July 2019 was a month Bryan Warner will never forget. At that time, he was Anheuser-Busch InBev’s global director, legal commercial and M&A, and had been working tirelessly to take Budweiser Brewing Company APAC public on the Stock Exchange of Hong Kong. But on July 12, the company decided not to proceed with what would have been the year’s largest initial public offering.
The suspended $9.8 billion IPO disappointed Warner and a core team of Anheuser-Busch InBev colleagues who had developed the transaction for many months. However, the setback was only temporary. On July 14, Warner flew to London for negotiations, and by July 19, AB InBev announced a deal to sell its Australian unit—at that time, part of its APAC footprint—for $11.3 billion. The strategic divestment accelerated AB InBev’s expansion into other fast-growing markets in the Asia-Pacific region.
“Australia already has a very mature beer profile, and our investors were looking for growth opportunities in places like Vietnam, India, China, and Southeast Asia,” Warner says. It also accelerated the expansion of Warner’s international career.
Warner first started with AB InBev in New York as global director, legal commercial and M&A, where he was leading securities and corporate governance matters and large transactions across developed and developing markets in Africa, Asia, and the Americas before relocating to Hong Kong in 2020. This followed a six-year stint at Cleary Gottlieb Steen & Hamilton. Warner was drawn to Cleary Gottlieb because of its international footprint and colleagues, and his practice—securities law and international and domestic M&A—laid the foundation for joining AB InBev in 2018.
After announcing the Australia divestiture, it took Warner and his colleagues merely two months to reconfigure their business plans and make a successful debut for Budweiser APAC on the Stock Exchange of Hong Kong on September 30, 2019. The company ultimately raised $5.75 billion, with an approximate enterprise value of $45 billion. Warner was working out of New York and Hong Kong at the time. In addition to shepherding regulatory approval of the transaction, he helped develop the governance and operational infrastructure required for Budweiser APAC to operate as a publicly listed company, where he now also acts as joint company secretary.
With the public company platform in place, Budweiser APAC is poised to become a growth leader in the beverage industry in the Asia-Pacific region. “Consumer goods growth over the next decade will come in Africa and Asia, so these have to be key focus areas for every global company. More than half the world’s population lives in Asia-Pacific, which means that we in Budweiser APAC have a great opportunity,” Warner says. By 2030, experts predict, 65 percent of the world’s middle class will live in China, India, Indonesia, Thailand, the Philippines, and the other countries that constitute the Asia-Pacific region.
As Budweiser APAC expands deeper into these markets, Warner and his colleagues have been establishing a framework of best practices and ways of working to ensure the highest standards of business integrity and ethics. The legal department at AB InBev operates global “communities of practice” where, for instance, colleagues at Ambev, its Brazilian listed subsidiary, could share ideas and strategies relevant to a legal problem at Budweiser APAC to avoid pitfalls and deliver better results.
“I enjoy speaking to my colleagues around the world to share experiences and solve problems, but I’ll usually learn something new about a person, their culture, or consider a new idea, and that’s most rewarding,” Warner explains.
On the back of its second anniversary as a public company, Budweiser APAC aspires to be a leader in environmental, social, and governance (ESG) practices through diversity and sustainable finance, leveraging its global scale and know-how. Earlier this year, Warner and his colleagues spearheaded a deal to secure a total of $500 million Sustainability-Linked Revolving Credit Facility, one of the largest of this kind among publicly listed consumer goods companies in Asia-Pacific. According to Warner, the deal showcases the company’s ability to capitalize on its achievements in sustainability while integrating ESG performance with financial metrics and attracting a broader investment base.
With more than twenty-five thousand employees across Asia, the makeup of the company’s teams generally reflects the diversity of its consumers, which the company sees as a competitive advantage. Warner explains that while there is more work to do regarding equity and inclusion, more than 60 percent of the legal and corporate affairs senior leadership team is female and the company has the most diverse board for a large corporation on the Stock Exchange of Hong Kong, with more than 40 percent female directors.
Promoting diversity outside work is also important to Warner. As a son of a Jamaican immigrant and a first-generation American, Warner has an appreciation of differing perspectives, experiences, and values. It has been “integral to my upbringing and drives my curiosity,” he says. Warner is also a founding member of the group 1844, named for the year Macon Bolling Allen became the first Black person to be licensed as a lawyer in the United States. It’s composed of Black male lawyers who have gone on to prestigious roles like senior in-house counsel or partners in well-known law firms. For Warner, diversity, equity, and inclusion is more than a value proposition: it is a core value.
Warner explains that 1844 “has been integral to my career from a peer mentor perspective and continues to be useful as each of us progresses up the corporate ladder.” Warner lives in Hong Kong with his wife, Sandra Irby, also a lawyer; they share personal and professional challenges, balancing full-time work and raising three small children together. For several years, Warner was on the board of the Opportunity Agenda, a social justice communication lab that works to leverage the power of communication and collaboration to drive lasting change.
“I’ve always known I wanted an international career, so at every step, I’ve sought out experiences and environments that differ from my own, which I hope has made me a more thoughtful person,” Warner says. “I know it’s made me better at my job. Bringing my family along with me during my journey affords me the opportunity to keep these values in practice daily.”
Sullivan & Cromwell:
“We have worked with Bryan on many complicated projects, and he is one of the best corporate counsel we know. Smart, dedicated, and great commercial sense.”
–John Horsfield-Bradbury & Garth Bray, Partners