Compañía Cervecerías Unidas S A : Schedule 14D (only available in english)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

COMPAÑÍA CERVECERÍAS UNIDAS S.A. (UNITED BREWERIES

COMPANY, INC.)

(Name of Subject Company)

COMPAÑÍA CERVECERÍAS UNIDAS S.A. (UNITED BREWERIES

COMPANY, INC.)

(Name of Person(s) Filing Statement)

American Depositary Shares (ADS) each representing

2 shares of Common Stock, no par value

(Title of Class of Securities)

204429104

(CUSIP Number of Class of Securities)

Common Stock, no par value

(Title of Class of Securities)

[N/A]

(CUSIP Number of Class of Securities)

Felipe Dubernet

Vitacura 2670, Twenty-Third Floor

Santiago, Chile

(562-24273536)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing

Statement)

With copies to:

Marcelo Mottesi, Esq.

Milbank LLP

55 Hudson Yards

New York, New York 10001

• 1. 530-5602
• Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

ITEM 1. SUBJECT COMPANY INFORMATION.

1. The name of the subject company is Compañía Cervecerías Unidas S.A. (United Breweries Company, Inc.) (the "Company" or "CCU"), an open stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile. The address and telephone number of the principal executive offices of the Company are Vitacura 2670, Twenty-Third Floor, Santiago, Chile and (56-2)2427-3000.
2. The title of the class of equity securities to which this Statement relates is the Company's shares of common stock, without par value (the "Shares") and the American Depositary Shares of the Company (the "ADSs") each representing two Shares. As of December 31, 2020, there were 369,502,872 issued and outstanding Shares of the Company, including, as of March 31, 2021, 76,248,975 Shares underlying ADSs. The Shares are quoted on the Santiago Stock Exchange and the Chile Electronic Stock Exchange under the symbol "CCU", and the ADSs are quoted on the New York Stock Exchange under the symbol "CCU".

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

The name, business address and business telephone number of the Company, which is the subject company and the entity filing this Statement, are set forth in Item 1(a) above and are incorporated herein by reference. The Company's investor website address is www.ccuinvestor.com. The information on the Company's website should not be considered part of this Statement.

This statement relates to the offer (the "Offer") by Inversiones y Rentas S.A. (the "Purchaser" or "IRSA"), to purchase an aggregate amount of up to 16,390,172 Shares which the Purchaser does not currently own, from all holders thereof, wherever located, and whether they currently hold such Shares in the form of Shares or ADSs (each representing two Shares), at a purchase price of Ch$6,800 per Share in cash (the "Offer Price"), equivalent to Ch$13,600 per ADS, without any interest, payable in Chilean pesos, provided that, with respect to Shares represented by ADSs tendered to the ADS tender agent for the Offer, the Purchaser will instruct its U.S. settlement agent to coordinate with the FX agent for the Offer for the U.S. dollar conversion of the Offer Price, so that such holders of Shares represented by ADSs tendered to the ADS tender agent that are accepted for payment pursuant to the Offer will receive payment in U.S. dollars, at the exchange rate described in the Offer to Purchase (as defined below), and less ADS cancellation fees charged by the ADS depositary and applicable withholding taxes, as further described in the Offer to Purchase. The Offer will be subject to customary conditions, and compliance with applicable U.S. and Chilean regulations. The Offer is on the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase, dated May 19, 2021, including any amendments or supplements thereto (the "Offer to Purchase"), and in the related Form of Chilean Share Acceptance, Form of U.S. Share Acceptance, and ADS Letter of Transmittal. References herein to "Ch$" and "ThCh$" refer to Chilean pesos and thousands of Chilean pesos, respectively.

The Offer is disclosed in a Tender Offer Statement on Schedule TO dated May 19, 2021 (the "Schedule TO"), filed by the Purchaser with the Securities and Exchange Commission (the "SEC"). The Purchaser's Offer to Purchase, filed as Exhibit (a)(1)(A) to the Schedule TO, and the related Form of Chilean Share Acceptance, Form of U.S. Share Acceptance, ADS Letter of Transmittal and English translation of the Aviso de Inicio (Commencement Notice), which are filed as Exhibits (a)(1)(B), (a)(1)(C), (a)(1)(D) and (a)(1)(I), respectively, to the Schedule TO, are incorporated herein by reference.

The Schedule TO states that the address of the principal executive offices of the Purchaser is Enrique Foster Sur 20, 14th Floor, Santiago, Chile and the Purchaser's telephone number at that address is +(56 2) 2750-7100.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Except as described or referred to in this statement, to the Company's knowledge, there exists on the date this statement was filed with the SEC no material agreement, arrangement or understanding and no actual or potential conflict of interest between the Company and its affiliates and (a) the Company, its senior management, directors or affiliates or (2) the Purchaser or its executive officers, directors or affiliates.

General

The Purchaser is a Chilean closely held corporation (sociedad anónima cerrada) organized and existing under the laws of the Republic of Chile. Each of Quiñenco S.A. ("Quiñenco") and Heineken Chile Limitada hold beneficial ownership of 50.0% of the Purchaser's shares. As of the date hereof, the Purchaser beneficially owns 227,481,716 Shares, representing approximately 61.56% of the Company's issued and outstanding Shares, directly or indirectly through its subsidiary Inversiones IRSA Limitada.

As a result of the Purchaser's current aggregate beneficial ownership of approximately 61.56% of the issued and outstanding Shares, and its influence in the election of the directors of the Company, the Purchaser may be deemed to exert substantial influence over the Company. Seven of the nine members of the Company's Board of Directors elected during the Company's annual shareholders' meeting which took place on April 14, 2021 were elected by the vote of the Purchaser, and the Purchaser also voted in favor of electing the other two members of the Company's Board of Directors who are independent under the rules of the Securities Exchange Act of 1934, as amended, the Sarbanes Oxley Act of 2002 and the corporate governance rules of the New York Stock Exchange.

Below is a list of the Company's directors who may be deemed to be affiliated with the Purchaser or its affiliates:

Andrónico Luksic Craig was appointed chairman of the board of Compañía Cervecerías Unidas S.A. in April 2013 and he has served as a director since November 1986. He is currently a member of the board of directors of Cervecera CCU Chile Limitada ("CCCL"), Embotelladoras Chilenas Unidas S.A., Compañía Cervercerías Unidas Argentina S.A., Central Cervecera de Colombia S.A.S. and Zona Franca Central Cervecera S.A.S. He is currently chairman of the boards of Quiñenco and LQ Inversiones Financieras S.A., vice-chairman of the boards of Banco de Chile and Compañía Sud Americana de Vapores S.A., as well as a member of the board of directors of several other companies and institutions. In addition, Mr. Luksic is Trustee Emeritus of Babson College, a member of the Harvard Global Advisory Council, the Columbia Global Leadership Council, the International Advisory Board of the Blavatnik School of Government at Oxford University, the International Advisory Boards of both the Tsinghua University School of Economics and Management and the Fudan University School of Management, and the Americas Executive Board of the MIT Sloan School of Management. Quiñenco, the owner of 50% of the equity interests of the Purchaser, is a holding company of the Luksic Group (as defined below), which is controlled by the Luksic family. Mr. Andrónico Luksic is a member of the Luksic family.

Francisco Pérez Mackenna has served as director of Compañía Cervecerías Unidas S.A. since July 1998 and previously, between 1991 and 1998, he held the position of chief executive officer of the Company. In 1998 he was appointed chief executive officer of Quiñenco, a position he holds to date. He is a member of the board of several companies, including CCCL, Embotelladoras Chilenas Unidas S.A., Viña San Pedro Tarapacá S.A., Compañía Cervercerías Unidas Argentina S.A., Compañía Pisquera de Chile S.A., Banco de Chile, Banchile Corredores de Seguros S.A., LQ Inversiones Financieras S.A., Sociedad Matriz SAAM S.A., Nexans, Hapag Lloyd and Invexans Limited. He is also chairman of the board of Compañía Sud Americana de Vapores S.A., Empresa Nacional de Energía Enex S.A., Invexans S.A. and Tech Pack S.A., and the vice-chairman of the Purchaser. He received a degree in Business Administration from the Pontificia Universidad Católica de Chile and a Master's degree in Business Administration from the University of Chicago.

Pablo Granifo Lavín has served as director of Compañía Cervecerías Unidas S.A. since April 2013. He has been the chairman of the board of Banco de Chile S.A. since 2007 and chairman of the board of Viña San Pedro Tarapacá S.A. since 2013. He is a member of the board of Quiñenco, the Purchaser, CCCL and Embotelladoras Chilenas Unidas S.A. Additionally, he is chairman of the boards of Banchile Asesoría Financiera S.A., Socofin S.A., and Banchile Administradora General de Fondos S.A.,and member of the executive committee of Banchile Corredores de Seguros Limitada and of the board of Empresa Nacional de Energía Enex S.A. Mr. Granifo holds a degree in Business Administration from the Pontificia Universidad Católica de Chile.

Rodrigo Hinzpeter Kirberg has served as director of Compañía Cervecerías Unidas S.A. since July 2015. He is also member of the board of CCCL, Embotelladoras Chilenas Unidas S.A., Compañía Cervercerías Unidas Argentina S.A. and the Purchaser. Since 2014 he has been the general counsel of Quiñenco. Before that he was Secretary of

Interior Affairs (2010-2012) and, later, the Secretary of Defense of the Government of Chile (2012-2014). He holds a Law degree from the Pontificia Universidad Católica de Chile.

José Miguel Barros was appointed director of Compañía Cervecerías Unidas S.A. in April 2016. He is member of the board of various subsidiaries, including CCCL, Embotelladoras Chilenas Unidas S.A., Viña San Pedro Tarapacá S.A. and Compañía Pisquera de Chile S.A. He is an international director and partner of the investment bank LarraínVial S.A. and currently a member of the board of Directors of Lipigas S.A., Construmart S.A and Stel Chile S.A. Mr. Barros holds a degree in Business Administration from the Pontificia Universidad Católica de Chile and graduated from the PADE of ESE Business School, Universidad de Los Andes.

Carlos Molina Solís has served as director of Compañía Cervecerías Unidas S.A since April 2012 and as vice- chairman of the board since May 2018. He is also a member of the board of directors of the Purchaser, serving as chairman, CCCL, Embotelladoras Chilenas Unidas S.A., Compañía Cervecerías Unidas Argentina S.A., Viña San Pedro Tarapacá S.A., and Compañía Pisquera de Chile S.A., and chief executive officer of Corporación Dinámica Industrial, S.A. in Mexico. He has over 30 years of management and strategic consulting experience in multiple industries, especially in beverages and consumer goods across the Americas. In beverages, his roles have included business development for Heineken Americas; planning and strategy for Femsa Cerveza; and board member of Kaiser in Brazil. Prior to these roles, Mr. Molina was a partner in Booz, Allen & Hamilton, a global business consulting firm. Mr. Molina has a BBA (Bachelor of Business Administration) from the University of Houston, and an MBA from the University of Texas.

Marc Gross has served as director of Compañía Cervecerías Unidas S.A. since May 2020. He is also a member of the board of directors of the Purchaser, CCCL, Embotelladoras Chilenas Unidas S.A. and Compañía Cervecerías Unidas Argentina S.A. Mr. Gross has worked for Danone Group and Sara Lee. In 1995, Mr. Gross joined Heineken and worked in Greece as Plant Director. In 1999, he became regional operations & supply chain director Europe for Heineken and in 2002 took over the position of managing director of Heineken Nederland. In June 2005, he was appointed chief supply chain officer and member of the Global Executive Team. In this position, he was responsible for the supply chain, including manufacturing, worldwide as well as for R&D. During the period of 2010 until 2015, he held the position of chief executive officer of Empaque Mexico. From 2012 until 2017, he also served as non- executive director of Keonys, a high-tech company in France. Since June 2020, Mr. Gross is principal advisor to the Executive Board of Directors of SHV for their global operations. Mr. Gross graduated as engineer from Ecole Nationale Supérieure des Arts et Métiers Paris, France and from Technical University Aachen, Germany.

Rory Cullinan has served as director of Compañía Cervecerías Unidas S.A. since May 2018. He is also a member of the board of directors of the Purchaser, CCCL, Embotelladoras Chilenas Unidas S.A. and Compañía Cervecerías Unidas Argentina S.A. Mr. Cullinan has wide experience across different markets and sectors, working in Europe, Africa, America and Russia. Mr. Cullinan held various positions in the Royal Bank of Scotland, including as executive chairman of the Investment Bank. He is currently non-executive director at Broadstone Inc., a listed SPAC and advisor to several companies.

The following tables set forth the Share ownership by the Company's directors and senior management as of the date hereof:

		Ownership of the Company's common stock
		Number of Shares (% of aggregate common
Director		stock)
Francisco Pérez Mackenna		14,897	(0.004%)
Vittorio Corbo Lioi(1)		4,343	(0.001%)
José Miguel Barros(2)		49,533	(0.013%)
Andrónico Luksic Craig			*

1. Stock owned indirectly through his ownership of 82% of Vittorio Corbo y Asociados Limitada.

1. Stock owned indirectly through Inversiones Carpe Vitam Limitada.

1. Mr. Andrónico Luksic Craig is a member of the Luksic family, which controls Quiñenco, the owner of 50% of the equity interests in IRSA. IRSA currently owns approximately 61.56% of CCU's outstanding shares, directly and indirectly through its subsidiary Inversiones IRSA Limitada.

.

		Ownership of the Company's common stock
		Number of Shares (% of aggregate common
Senior Management		stock)
N/A		N/A

As of March 31, 2021, based on the information provided in the Purchaser's Offer to Purchase, the following Purchaser directors and executive officers beneficially owned an aggregate 17,091 shares of the Company's common stock, as set forth in the following tables:

IRSA Director

Francisco Pérez Mackenna

IRSA Executive Officer

Alessandro Bizzarri Carvallo

Ownership of Company's common stock Number of Shares (% of aggregate common stock)

14,897 (0.004%)

Ownership of Company's common stock Number of Shares (% of aggregate common stock)

2,194 (0.0006%)

Per the shareholders meetings held on April 15, 2020 and April 14, 2021, the compensation of the Company's directors was set as follows for the years ended December 31, 2020 and 2021, respectively:

• a monthly gross fee for attendance to Board Meetings of UF 100 per director, and UF 200 for the chairman, regardless of the number of meetings held within such period ("UF" corresponds to Unidad de Fomento, an inflation linked accounting unit used in Chile, whose value as of March 31, 2021 corresponded to Ch$29,394.77), plus
• an amount equivalent to 3% of the distributed dividends, for the board as a whole, at a rate of one-ninth for each director and in proportion to the time each one served as such during the year (provided that, if the distributed dividends exceed 50% of Net income, the board of directors' variable remuneration shall be calculated over a maximum of 50% of such profits).

Additionally, directors that are members of the directors committee receive a monthly gross remuneration of UF 50 for attendance to directors' committee meetings, independent of the number of meetings held in such period, plus the amount that, as the percentage of the dividends, is required to complete one third of the total remuneration a director is entitled to, pursuant to article 50 bis of Law No. 18,046 and Regulation No. 1,956 of the "Comisión para el Mercado Financiero" ("CMF"). Directors that are members and observers of the audit committee receive a monthly gross remuneration for attendance to audit committee meetings, regardless of the number of meetings held in the period, of UF 50.

The remunerations of directors and senior managers of the Company are as follows: