British American Tobacco $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 by (1) B.A.T Capital Corporation 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; and (2) B.A.T. International Finance p.l.c. of $1.5 billion aggregate principal amount of its 1.668% notes due 2026.

Davis Polk also advised the dealer managers in connection with concurrent cash tenders offer 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.

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 included partner Reuven B. Young, 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. Members of the Davis Polk team are based in the London and New York offices.