0001628280-23-031506.txt : 20230906 0001628280-23-031506.hdr.sgml : 20230906 20230906123339 ACCESSION NUMBER: 0001628280-23-031506 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230906 DATE AS OF CHANGE: 20230906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: British American Tobacco p.l.c. CENTRAL INDEX KEY: 0001303523 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38159 FILM NUMBER: 231238513 BUSINESS ADDRESS: STREET 1: GLOBE HOUSE STREET 2: 4 TEMPLE PLACE CITY: LONDON STATE: X0 ZIP: WC2R 2PG BUSINESS PHONE: 44-207-845-2000 MAIL ADDRESS: STREET 1: GLOBE HOUSE STREET 2: 4 TEMPLE PLACE CITY: LONDON STATE: X0 ZIP: WC2R 2PG FILER: COMPANY DATA: COMPANY CONFORMED NAME: B.A.T. Netherlands Finance B.V. CENTRAL INDEX KEY: 0001750736 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39066 FILM NUMBER: 231238515 BUSINESS ADDRESS: STREET 1: HANDELSWEG 53A CITY: AMSTELVEEN STATE: P7 ZIP: 1181 ZA BUSINESS PHONE: 31 020 540 6911 MAIL ADDRESS: STREET 1: HANDELSWEG 53A CITY: AMSTELVEEN STATE: P7 ZIP: 1181 ZA FILER: COMPANY DATA: COMPANY CONFORMED NAME: B.A.T Capital Corp CENTRAL INDEX KEY: 0001750721 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 610986865 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39064 FILM NUMBER: 231238514 BUSINESS ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 120 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 302-691-6323 MAIL ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 120 CITY: WILMINGTON STATE: DE ZIP: 19803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS AMERICAN INC CENTRAL INDEX KEY: 0001275283 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 200546644 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32258 FILM NUMBER: 231238516 BUSINESS ADDRESS: STREET 1: 401 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27102 BUSINESS PHONE: 3367412000 MAIL ADDRESS: STREET 1: 401 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: B.A.T. International Finance p.l.c. CENTRAL INDEX KEY: 0001750625 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 980402606 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39065 FILM NUMBER: 231238517 BUSINESS ADDRESS: STREET 1: GLOBE HOUSE STREET 2: 4 TEMPLE PLACE CITY: LONDON STATE: X0 ZIP: WC2R 2PG BUSINESS PHONE: 44 020 7845 1000 MAIL ADDRESS: STREET 1: GLOBE HOUSE STREET 2: 4 TEMPLE PLACE CITY: LONDON STATE: X0 ZIP: WC2R 2PG 8-A12B/A 1 closing-form8xaamendment.htm 8-A12B/A Document

EXPLANATORY NOTE
This registration statement on Form 8-A was initially filed on the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system of the Securities and Exchange Commission on August 2, 2023. Due to a technical error, it was only filed by British American Tobacco p.l.c., the parent guarantor. Solely for the purpose of adding the missing co-registrants, B.A.T Capital Corporation, B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc., on the EDGAR system, this registration statement on Form 8-A is hereby re-filed.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
British American Tobacco p.l.c.
(Exact name of registrant as specified in its charter)
England and Wales98-0207762
(State or other jurisdiction of
Incorporation or organization)
(I.R.S. Employer
Identification No.)
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
(Address of principal executive offices)
(FOR CO-REGISTRANTS, PLEASE SEE “TABLE OF CO-REGISTRANTS” ON THE FOLLOWING PAGE)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
Name of each exchange on which
each class is to be registered
6.343% Notes due 2030New York Stock Exchange
6.421% Notes due 2033New York Stock Exchange
7.079% Notes due 2043New York Stock Exchange
7.081% Notes due 2053New York Stock Exchange
5.931% Notes due 2029New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-265958
Securities to be registered pursuant to Section 12(g) of the Act:
None.
TABLE OF CO-REGISTRANTS*
Exact Name of Registrant as
Specified in its Charter		State or Other
Jurisdiction of
Incorporation or
Organization		I.R.S. Employer
Identification
Number
Address, including Zip
Code of
Registrant’s Principal
Executive Offices
B.A.T Capital CorporationDelaware61-0986865
103 Foulk Road
Suite 120
Wilmington, Delaware 19803
U.S.A.
B.A.T. International Finance p.l.c.England and Wales98-0402606Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
B.A.T. Netherlands Finance B.V.The NetherlandsNot ApplicableHandelsweg 53A
1181 ZA Amstelveen
The Netherlands
Reynolds American Inc.North Carolina20-0546644401 North Main Street
Winston-Salem, North
Carolina 27101
U.S.A.
* B.A.T Capital Corporation is the issuer of the 6.343% Notes due 2030, 6.421% Notes due 2033, 7.079% Notes due 2043 and the 7.081% Notes due 2053 (collectively the “BATCAP Notes”) being registered hereunder. B.A.T. International Finance p.l.c. is the issuer of the 5.931% Notes due 2029 (the “BATIF Notes” and, together with the BATCAP Notes, the “Notes”) being registered hereunder. The other listed registrants are guarantors of the Notes. In addition, the BATCAP Notes are also guaranteed by B.A.T. International Finance p.l.c. and the BATIF Notes are also guaranteed by B.A.T Capital Corporation.


INFORMATION REQUIRED IN REGISTRATION STATEMENT
The registrant has filed with the Securities and Exchange Commission (the “Commission”) a prospectus supplement dated July 31, 2023 (the “Prospectus Supplement”) to a prospectus dated July 1, 2022 (the “Prospectus”), relating to the securities to be registered hereunder included in the registrant’s automatic shelf Registration Statement on Form F-3 (File No. 333-265958), which became automatically effective on July 1, 2022.
Item 1. Description of Registrant’s Securities to be Registered.
The information set forth in (i) the sections captioned “Description of Debt Securities and Guarantees Issued Under the 2019 and 2020 Indentures”, “Certain Tax Considerations” (other than the information contained under the heading titled “Additional Tax Consequences to U.S. Holders of Newly Issued BATCAP Debt Securities Issued Under the 2017 Indenture”) and “Certain ERISA Considerations” in the registrant’s Registration Statement on Form F-3 (File No. 333-265958) filed with the Commission on July 1, 2022, and (ii) the sections captioned “Description of the BATCAP Notes and the BATCAP Notes Guarantees”, “Description of the BATIF Notes and the BATIF Notes Guarantees”, and “Book-Entry, Delivery and Form of Securities” in the registrant’s Prospectus Supplement are each incorporated herein by reference.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits for Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement.
4.1
4.2
4.4
4.5
4.6
4.7
4.8


SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
BRITISH AMERICAN TOBACCO P.L.C.
Date: August 2, 2023By:/s/ T. Marroco
Name:   T. Marroco
Title:     Chief Executive
B.A.T CAPITAL CORPORATION
Date: August 2, 2023
By:/s/ T. Derr
Name:   T. Derr
Title:     Secretary
B.A.T. INTERNATIONAL FINANCE P.L.C.
Date: August 2, 2023
By:/s/ N. Wadey
Name:   N. Wadey
Title:     Director
B.A.T. NETHERLANDS FINANCE B.V.
Date: August 2, 2023
By:/s/ JEP Bollen
Name:   JEP Bollen
Title:     Director
By:/s/ HMJ Lina
Name:   HMJ Lina
Title:     Director
REYNOLDS AMERICAN INC.
Date: August 2, 2023
By:/s/ A.B. Petitt
Name:   A.B. Petitt
Title:     Treasurer


EXHIBIT INDEX
4.1
4.2
4.4
Supplemental Indenture No. 16, dated as of August 2, 2023, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on August 2, 2023).
4.5Supplemental Indenture No. 17, dated as of August 2, 2023, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Form 6-K filed by British American Tobacco p.l.c. on August 2, 2023).
4.6Supplemental Indenture No. 18, dated as of August 2, 2023, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Form 6-K filed by British American Tobacco p.l.c. on August 2, 2023).
4.7Supplemental Indenture No. 19, dated as of August 2, 2023, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.4 to Form 6-K filed by British American Tobacco p.l.c. on August 2, 2023).
4.8Supplemental Indenture No. 3, dated as of August 2, 2023, by and among B.A.T. International Finance p.l.c., the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.5 to Form 6-K filed by British American Tobacco p.l.c. on August 2, 2023).