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British American Tobacco Announces $2.9bn Capped Debt Tender Offer
British American Tobacco p.l.c.
Incorporated in England and Wales
(Registration number: 03407696)
Short name: BATS
Share code: BTI
ISIN number: GB0002875804
("British American Tobacco p.l.c." or "the Company")
PRESS RELEASE
British American Tobacco Announces $2.9bn Capped Debt Tender Offer
London, United Kingdom; July 31, 2023 - British American Tobacco p.l.c. (“BAT”) announces today that B.A.T Capital Corporation, a
corporation incorporated in the State of Delaware (“BATCAP”), Reynolds American Inc., a corporation incorporated in the State of North Carolina
(“RAI”) and B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF” and, together
with BATCAP and RAI, the “Offerors”), wholly owned subsidiaries of BAT, have commenced debt tender offers to purchase (the “Tender Offers”)
for cash in concurrently commenced but separate offers (each, an “Offer” and, collectively, the “Offers”) the outstanding notes of the series
described in the table below (the “Securities”) in four separate pools (each, a “Pool” and, together, the “Pools”) for an Aggregate Purchase Price
(as defined in the Offer to Purchase) (excluding Accrued Interest (as defined in the Offer to Purchase)) for (i) both Offerors and all series of
Securities within Pool 1 of up to $635,000,000, (ii) all Offerors and all series of Securities within Pool 2 of up to $750,000,000, (iii) both Offerors
and both series of Securities within Pool 3 of up to $365,000,000 and (iv) both Offerors and both series of Securities within Pool 4 of up to
$1,150,000,000, in each case based on the respective order of priority (the “Acceptance Priority Level”) for such series within such Pool, as set
forth in the table below. The Offers are subject to the relevant Pool Maximum Tender Amounts (as such amount may be increased or decreased)
(as set out in the tables below) and subject to any relevant Sub-Cap (as set out in the table below).
Issuer of Principal Acceptance Bloomberg
Security / Title of Amount Priority Early Tender Reference Reference Fixed Spread Total Consideration
(2)(3)
Offeror Security Outstanding CUSIP/ISIN Level Sub-Cap(4) Premium(2) Security Page/Screen (basis points)
Pool 1 Notes – Offers subject to the Pool 1 Maximum Tender Amount of $635,000,000(1)
BATIF 7.250% Guaranteed £500,000,000 XS0352062995 1 N/A £50 UKT 0.125% FIT GLT0-10 45 To be determined as
Notes due 2024 due January described herein
31, 2024
BATCAP 3.222% Notes due $2,500,000,000 05526DAZ8/ 2 N/A $50 UST 2.375% FIT4 25 To be determined as
2024 US05526DAZ87 due August 15, described herein
2024
BATCAP 2.789% Notes due $1,000,000,000 05526DBG9/ 3 N/A $50 UST 3.25% FIT4 45 To be determined as
2024 US05526DBG97 due August 31, described herein
2024
Pool 2 Notes – Offers subject to the Pool 2 Maximum Tender Amount of $750,000,000(1)
BATIF 3.950% Notes due $1,500,000,000 05530QAK6/ 1 $700,000,000(4) $50 UST 4.75% FIT1 60 To be determined as
2025 US05530QAK67/ due July 31, described herein
G08820CH6/ 2025
USG08820CH69
BATCAP 2.125% Guaranteed £450,000,000 XS1664647499 2 £150,000,000(4) £50 UKT 0.625% FIT GLT0-10 115 To be determined as
Notes due 2025 due June 7, described herein
2025
RAI 4.450% Notes due $2,500,000,000 761713BG0/ 3 N/A $50 UST 4.75% FIT1 60 To be determined as
2025 US761713BG06 due July 31, described herein
2025
(1)
Pool 3 Notes – Offers subject to the Pool 3 Maximum Tender Amount of $365,000,000
BATIF 4.000% Guaranteed £650,000,000 XS0969309847 1 N/A £50 UKT 1.50% FIT GLT0-10 130 To be determined as
Notes due 2026 due July 22, described herein
2026
BATCAP 3.215% Notes due $1,000,000,000 05526DBJ3/ 2 N/A $50 UST 4.50% FIT1 65 To be determined as
2026 US05526DBJ37 due July 15, described herein
2026
Pool 4 Notes – Offers subject to the Pool 4 Maximum Tender Amount of $1,150,000,000(1)
BATCAP 3.557% Notes due $3,500,000,000 05526DBB0/ 1 $1,100,000,000 $50 UST 4.125% FIT1 100 To be determined as
(4)
2027 US05526DBB01 due July 31, described herein
2028
BATIF 1.250% Guaranteed €800,000,000 XS1203859928 2 €155,000,000(4) €50 2027 BATIF IRSB EU [GO](5) 25 To be determined as
Notes due 2027 Notes described herein
Interpolated
Mid-Swap Rate
(1) To determine whether the applicable Pool Maximum Tender Amount has been reached, where required, we will convert the applicable Aggregate Purchase Price payable with respect to the Securities
validly tendered into U.S. Dollars using the applicable exchange rate described in the Offer to Purchase under “The Terms of the Offers—Pool Maximum Tender Amounts; Sub-Caps; Acceptance Priority
Levels and Proration.” Pool Maximum Tender Amounts represent the maximum Aggregate Purchase Price payable (excluding Accrued Interest) for the relevant series of Securities within the relevant
Pool. Pool Maximum Tender Amounts and Sub-Caps may be increased or decreased.
(2) Per $1,000, £1,000 or €1,000, as applicable, principal amount of Securities validly tendered at or prior to the Early Tender Deadline and accepted for purchase.
(3) For the avoidance of doubt, the Early Tender Premium is included within the Total Consideration (which, in the case of all Securities, will be calculated using the Fixed Spread over the relevant Reference
Yield as described herein), and is not in addition to the Total Consideration. In addition, Holders whose Securities are accepted for purchase will also receive Accrued Interest on such Securities.
(4) Each Sub-Cap, as set out in the table above, represents the maximum aggregate principal amount of Securities that shall be purchased by the applicable Offeror (as set forth below), subject to the
applicable Pool Maximum Tender Amount. Pool Maximum Tender Amounts and Sub-Caps may be increased or decreased.
(5) Pricing Source: BGN.
The amount of each series of Securities in the relevant Pool that is purchased is subject to the
relevant Pool Maximum Tender Amount and any relevant Sub-Cap. In each Pool, the amount of each
series of Securities that is purchased will be determined in accordance with the acceptance priority levels
specified in the table above (the “Acceptance Priority Level”), with 1 being the highest Acceptance Priority
Level and 3 being the lowest Acceptance Priority Level, with respect to Pool 1, with 1 being the highest
Acceptance Priority Level and 3 being the lowest Acceptance Priority Level, with respect to Pool 2, with 1
being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level, with
respect to Pool 3, and with 1 being the highest Acceptance Priority Level and 2 being the lowest
Acceptance Priority Level, with respect to Pool 4.
Subject to the Pool 2 Maximum Tender Amount, the maximum aggregate principal amount to be
purchased by the applicable Offeror for (i) the 3.950% Notes due 2025 (the “2025 BATIF Notes”) issued
by BATIF will be $700,000,000 (the “2025 BATIF Notes Sub-Cap”) and (ii) the 2.125% Notes due 2025
(the “2025 BATCAP Notes”) issued by BATCAP will be £150,000,000 (the “2025 BATCAP Notes Sub-
Cap” and, together with the 2025 BATIF Notes Sub-Cap, each a “Pool 2 Sub-Cap” or, collectively, the
“Pool 2 Sub-Caps”).
Subject to the Pool 4 Maximum Tender Amount, the maximum aggregate principal amount to be
purchased by the applicable Offeror for (i) the 3.557% Notes due 2027 (the “2027 BATCAP Notes”)
issued by BATCAP will be $1,100,000,000 (the “2027 BATCAP Notes Sub-Cap”) and (ii) the 1.250%
Notes due 2027 (the “2027 BATIF Notes”) issued by BATIF will be €155,000,000 (the “2027 BATIF Notes
Sub-Cap” and, together with the 2027 BATCAP Notes Sub-Cap, each a “Pool 4 Sub-Cap” or, collectively,
the “Pool 4 Sub-Caps” and, together with the Pool 2 Sub-Caps, the “Sub-Caps”).
The Tender Offers are being made upon and are subject to the terms and conditions set forth in
the Offer to Purchase, dated July 31, 2023, including the Financing Condition (as defined below). The
Tender Offers will expire at 5:00 p.m., New York City time, on August 28, 2023, unless extended or earlier
terminated (the “Expiration Date”). Tenders of Securities may be withdrawn at any time at or prior to 5:00
p.m., New York City time, on August 11, 2023, but may not be withdrawn thereafter, unless the Offerors
are required by applicable law to permit withdrawal.
The applicable Total Consideration or Tender Offer Consideration (as defined below) to be paid
for each series of Securities accepted for purchase will be determined at 10:00 a.m., New York City time,
on the business day following the Early Tender Deadline (as defined below) (as it may be extended, the
“Price Determination Date”), which is expected to be August 14, 2023. The applicable Total Consideration
or Tender Offer Consideration to be paid for the Securities will be determined in the manner described in
the Offer to Purchase by reference to the applicable fixed spread over the applicable reference yield of
the applicable Reference Security specified in the table above.
Holders of Securities who validly tender and not withdraw their Securities at or prior to 5:00 p.m.,
New York City time, on August 11, 2023 (unless extended, the “Early Tender Deadline”) and whose
Securities are accepted for purchase will receive the applicable Total Consideration, which includes the
applicable early tender premium specified in the table above (the “Early Tender Premium”). Holders of
Securities who validly tender their Securities following the Early Tender Deadline and at or prior to the
Expiration Date and whose Securities are accepted for purchase will only receive the applicable “Tender
Offer Consideration,” which is equal to the applicable Total Consideration minus the applicable Early
Tender Premium.
The applicable Total Consideration or Tender Offer Consideration for Securities denominated in
U.S. Dollars, Sterling and Euro will be paid in U.S. Dollars, Sterling and Euro, respectively. Acceptance of
Securities with reference to the relevant Pool Maximum Tender Amount will be determined subject to the
currency conversion methods described in the Offer to Purchase.
In addition to the applicable Total Consideration or Tender Offer Consideration, as the case may
be, accrued and unpaid interest from and including the most recent interest payment date applicable to
the relevant series of Securities up to, but not including, the applicable Settlement Date will be paid in
cash on all validly tendered Securities accepted for purchase.
Even if the relevant Pool Maximum Tender Amount is not reached as of the Early Tender
Deadline, subject to any relevant Sub-Cap, Securities within a Pool validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline will be accepted for purchase in priority to Securities
within such Pool tendered following the Early Tender Deadline even if such Securities tendered following
the Early Tender Deadline have a higher Acceptance Priority Level than Securities within such Pool
tendered at or prior to the Early Tender Deadline.
Securities within a Pool of a series may be subject to proration if the aggregate principal amount
of the Securities of such series validly tendered and not validly withdrawn would cause any Pool
Maximum Tender Amount or any relevant Sub-Cap to be exceeded. Furthermore, if any Pool Maximum
Tender Amount is reached as of the Early Tender Deadline, holders who validly tender Securities within
the relevant Pool following the Early Tender Deadline will not have any of their Securities accepted for
purchase unless the relevant Pool Maximum Tender Amount is increased. If a relevant Sub-Cap is
reached as of the Early Tender Deadline, holders who validly tender 2025 BATIF Notes, 2025 BATCAP
Notes, 2027 BATCAP Notes or 2027 BATIF Notes, as applicable, following the Early Tender Deadline will
not have any such Securities accepted for purchase unless the applicable Sub-Cap is increased.
Each Offeror’s obligation to accept for payment and pay for the Securities validly tendered in the
Tender Offers is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase,
including the completion by BATCAP and BATIF prior to the Early Settlement Date (as defined below)
(which is expected to be August 16, 2023) or the Expiration Date, as applicable, of one or more offerings
of debt securities, on terms and subject to conditions satisfactory to the Offerors in their sole discretion,
that result in aggregate net proceeds sufficient to pay (i) the applicable Total Consideration or the
applicable Tender Offer Consideration, and the applicable accrued but unpaid interest, with respect to
validly tendered Securities for an aggregate purchase price of up to the applicable Pool Maximum Tender
Amount (each as may be increased or decreased), and (ii) all fees and expenses related to the Tender
Offers (collectively, the “Financing Condition”).
The Tender Offers are being undertaken to optimize the BAT Group’s debt capital structure.
Securities that are accepted in the Tender Offers will be purchased by the applicable Offeror and retired
and cancelled and will no longer remain outstanding obligations of the applicable Offeror.
Payment for Securities that are validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline and accepted for purchase will be made as soon as reasonably practicable following the
Early Tender Deadline (such date, the “Early Settlement Date”). The Offerors expect that the Early
Settlement Date will be August 16, 2023, the second business day after the Price Determination Date.
Payment for Securities that are validly tendered following the Early Tender Deadline but at or prior to the
Expiration Date and accepted for purchase will be made promptly following the Expiration Date (such
date, the “Final Settlement Date”). The Offerors expect that the Final Settlement Date will be August 30,
2023, the second business day after the Expiration Date, assuming the relevant Pool Maximum Tender
Amount of Securities within the such Pool is not purchased on the Early Settlement Date.
The Tender Offers may be amended, extended, terminated or withdrawn in whole or with respect
to any series of Securities without amending, extending, terminating or withdrawing the Tender Offers
with respect to any other series of Securities. The Tender Offers are not conditioned on any minimum
amount of Securities being tendered. The Offerors reserve the right, subject to applicable law, to: (i)
waive any and all conditions to the Tender Offers; (ii) extend or terminate the Tender Offers; (iii) increase
or decrease any Pool Maximum Tender Amount or any Sub-Cap; or (iv) otherwise amend the Tender
Offers in any respect.
Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC
and Merrill Lynch International are acting as Dealer Managers in connection with the Tender Offers. The
information and tender agent is Global Bondholder Services Corporation. Copies of the Offer to Purchase
and related offering materials are available via the Tender Offers website at http://gbsc-usa.com/bat/ or
by contacting the information and tender agent in New York at +1 (212) 430-3774 (banks and brokers) or
+1 (855) 654-2015 (all others) or by email at contact@gbsc-usa.com. Questions regarding the Tender
Offers should be directed to Deutsche Bank Securities Inc. at +1 (866) 627-0391 (U.S. Toll Free),
Deutsche Bank AG, London Branch at +44 20 7545 8011, Goldman Sachs & Co. LLC at +44 207 774
4836 (Europe) or +1 (800) 828-3182 (U.S. Toll Free) or Merrill Lynch International at +44 207 996 5420
(Europe) or +1 (888) 292-0070 (U.S. Toll Free) or by email at DG.LM-EMEA@bofa.com.
This announcement is for informational purposed only and shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only
pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
Please see the Offer to Purchase for certain important information on offer restrictions applicable to the
Tender Offers.
Forward-Looking Statements
Statements included in this announcement and the Offer to Purchase regarding the future
expectations of BAT and its subsidiaries (the “BAT Group”), beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical facts are forward-looking statements,
including “forward-looking” statements made within the meaning of the U.S. Private Securities Litigation
These statements are often, but not always, made through the use of words or phrases such as "believe,"
"anticipate," "could," "may," "would," "should," "intend," "plan," "potential," "predict," "will," "expect,"
"estimate," "project," "positioned," "strategy," "outlook," "target" and similar expressions. These include
statements regarding our intentions, beliefs or current expectations concerning, amongst other things, our
results of operations, financial condition, liquidity, prospects, growth, strategies and the economic and
business circumstances occurring from time to time in the countries and markets in which the BAT Group
operates. All such forward-looking statements involve estimates and assumptions that are subject to
risks, uncertainties and other factors. It is believed that the expectations reflected in this announcement
are reasonable, but they may be affected by a wide range of variables that could cause actual results and
performance to differ materially from those currently anticipated. Among the key factors that could cause
actual results to differ materially from those projected in the forward-looking statements are uncertainties
related to the following: the impact of competition from illicit trade; the impact of adverse domestic or
international legislation and regulation; the inability to develop, commercialise and deliver the Group’s
New Categories strategy; adverse litigation and dispute outcomes and the effect of such outcomes on the
Group’s financial condition; the impact of significant increases or structural changes in tobacco, nicotine
and New Categories related taxes; translational and transactional foreign exchange rate exposure;
changes or differences in domestic or international economic or political conditions; the ability to maintain
credit ratings and to fund the business under the current capital structure; the impact of serious injury,
illness or death in the workplace; adverse decisions by domestic or international regulatory bodies;
changes in the market position, businesses, financial condition, results of operations or prospects of the
Group; direct and indirect adverse impacts associated with Climate Change and the move towards a
Circular Economy; and Cyber Security caused by the heightened cyber-threat landscape, the increased
digital interactions with consumers and changes to regulation; and risks related to other factors discussed
or incorporated by reference in the Offer to Purchase, including in the section captioned “Risks and
uncertainties” in the 2023 Half-Year Report and the sections captioned “Group Principal Risks” and
“Group Risk Factors” in the 2022 Form 20-F.
Past performance is no guide to future performance and persons needing advice should consult
an independent financial adviser. The forward-looking statements in this announcement reflect knowledge
and information available at the date of the document and the BAT Group undertakes no obligation to
update or revise these forward-looking statements, whether as a result of new information, future events
or otherwise. Readers are cautioned not to place undue reliance on such forward-looking statements. All
subsequent written or oral forward-looking statements attributable to BAT or any person acting on its
behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this
section of the announcement.
United Kingdom
The communication of the Offer to Purchase by the Offerors and any other documents or
materials relating to the Offers is not being made, and such documents and/or materials have not been
approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets
Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The communication of such
documents and/or materials is exempt from the restriction on financial promotions under section 21 of the
FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are
existing members or creditors of the Offerors or other persons within Article 43 of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons to whom these
documents and/or materials may lawfully be communicated.
Belgium
The Tender Offers do not constitute a public offering within the meaning of Articles 3, §1, 1° and
6, §1, of the Belgian Takeover Law. The Tender Offers are exclusively conducted under applicable
private placement exemptions and has therefore not been, and will not be, notified to, and neither this
Offer to Purchase nor any other document or material relating to the Tender Offers have been, or will be,
approved by the Belgian Financial Services and Markets Authority (Autorité des Services et Marchés
Financiers /Autoriteit voor Financiële Diensten en Markten). Accordingly, the Tender Offers, this Offer to
Purchase, any memorandum, information circular, brochure or any similar documents relating to the
Tender Offers may not be advertised, offered or distributed, directly or indirectly, to any person located
and/or resident in Belgium other than to persons who qualify as “Qualified Investors” in the meaning of
Article 2(e) of the Prospectus Regulation, as referred to in Article 6, §3 of the Belgian Takeover Law, and
who is acting for its own account, or in other circumstances which do not constitute a public offering in
Belgium pursuant to the Belgian Takeover Law. This Offer to Purchase has been issued only for the
personal use of the above Qualified Investors and exclusively for the purpose of the Tender Offers.
Accordingly, the information contained herein may not be used for any other purpose or disclosed to any
other person in Belgium.
France
The Tender Offers are not being made, directly or indirectly, to the public in France. Neither this
Offer to Purchase nor any other documents or offering materials relating to the Tender Offers, has been
or shall be distributed to the public in France and only (i) qualified investors (investisseurs qualifiés) acting
for their own account, other than individuals, and/or (ii) legal entities whose total assets exceed €5 million,
or whose annual turnover exceeds €5 million, or whose managed assets exceed €5 million or whose
average annual headcount exceeds 50, acting for their own account, all as defined in, and in accordance
with, Article 2(e) of the Prospectus Regulation and Articles L.341-2, L.411-2, D.341-1 and D.411-1 of the
French Code monétaire et financier, are eligible to participate in the Tender Offers. This Offer to
Purchase has not been submitted to the clearance procedures (visa) of the Autorité des marchés
financiers.
Italy
None of the Tender Offers, this Offer to Purchase or any other documents or materials relating to
the Tender Offers has been or will be submitted to the clearance procedure of the CONSOB,
pursuant to applicable Italian laws and regulations.
The Tender Offers are being carried out in Italy as exempted offers pursuant to article
101-bis, paragraph 3-bis of the Financial Services Act and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of
the Securities that are a resident of and/or located in Italy can tender the Securities for purchase
through authorized persons (such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 20307 of February 15, 2018, as amended, and Legislative Decree No.
385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations
and with any requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with the Securities or the Tender Offers.
Enquiries:
Investor Relations
Victoria Buxton/Amy Chamberlain/John Harney/Jane Henderson
+44 20 7845 2012/1124/1263/1117
Press Office
+44 (0) 20 7845 2888 (24 hours) / @BATPlc
Sponsor: Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities
Date: 31-07-2023 02:47:00
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