA”), are parties to that certain Amended and Restated Exchange and Recapitalization Agreement, dated as of May 1, 2011 (the “Amended and Restated Exchange and Recapitalization Agreement”), and that certain Amended and Restated Master Distributor Agreement (the “Amended and Restated Master Distributor Agreement”), dated as of May 1, 2011, certain terms of which are described in Amendment No. 10 to the ABC Schedule 13D dated August 22, 1995.
On August 23, 2016, AB and CBA entered into Amendment No. 1 to the Amended and Restated Exchange and Recapitalization Agreement and Amendment No. 3 to the Amended and Restated Master Distributor Agreement, to adjust certain commercial terms between the parties. In addition, CBA and certain affiliates of AB concurrently entered into a Contract Brewing Agreement, dated as of August 23, 2016, providing for the brewing, bottling and packaging by an affiliate of AB of certain CBA products within the United States and an International Distribution Agreement, dated as of August 23, 2016, providing for the international distribution by affiliates of AB of certain CBA products. A copy of each of these amendments and agreements is filed as an exhibit hereto.
From time to time ABC evaluates its investment in and arrangements with CBA. As a result, ABC may develop proposals or plans relating to CBA or its arrangements with CBA. These proposals or plans may involve amendments to the agreements between ABC and its affiliates and CBA; agreements between CBA and third parties; investments, acquisitions or divestitures by CBA; changes in the operations or management of CBA; sales or purchases of the securities of CBA; merger, reorganization, liquidation, consolidation or other change of control transactions involving CBA; and other changes in CBA’s business or corporate structure.
Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit 99.1
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Amendment No. 1, dated as of August 23, 2016, to that certain Amended and Restated Exchange and Recapitalization Agreement, dated as of May 1, 2011, between AB, as successor in interest to Anheuser-Busch, Incorporated, and CBA, formerly known as Craft Brewers Alliance, Inc. (incorporated by reference to Exhibit 10.4 to CBA’s Current Report on Form 8-K filed on August 24, 2016).
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Exhibit 99.2
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Amendment No. 3, dated as of August 23, 2016, to that certain Amended and Restated Master Distributor Agreement, dated as of May 1, 2011, between AB, as successor in interest to Anheuser-Busch, Incorporated, and CBA, formerly known as Craft Brewers Alliance, Inc. (incorporated by reference to Exhibit 10.3 to CBA’s Current Report on Form 8-K filed on August 24, 2016).
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Exhibit 99.3
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Contract Brewing Agreement, dated as of August 23, 2016, between A-B Commercial Strategies, LLC and CBA (incorporated by reference to Exhibit 10.1 to CBA’s Current Report on Form 8-K filed on August 24, 2016).*
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Exhibit 99.4
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International Distribution Agreement, dated as of August 23, 2016, between Anheuser-Busch Worldwide Investments, LLC and CBA (incorporated by reference to Exhibit 10.2 to CBA’s Current Report on Form 8-K filed on August 24, 2016).*
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* Application has been made by CBA to the Securities and Exchange Commission for confidential treatment of certain portions of this exhibit. Omitted material for which confidential treatment has been requested has been separately filed by CBA with the Securities and Exchange Commission.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 24, 2016
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ANHEUSER-BUSCH COMPANIES, LLC
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By:
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/s/ Thomas Larson
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Name: Thomas Larson
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Title: Secretary
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Exhibit Index
Exhibit 99.1
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Amendment No. 1, dated as of August 23, 2016, to that certain Amended and Restated Exchange and Recapitalization Agreement, dated as of May 1, 2011, between AB, as successor in interest to Anheuser-Busch, Incorporated, and CBA, formerly known as Craft Brewers Alliance, Inc. (incorporated by reference to Exhibit 10.4 to CBA’s Current Report on Form 8-K filed on August 24, 2016).
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Exhibit 99.2
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Amendment No. 3, dated as of August 23, 2016, to that certain Amended and Restated Master Distributor Agreement, dated as of May 1, 2011, between AB, as successor in interest to Anheuser-Busch, Incorporated, and CBA, formerly known as Craft Brewers Alliance, Inc. (incorporated by reference to Exhibit 10.3 to CBA’s Current Report on Form 8-K filed on August 24, 2016).
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Exhibit 99.3
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Contract Brewing Agreement, dated as of August 23, 2016, between A-B Commercial Strategies, LLC and CBA (incorporated by reference to Exhibit 10.1 to CBA’s Current Report on Form 8-K filed on August 24, 2016).*
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Exhibit 99.4
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International Distribution Agreement, dated as of August 23, 2016, between Anheuser-Busch Worldwide Investments, LLC and CBA (incorporated by reference to Exhibit 10.2 to CBA’s Current Report on Form 8-K filed on August 24, 2016).*
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* Application has been made by CBA to the Securities and Exchange Commission for confidential treatment of certain portions of this exhibit. Omitted material for which confidential treatment has been requested has been separately filed by CBA with the Securities and Exchange Commission.