0001193125-22-086298.txt : 20220328 0001193125-22-086298.hdr.sgml : 20220328 20220328125200 ACCESSION NUMBER: 0001193125-22-086298 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220328 DATE AS OF CHANGE: 20220328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: British American Tobacco p.l.c. CENTRAL INDEX KEY: 0001303523 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38159 FILM NUMBER: 22774353 BUSINESS ADDRESS: STREET 1: GLOBE HOUSE STREET 2: 4 TEMPLE PLACE CITY: LONDON STATE: X0 ZIP: WC2R 2PG BUSINESS PHONE: 44-207-845-2000 MAIL ADDRESS: STREET 1: GLOBE HOUSE STREET 2: 4 TEMPLE PLACE CITY: LONDON STATE: X0 ZIP: WC2R 2PG FILER: COMPANY DATA: COMPANY CONFORMED NAME: B.A.T. Netherlands Finance B.V. CENTRAL INDEX KEY: 0001750736 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39066 FILM NUMBER: 22774355 BUSINESS ADDRESS: STREET 1: HANDELSWEG 53A CITY: AMSTELVEEN STATE: P7 ZIP: 1181 ZA BUSINESS PHONE: 31 020 540 6911 MAIL ADDRESS: STREET 1: HANDELSWEG 53A CITY: AMSTELVEEN STATE: P7 ZIP: 1181 ZA FILER: COMPANY DATA: COMPANY CONFORMED NAME: B.A.T Capital Corp CENTRAL INDEX KEY: 0001750721 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 610986865 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39064 FILM NUMBER: 22774357 BUSINESS ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 120 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 302-691-6323 MAIL ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 120 CITY: WILMINGTON STATE: DE ZIP: 19803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS AMERICAN INC CENTRAL INDEX KEY: 0001275283 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 200546644 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32258 FILM NUMBER: 22774354 BUSINESS ADDRESS: STREET 1: 401 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27102 BUSINESS PHONE: 3367412000 MAIL ADDRESS: STREET 1: 401 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: B.A.T. International Finance p.l.c. CENTRAL INDEX KEY: 0001750625 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 980402606 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39065 FILM NUMBER: 22774356 BUSINESS ADDRESS: STREET 1: GLOBE HOUSE STREET 2: 4 TEMPLE PLACE CITY: LONDON STATE: X0 ZIP: WC2R 2PG BUSINESS PHONE: 44 020 7845 1000 MAIL ADDRESS: STREET 1: GLOBE HOUSE STREET 2: 4 TEMPLE PLACE CITY: LONDON STATE: X0 ZIP: WC2R 2PG 8-A12B/A 1 d340242d8a12ba.htm 8-A12B/A 8-A12B/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A/A

(Amendment No. 1)

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

British American Tobacco p.l.c.

(Exact name of registrant as specified in its charter)

 

 

 

England and Wales   98-0207762

(State or other jurisdiction of

Incorporation or organization)

  

(I.R.S. Employer

Identification No.)

Globe House

4 Temple Place

London WC2R 2PG

United Kingdom

(Address of principal executive offices)

(FOR CO-REGISTRANTS, PLEASE SEE “TABLE OF CO-REGISTRANTS” ON THE FOLLOWING PAGE)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

4.742% Notes due 2032   New York Stock Exchange
5.650% Notes due 2052   New York Stock Exchange
4.448% Notes due 2028   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-232691

Securities to be registered pursuant to Section 12(g) of the Act:

None.

 

 

 

TABLE OF CO-REGISTRANTS*

 

Exact Name of Registrant as

Specified in its Charter

   

State or Other

Jurisdiction of

Incorporation or

Organization

   

I.R.S. Employer

Identification

Number

   

Address, including Zip

Code of

Registrant’s Principal

Executive Offices

B.A.T Capital Corporation    Delaware    61-0986865   

103 Foulk Road

Suite 120

Wilmington, Delaware 19803

U.S.A.

B.A.T. International Finance p.l.c.    England and Wales    98-0402606   

Globe House

4 Temple Place

London WC2R 2PG

United Kingdom

B.A.T. Netherlands Finance B.V.    The Netherlands    Not Applicable   

Handelsweg 53A

1181 ZA Amstelveen

The Netherlands

Reynolds American Inc.    North Carolina    20-0546644   

401 North Main Street

Winston-Salem, North

Carolina 27101

U.S.A.

 

*

B.A.T Capital Corporation is the issuer of the 4.742% Notes due 2032 and the 5.650% Notes due 2052 (collectively the “BATCAP Notes”) being registered hereunder. B.A.T. International Finance p.l.c. is the issuer of the 4.448% Notes due 2028 (the “BATIF Notes” and, together with the BATCAP Notes, the “Notes”) being registered hereunder. The other listed registrants are guarantors of the Notes. In addition, the BATCAP Notes are also guaranteed by B.A.T. International Finance p.l.c. and the BATIF Notes are also guaranteed by B.A.T Capital Corporation.

EXPLANATORY NOTE

This Amendment No. 1 to the registration statement on Form 8-A filed by the registrants on March 17, 2022 (the “Original Form 8-A”) is being filed for the purpose of amending the introductory section, Item 1, Item 2 and the Exhibit Index of the Original Form 8-A as follows, as a consequence of the issuance by B.A.T Capital Corporation, on March 24, 2022, of an additional $200,000,000 4.742% Notes due 2032 (the “Additional 2032 BATCAP Notes”) which belong to the same series of notes as its $700,000,000 4.742% Notes due 2032 issued on March 16, 2022 (the “Initial 2032 BATCAP Notes”) referred to in the Original Form 8-A. The Additional 2032 BATCAP Notes have identical terms and conditions to those of the Initial 2032 BATCAP Notes, other than with respect to the date of issuance and the issue price.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The registrants have filed with the Securities and Exchange Commission (the “Commission”) (i) a prospectus supplement dated March 14, 2022 (the “March 14 Prospectus Supplement”), and (ii) a prospectus supplement dated March 22, 2022 (the “March 22 Prospectus Supplement”), in both cases to a prospectus dated March 27, 2020 (the “Prospectus”), relating to the securities to be registered hereunder included in the registrants’ automatic shelf Registration Statement on Form F-3 (File No. 333-232691), which became automatically effective on July 17, 2019, as amended by the Post-Effective Amendment No. 1 thereto, which became automatically effective on March 27, 2020.

Item 1. Description of Registrants’ Securities to be Registered.

The information set forth in (i) the sections captioned “Description of Debt Securities and Guarantees Issued Under the 2019 Indentures”, “Certain Tax Considerations” (other than the information contained under the heading titled “Additional Tax Consequences to U.S. Holders of Newly Issued BATCAP Debt Securities Issued Under the 2017 Indenture”) and “Certain ERISA Considerations” in the registrants’ Post-Effective Amendment No. 1 to Registration Statement on Form F-3 (File No. 333-232691) filed with the Commission on March 27, 2020, (ii) the sections captioned “Description of the BATCAP Notes and the BATCAP Guarantees”, “Description of the BATIF Notes and the BATIF Guarantees”, “Book-Entry, Delivery and Form of Securities” and “Material Netherlands Income Tax Considerations” in the registrants’ March 14 Prospectus Supplement, and (iii) the sections captioned “Description of the Notes and the Guarantees”, “Book-Entry, Delivery and Form of Securities” and “Certain Tax Considerations” in the registrants’ March 22 Prospectus Supplement are each incorporated herein by reference.

Item 2. Exhibits.

Pursuant to the Instructions as to Exhibits for Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement.

 

4.1    Indenture, dated as of September  6, 2019, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying agent (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on September 6, 2019).

4.2    Indenture, dated as of September  25, 2020, by and among B.A.T. International Finance p.l.c., the Guarantors party thereto and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying agent (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on September 25, 2020).
4.3    Supplemental Indenture No. 12, dated as of March  16, 2022, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on March 16, 2022).
4.4    Supplemental Indenture No. 13, dated as of March  16, 2022, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Form 6-K filed by British American Tobacco p.l.c. on March 16, 2022).
4.5    Supplemental Indenture No. 2, dated as of March  16, 2022, by and among B.A.T. International Finance p.l.c, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Form 6-K filed by British American Tobacco p.l.c. on March 16, 2022).
4.6    Supplemental Indenture No. 14, dated as of March  24, 2022, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on March 24, 2022).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.

 

  BRITISH AMERICAN TOBACCO P.L.C.
Date: March 28, 2022   By:  

/s/ T. Marroco

    Name:   T. Marroco
    Title:   Finance and Transformation Director
  B.A.T CAPITAL CORPORATION
Date: March 28, 2022   By:  

/s/ B. T. Harrison

    Name:   B. T. Harrison
    Title:   Secretary
  B.A.T. INTERNATIONAL FINANCE P.L.C.
Date: March 28, 2022   By:  

/s/ N. Wadey

    Name:   N. Wadey
    Title:   Director
  B.A.T. NETHERLANDS FINANCE B.V.
Date: March 28, 2022   By:  

/s/ JEP Bollen

    Name:   JEP Bollen
    Title:   Director
Date: March 28, 2022   By:  

/s/ HMJ Lina

    Name:   HMJ Lina
    Title:   Director
  REYNOLDS AMERICAN INC.
Date: March 28, 2022   By:  

/s/ Anthony B. Petitt

    Name:   Anthony B. Petitt
    Title:   Treasurer

EXHIBIT INDEX

 

4.1    Indenture, dated as of September 6, 2019, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying agent (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on September 6, 2019).
4.2    Indenture, dated as of September 25, 2020, by and among B.A.T. International Finance p.l.c., the Guarantors party thereto and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying agent (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on September 25, 2020).
4.3    Supplemental Indenture No. 12, dated as of March 16, 2022, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on March 16, 2022).
4.4    Supplemental Indenture No. 13, dated as of March 16, 2022, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Form 6-K filed by British American Tobacco p.l.c. on March 16, 2022).
4.5    Supplemental Indenture No. 2, dated as of March 16, 2022, by and among B.A.T. International Finance p.l.c, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Form 6-K filed by British American Tobacco p.l.c. on March 16, 2022).
4.6    Supplemental Indenture No. 14, dated as of March 24, 2022, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on March 24, 2022).