British American Tobacco’s $6.25 Billion Notes Offering and Cash Tender Offer

Davis Polk advised the joint bookrunners and representatives of the several underwriters in connection with concurrent SEC-registered offerings, and the dealer managers in connection with concurrent cash tenders offer.

B.A.T Capital Corporation executed its offering of $1.75 billion aggregate principal amount of its 2.259% notes due 2028, $1.25 billion aggregate principal amount of its 2.726% notes due 2031, $750 million aggregate principal amount of its 3.734% notes due 2040 and $1 billion aggregate principal amount of its 3.984% notes due 2050; B.A.T. International Finance p.l.c. completed the offering of $1.5 billion aggregate principal amount of its 1.668% notes due 2026.

In addition, B.A.T Capital Corporation, B.A.T. International Finance p.l.c. and Reynolds American Inc. executes concurrent cash tenders offer in respect of certain series of their outstanding notes.

Founded in 1902, British American Tobacco (BAT) is a multinational company that manufactures and sells cigarettes, tobacco and other nicotine products. BAT employs over 53,000 people and operates in over 180 countries. BAT has a significant portfolio of internationally recognized brands, including its 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.

The Davis Polk corporate team advising BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, NatWest Markets Securities Inc., SG Americas Securities, LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters, included partner Reuven B. Young (Picture), counsel Radoslaw Michalak and associates Eyvana M. Bengochea and Vivek Thanki. Counsel Alon Gurfinkel and associate Omer Harel provided U.S. tax advice. Partner Jonathan Cooklin, counsel Dominic Foulkes and associate Freddie Schwier provided U.K. tax advice. Counsel Charles Shi provided ERISA advice.

Involved fees earner: Eyvana Maria Bengochea – 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; Charles Shi – Davis Polk & Wardwell; Vivek Thanki – Davis Polk & Wardwell; Reuven Young – Davis Polk & Wardwell; Freddie Schwier – Freshfields Bruckhaus Deringer LLP;

Law Firms: Davis Polk & Wardwell; Freshfields Bruckhaus Deringer LLP;

Clients: Bank of America Securities; Deutsche Bank Securities; Goldman Sachs & Co.; NatWest Markets Securities; SG Americas Securities LLC; Wells Fargo Securities;