British American Tobacco $17.25 Billion Notes Offering
Davis Polk advised the initial purchasers in connection with an offering of $2.25 billion aggregate principal amount of 2.297% notes due 2020, $2.25 billion aggregate principal amount of 2.764% notes due 2022, $2.5 billion aggregate principal amount of 3.222% notes due 2024, $3.5 billion aggregate principal amount of 3.557% notes due 2027, $2.5 billion aggregate principal amount of 4.390% notes due 2037, $2.5 billion aggregate principal amount of 4.540% notes due 2047, $1 billion aggregate principal amount floating-rate notes due 2020 and $750 million aggregate principal amount of floating-rate notes due 2022 by B.A.T Capital Corporation and guaranteed by British American Tobacco p.l.c., British American Tobacco Holdings (The Netherlands) B.V., B.A.T. Netherlands Finance B.V., B.A.T. International Finance p.l.c. and Reynolds American Inc. under Rule 144A and Regulation S (with registration rights). The offering was conducted in connection with repaying a portion of the borrowings under an acquisition facility entered into to finance in part the merger of British American Tobacco p.l.c. with Reynolds American Inc.
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 five global drive brands Dunhill, Kent, Lucky Strike, Pall Mall and Rothmans and other internationally recognized brands such as Vogue, Viceroy, Kool, Peter Stuyvesant, Craven A, Benson & Hedges, John Player Gold Leaf, State Express 555 and Shuang Xi. Following the completion of the merger with Reynolds American Inc. on July 25, 2017, the BAT Group also operates under the Newport, Camel, Natural American Spirit, Grizzly and Kodiak brands.
The Davis Polk corporate team included partner Reuven B. Young, counsel Radoslaw Michalak and associates Adam H. Whitaker and Maxim Van de moortel. Partner John D. Paton and associate Veronica Orecharova provided U.S. tax advice. Partner Jonathan Cooklin and associate Dominic Foulkes provided U.K. tax advice. All members of the Davis Polk team are based in the London office.