8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 22, 2017

Reynolds American Inc.

(Exact Name of Registrant as Specified in Charter)

North Carolina	1-32258	20-0546644
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

401 North Main Street

Winston-Salem, North Carolina 27101

(Address of Principal Executive Offices) (ZIP Code)

Registrant’s telephone number, including area code: (336) 741 2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On January 16, 2017, Reynolds American Inc., referred to as RAI, British American Tobacco p.l.c., referred to as BAT, BATUS Holdings Inc., a wholly owned subsidiary of BAT, and Flight Acquisition Corporation, a wholly owned subsidiary of BAT and referred to as Merger Sub, entered into an Agreement and Plan of Merger, referred to as the merger agreement, as it and the plan of merger contained therein were amended as of June 8, 2017, pursuant to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into RAI, referred to as the merger, with RAI surviving as a wholly owned subsidiary of BAT.

On June 21, 2017, RAI received a notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, regarding a blackout period under the RAI 401k Savings Plan (the “401k Plan”). The blackout period for the 401k Plan would be implemented in connection with the anticipated closing of the merger. The blackout period is necessary to ensure that all transactions in RAI common stock in the RAI Common Stock Fund under the 401k Plan are fully completed before the completion of the merger and so that, after the completion of the merger, the administrator of the 401k Plan can process the exchange of RAI common stock for cash and BAT American depositary shares and implement the BAT Stock Fund under the 401k Plan as the successor company stock fund in the 401k Plan.

401k Plan participants have been advised that, if the merger is completed as expected, there likely will be a blackout period under the 401k Plan for more than three consecutive business days. The blackout period is currently expected to begin as of 4:00 p.m. (Eastern Time) two business days prior to the date of the completion of the merger and to end within two to five business days following the date of the completion of the merger (although this period could be longer).

Subject to the satisfaction or waiver of the conditions as set out in the merger agreement, including approval by shareholders of both RAI and BAT, it is currently expected that the merger will close on or about July 25, 2017. Because the actual closing date of the merger is not certain at this time, RAI is unable to determine the exact dates for the blackout period.

Because the 401k Plan includes the RAI Common Stock Fund as an investment option, on June 22, 2017, in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 under Securities and Exchange Commission Regulation BTR, RAI sent a separate notice, referred to as the Insider Notice, to its directors and executive officers notifying them of the blackout period.

During the blackout period and for a period of two years after the date thereof, a security holder or other interested person may obtain, without charge, information regarding the blackout period, including the actual beginning and end dates of the blackout period. This information is available by contacting the Corporate Secretary at Reynolds American Inc. at 401 N. Main Street, Winston-Salem, North Carolina 27101 or via telephone at 336.741.2000.

A copy of the Insider Notice sent to RAI’s directors and executive officers is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Forward-Looking and Cautionary Statements

Statements included in this report that are not historical in nature, including financial estimates and statements as to regulatory approvals and the expected timing, completion and effects of the proposed transaction, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this report and in documents incorporated by reference, forward-looking statements include, without limitation, statements regarding the benefits of the proposed transaction, including future financial and operating results, financial forecasts or projections, the combined company’s plans, expectations, beliefs, intentions and future strategies, and other statements that are not historical facts, and other statements that are signified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “objective,” “outlook,” “plan,” “project,” “predict,” “possible,” “potential,” “could,” “should” and similar expressions. These statements regarding future events or the future performance or results of RAI and its subsidiaries or the combined company inherently are subject to a variety of risks, contingencies and other uncertainties that could cause actual results, performance or achievements to differ materially from those described in or implied by the forward-looking statements.

Among the risks, contingencies and uncertainties that could cause actual results to differ from those described in the forward-looking statements or could result in the failure of the proposed transaction to be consummated, or if consummated, could have an adverse effect on the results of operations, cash flows and financial position of RAI or the combined company, respectively, are the following: the failure to satisfy required closing conditions, including the failure to obtain necessary shareholder approvals from BAT and RAI shareholders, or complete the proposed transaction in a timely manner or at all; the effect of restrictions placed on RAI’s and its subsidiaries’ business activities, including RAI’s ability to pursue alternatives to the proposed transaction; disruption resulting from the proposed transaction, including the diversion of RAI’s management’s attention from ongoing business concerns; the failure of BAT to successfully integrate RAI into its business and to realize projected synergies and other benefits from the proposed transaction; the uncertainty of the value of the proposed transaction consideration that RAI shareholders will receive in the proposed transaction due to a fixed exchange ratio and fluctuations in the price of BAT American Depositary Shares; the difference in rights provided to RAI shareholders under North Carolina law, the RAI articles of incorporation and the RAI bylaws, as compared to the rights RAI shareholders will obtain as BAT shareholders under the laws of England and Wales and BAT’s governing documents; RAI’s directors and executive officers having interests in the proposed transaction that are different from, or in addition to, the interests of RAI shareholders generally; the potential difficulty retaining key employees and maintaining business relationships, and on operating results and businesses generally; the incurrence of significant pre- and post-transaction costs in connection with the proposed transaction; evolving legal, regulatory and tax regimes; and the occurrence of any event giving rise to the right of a party to terminate the merger agreement. Discussions of additional risks, contingencies and uncertainties are contained in RAI’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Due to these risks, contingencies and other uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as provided by federal securities laws, RAI is not under any obligation to, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.

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Additional Information

This report may be deemed to be solicitation material in respect of the proposed transaction involving RAI and BAT. In connection with the proposed transaction, BAT has filed with the SEC a registration statement on Form F-4 that includes the proxy statement of RAI that also constitutes a prospectus of BAT. On June 14, 2017, the SEC declared the registration statement effective. RAI commenced mailing the definitive proxy statement/prospectus to holders of RAI common stock on or about June 14, 2017. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHICH WAS ALSO FILED WITH THE SEC ON JUNE 14, 2017, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT BAT, RAI, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders may obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by RAI and BAT through the SEC’s website at http://www.sec.gov. In addition, investors and shareholders may obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by RAI by contacting RAI Investor Relations at raiinvestorrelations@reynoldsamerican.com or by calling (336) 741-5165 or at RAI’s website at www.reynoldsamerican.com, and may obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by BAT by contacting BAT Investor Relations at batir@bat.com or by calling +44 (0) 20 7845 1000 or at BAT’s website at www.bat.com.

RAI, BAT and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from RAI shareholders in respect of the proposed transaction that is described in the proxy statement/prospectus. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies from RAI shareholders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement/prospectus filed with the SEC. You may also obtain the documents that RAI files electronically from the SEC’s website at http://www.sec.gov. Information regarding RAI’s directors and executive officers is contained in RAI’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on February 9, 2017, its Form 10-K/A, which was filed with the SEC on March 20, 2017 and its definitive proxy statement/prospectus, which was filed with the SEC on June 14, 2017. Information regarding BAT’s directors and executive officers is contained in BAT’s Annual Reports, which may be obtained free of charge from BAT’s website at www.bat.com.

This report is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities in any jurisdiction pursuant to the acquisition, the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Blackout Notice to Reynolds American Inc. Directors and Executive Officers

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 22, 2017

REYNOLDS AMERICAN INC.
By:	/s/ McDara P. Folan, III
Name:	McDara P. Folan, III
Title:	Senior Vice President, Deputy General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Blackout Notice to Reynolds American Inc. Directors and Executive Officers

EX-99.1

Exhibit 99.1

Reynolds American Inc.

To: From: Date: Re: Directors and Executive Officers of Reynolds American Inc. McDara P. Folan, III, Senior Vice President, Deputy General Counsel and Secretary June 22, 2017 Notice Regarding Blackout Period and Regulation BTR Trading Restrictions

On January 16, 2017, Reynolds American Inc. (“RAI”), British American Tobacco p.l.c. (“BAT”), BATUS Holdings Inc., a wholly owned subsidiary of BAT, and Flight Acquisition Corporation, a wholly owned subsidiary of BAT (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into RAI (the “merger”), with RAI surviving as a wholly owned subsidiary of BAT. Subject to the satisfaction or waiver of the conditions as set out in the Merger Agreement, including approval by shareholders of both RAI and BAT, it is currently expected (although not certain) that the merger will close on or about July 25, 2017 (the actual date of the closing of the merger, hereafter referred to as the “Transaction Date”).

Pursuant to the Sarbanes-Oxley Act of 2002 (the “Act”), RAI is notifying you of likely upcoming restrictions, in connection with the closing of the merger, on your ability, directly or indirectly, to buy, sell or transfer certain RAI equity securities (and BAT equity securities after the closing of the merger). These temporary restrictions are mandated by the Act in the event of a blackout period that lasts more than three consecutive business days and impacts the RAI 401k Savings Plan (“401k Plan”), including the RAI Common Stock Fund as an investment option under the 401k Plan.

401k Plan participants have been advised that, if the merger is completed as expected, there likely will be a blackout period under the 401k Plan for more than three consecutive business days. The blackout period is currently expected to begin as of 4:00 p.m. (Eastern Time) two business days prior to the Transaction Date and to end within two to five business days following the Transaction Date (although this period could be longer).

The blackout period under the 401k Plan is necessary to ensure that all transactions in the RAI Common Stock Fund under the 401k Plan are fully completed before the effective time of the merger so that, after the effective time of the merger, the administrator of the 401k Plan can process the exchange of RAI common stock for BAT American depositary shares and cash, and implement the BAT Stock Fund as the post-closing successor under the 401k Plan to the RAI Common Stock Fund. During the blackout period, 401k Plan participants will be unable to make exchanges into or out of the RAI Common Stock Fund or the BAT Stock Fund. In addition, during the blackout period, if any portion of a participant’s account balance under the 401k Plan is invested in the RAI Common Stock Fund or the BAT Stock Fund, such participant will be unable to request a loan or distribution from the 401k Plan.

P.O. Box 2990        Winston-Salem, NC 27102        336.741.2000        www.reynoldsamerican.com

As noted above, it is currently expected that the Transaction Date will be on or about July 25, 2017. However, the actual closing date of the merger is not certain at this time, and as a result RAI is unable to determine the exact dates for the blackout period.

Because the 401k Plan includes the RAI Common Stock Fund (and will include the BAT Stock Fund after the Transaction Date) as an investment option, the Act requires that, during the blackout period for the 401k Plan, you be prohibited from directly or indirectly purchasing, exercising, selling, or otherwise transferring equity securities (including options and other derivative securities) of RAI (and, after the merger, BAT) if those securities were acquired in connection with your service or employment as a director or executive officer of RAI. Transactions covered by this trading prohibition are not limited to those involving your direct ownership, but include any transaction in which you may have a pecuniary interest (e.g., transactions by members of your immediate family who share your household, as well as by certain entities in which you have financial involvement).

Certain transactions are exempt from this trading prohibition (such as bona fide gifts, transfers by will or laws of descent and distribution, and sales of stock not acquired in connection with service or employment as a director or executive officer). However, those exemptions are limited. If you hold both covered securities and non-covered securities, any sale or other transfer of securities by you during the blackout period, if it occurs, will be treated as a transaction involving covered securities, unless you can identify the source of the sold securities and demonstrate that you use the same identification for all related purposes (such as tax reporting and disclosure requirements). Given the applicable rules and the short time period involved, we recommend that you avoid any change in your beneficial ownership of RAI or BAT equity and derivative securities during the potential blackout period. The restrictions on trading during the potential blackout period are in addition to those under the RAI Insider Trading Policy or its successor (and associated regularly scheduled blackout periods) that restrict or will restrict your ability to trade in RAI (or BAT) securities.

The rules are complex and criminal and civil penalties may be imposed upon directors and executive officers who violate the rules. Therefore, please contact McDara Folan at 336.741.5162 (folanm@rjrt.com) or Dean Tsipis at 336.741.3655 (tsipisc@rjrt.com), 401 N. Main Street, Winston-Salem, North Carolina 27101 if you have any questions or if you believe that a transaction in which you have a pecuniary interest may occur during the potential blackout period.

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