British American Tobacco’s $3.5 Billion Notes Offering

Davis Polk advised the underwriters in connection with an SEC-registered offering by B.A.T Capital Corporation and guaranteed by British American Tobacco p.l.c., B.A.T. Netherlands Finance B.V., B.A.T. International Finance p.l.c. and Reynolds American Inc.

British American Tobacco offering consisted of $1 billion aggregate principal amount of 2.789% notes due 2024, $1 billion aggregate principal amount of 3.215% notes due 2026, $500 million aggregate principal amount of 3.462% notes due 2029 and $1 billion aggregate principal amount of 4.758% notes due 2049.

B.A.T Capital Corporation is a U.S. finance company of British American Tobacco p.l.c., the parent holding company of the BAT Group. The BAT Group has had a significant global presence for over 100 years and sells over 200 international and local brands in more than 200 markets around the world. The BAT Group has a significant portfolio of internationally recognized brands, including their global drive brands Dunhill, Kent, Lucky Strike, Pall Mall, Rothmans, Newport, Camel and Natural American Spirit, and other internationally recognized brands such as Vogue, Viceroy, Kool, Peter Stuyvesant, Craven A, Benson & Hedges, John Player Gold Leaf, State Express 555, Shuang Xi, Grizzly and Kodiak brands.

BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. acted as underwriters in the deal.

The Davis Polk corporate team included partner Reuven B. Young (Picture), counsel Radoslaw Michalak and associate Grecia Barboza. Counsel Alon Gurfinkel and associate Omer Harel provided U.S. tax advice. Partner Jonathan Cooklin and associates Dominic Foulkes and Rosie Upstill provided U.K. tax advice.

Involved fees earner: Grecia Barboza – Davis Polk & Wardwell; Jonathan Cooklin – Davis Polk & Wardwell; Dominic Foulkes – Davis Polk & Wardwell; Alon Gurfinkel – Davis Polk & Wardwell; Omer Harel – Davis Polk & Wardwell; Radoslaw Michalak – Davis Polk & Wardwell; Reuven Young – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Bank of America Securities; Barclays Capital ; Citigroup Global Markets Ltd; Deutsche Bank Securities; HSBC Securities;