B.A.T. Capital offers fixed-rate notes in two parts due 2031, 2034

By Marisa Wong

Los Angeles, Feb. 15 – B.A.T. Capital Corp. plans to price fixed-rate notes in two tranches due 2031, 2034, according to a 424B2 filing with the Securities and Exchange Commission.

The notes will be guaranteed by British American Tobacco plc, B.A.T. International Finance plc, B.A.T. Netherlands Finance BV and Reynolds American Inc.

The notes will feature an optional make-whole call, followed by an optional par call. The par call date will be two months prior to maturity for the 2031 notes and three months prior to maturity for the 2034 notes.

The notes will also be callable in whole at par for tax reasons.

The joint bookrunning managers are Barclays, HSBC Securities (USA) Inc., Mizuho Securities USA LLC, Santander US Capital Markets LLC and Wells Fargo Securities, LLC. BBVA Securities Inc., NatWest Markets Securities Inc., SMBC Nikko Securities America and Standard Chartered Bank are other bookrunners.

Citibank, NA is the trustee.

For the issuer and guarantors, Cravath, Swaine & Moore LLP will act as U.S. counsel, Linklaters LLP will handle matters of English law, Stibbe NV will handle matters of Dutch law, and Womble Bond Dickinson (US) LLP will handle certain North Carolina legal matters. Davis Polk & Wardwell London LLP will handle matters of U.S. and New York law for the underwriters.

The company intends to use proceeds for general corporate purposes, including the potential repayment of existing debt.

The issuer is based in Wilmington, Del. Parent British American Tobacco is a London-based international tobacco company.

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