Subject to Completion, dated September 3, 2019
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated July 17, 2019)
B.A.T Capital Corporation
$ % Notes due 2024
$ % Notes due 2026
$ % Notes due 2029
$ % Notes due 2049
Guaranteed by British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc. (in such
capacity, the Guarantors)
B.A.T Capital Corporation
(BATCAP or the Issuer), a corporation incorporated in the State of Delaware, is offering $ aggregate principal amount of
% notes due 2024 (the 2024 Notes), $ aggregate principal amount of %
notes due 2026 (the 2026 Notes), $ aggregate principal amount of % notes due 2029 (the 2029 Notes) and
$ aggregate principal amount of % notes due 2049 (the 2049 Notes and, together with the 2024 Notes, the 2026 Notes
and the 2029 Notes, the Notes). The 2024 Notes will mature on , 2024, the 2026 Notes will mature on
, 2026, the 2029 Notes will mature on , 2029 and the 2049 Notes will mature on
, 2049. The Notes will be unsecured senior obligations of the Issuer and will be fully and unconditionally guaranteed on a senior and unsecured and joint and several basis by
British American Tobacco p.l.c. (BAT or the Parent and, together with its subsidiaries, the BAT Group), B.A.T. International Finance p.l.c. (BATIF), B.A.T. Netherlands Finance B.V. (BATNF)
and, unless its guarantee is released in accordance with the indenture, Reynolds American Inc. (RAI) (in such capacity, each, a Guarantor and together, the Guarantors), as described under Description of
Debt Securities and Guarantees in the accompanying prospectus.
Interest on the Notes will be payable semi-annually in arrear on
and of each year, commencing on
, 2020. The 2024 Notes will bear interest at a rate of % per annum, the 2026
Notes will bear interest at a rate of % per annum, the 2029 Notes will bear interest at a rate of % per annum and the 2049 Notes will bear interest at a
rate of % per annum.
The Issuer may redeem the Notes, in whole or in part, at any time at the applicable redemption
price described under the heading Description of the Notes and the GuaranteesOptional Redemption of the Notes. On or after , 2024, with respect to the
2024 Notes, , 2026, with respect to the 2026 Notes, , 2029, with respect to the 2029 Notes or
, 2049, with respect to the 2049 Notes, the Issuer may redeem the Notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, as described under Description of the Notes and the GuaranteesOptional Redemption of the Notes.
The Notes will be issued in book-entry form only, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes are new issues of
securities with no established trading market. We intend to apply to list the Notes on the New York Stock Exchange (NYSE). No assurance can be given that such application will be approved or that any of the Notes will be listed.
Investing in the Notes involves risk. You should carefully review the risks and uncertainties described under the heading Risk Factors
starting on page S-11 of this prospectus supplement, page 2 of the accompanying prospectus and in the documents incorporated by reference herein and therein before you make an investment in the
Notes.
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Public Offering
Price(1)
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Underwriting
discount(2)
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Proceeds, before
expenses, to the
Issuer
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Per 2024 Note
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%
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%
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%
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Total for 2024 Notes
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$
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$
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$
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Per 2026 Note
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%
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%
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%
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Total for 2026 Notes
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$
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$
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$
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Per 2029 Note
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%
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%
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%
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Total for 2029 Notes
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$
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$
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$
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Per 2049 Note
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%
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%
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%
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Total for 2049 Notes
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$
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$
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$
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(1)
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Plus accrued interest, if any, from , 2019.
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(2)
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The underwriters have agreed to reimburse us for certain fees and expenses relating to this offering. See
Underwriting.
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Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes in
global form through the book-entry system of The Depository Trust Company (DTC) and its participants, including Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, S.A. (Clearstream), on or about
, 2019.
Joint Bookrunners
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BofA Merrill Lynch
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Barclays
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Citigroup
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Deutsche Bank Securities
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HSBC
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The date of this Prospectus Supplement is ,
2019.