The deal, which would be phased in over three years, would make Constellation the third largest producer and marketer in the U.S. beer industry, according to Sands.
"We will have autonomous control of production, distribution, marketing and promotion of these brands in the U.S.," he added.
The news sent shares of Constellation rallying 25 percent. Shares of AB InBev also rose, albeit a more modest 5 percent.
The concession is somewhat of a shift for AB InBev, which initially promised to fight for the merger in court. In a statement issued after the lawsuit was filed on Jan. 31, AB InBev said the Justice Department's claim "is inconsistent with the law, the facts and the marketplace."
But analysts had expected the companies would make some concessions in order to salvage the deal.
Brito said AB InBev was "confident in our legal case," but ultimately decided to restructure the transaction to address the Justice Department's concerns. But the changes "don't change, at all, the core merits of transaction announced in June," he added.