The offering is composed of five tranches of notes

Davis Polk advised the joint bookrunners and representatives of the several underwriters in connection with concurrent SEC-registered offerings by B.A.T Capital Corporation and B.A.T. International Finance p.l.c. The offering by B.A.T Capital Corporation comprised $1 billion aggregate principal amount of its 6.343% notes due 2030, $1.25 billion aggregate principal amount of its 6.421% notes due 2033, $750 million aggregate principal amount of its 7.079% notes due 2043 and $1 billion aggregate principal amount of its 7.081% notes due 2053. B.A.T. International Finance p.l.c. offered $1 billion aggregate principal amount of its 5.931% notes due 2029.

Davis Polk is advising the dealer managers in connection with concurrent cash tender offers by B.A.T Capital Corporation, B.A.T. International Finance p.l.c. and Reynolds American Inc. in respect of certain series of their outstanding notes. The concurrent cash tender offers are funded with the proceeds of the notes offering.

BAT is a leading, multi-category consumer goods business. BAT’s strategic portfolio is made up of its global cigarette brands and a growing range of reduced-risk new category tobacco and nicotine products and traditional non-combustible tobacco products. These include vapour, tobacco heating products, modern oral products including tobacco-free nicotine pouches, as well as traditional oral products such as snus and moist snuff.

The Davis Polk corporate team included partner Reuven B. Young, counsel Maxim Van de moortel and associate Francesco Mancuso. Counsel Alon Gurfinkel and associate Ya Sheng Lin provided U.S. tax advice. Partner Dominic Foulkes and associate Patrick O’Donovan provided U.K. tax advice. Counsel Will Schisa provided sanctions advice. Members of the Davis Polk team are based in the London and New York offices.