英美烟草美股招股说明书(2025-03-13版)

$1,000,000,0005.350% Notes due 2032$1,000,000,000 5.625% Notes due 2035$500,000,000 6.250% Notes due 2055 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. B.A.T Capital Corporation (“BATCAP” or the “Issuer”), a corporation incorporated in the State of Delaware, is offering $1,000,000,000 aggregate principal amount of5.350% notes due 2032 (the “2032 Notes”), $1,000,000,000 aggregate principal amount of 5.625% notes due 2035 (the “2035 Notes”) and $500,000,000 aggregate principalamount of 6.250% notes due 2055 (the “2055 Notes” and, together with the 2032 Notes and the 2035 Notes, the “Notes”). The 2032 Notes will mature on August 15,2032,the 2035 Notes will mature on August 15, 2035 and the 2055 Notes will mature on August 15,2055. The Notes will be unsecured senior obligations of BATCAP and will befully and unconditionally guaranteed on a senior and unsecured and joint and several basis (each, a “Guarantee” and, together, the “Guarantees”) by British AmericanTobacco 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 governing the Notes (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 Issued under the 2019 and 2020 Indentures” in theaccompanying prospectus. Interest on the Notes will be payable semi-annually in arrear on February 15 and August 15 of each year, commencing on August 15, 2025. The 2032 Notes will bear interestat a rate of 5.350% per annum, the 2035 Notes will bear interest at a rate of 5.625% per annum and the 2055 Notes will bear interest at a rate of6.250% per annum. The Issuer may redeem the Notes of a series, in whole or in part, at any time at the applicable redemption price for the Notes of such series described under the heading“Description of the Notes and the Guarantees—Redemption—Optional Redemption”. On or after June 15, 2032, with respect to the 2032 Notes (two months prior to thematurity date of the 2032 Notes), or May 15, 2035, with respect to the 2035 Notes (three months prior to the maturity date of the 2035 Notes), or,February 15, 2055, withrespect to the 2055 Notes (six months prior to the maturity date of the 2055 Notes), the Issuer may redeem the relevant Notes, in whole or in part, at any time at a redemptionprice equal to 100% of the principal amount of such Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, as described under“Description of the Notes and the Guarantees—Redemption—Optional Redemption”. 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 ofsecurities with no established trading market. We intend to apply to list each series of Notes on the New York Stock Exchange (“NYSE”). No assurance can be given thatsuch 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 pageS-10of thisprospectus supplement, page2of the accompanying prospectus and in the documents incorporated by reference herein and therein before you make an investment in theNotes. 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, includingEuroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”), on or aboutMarch 13, 2025. Joint Book-Running Managers TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE NOTES AND THE GUARANTEESBOOK-ENTRY, DELIVERY AND FORM OF SECURITIESMATERIAL NETHERLANDS INCOME TAX CONSIDERATIONSUNDERWRITINGEXPENSESLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSRISK FACTORSCOMPANY INFORMATIONWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCEUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIES AND GUARANTEES ISSUED UNDER THE 2022 INDENTUREDESCRIPTION OF DEBT SECURITIES AND GUARANTEES ISSUED UNDER THE 2019 AND 2020 INDENTURESDESCRIPTION OF DEBT SECURITIES AND GUARANTEES ISSUED UNDER THE 2017 INDENTUREPLAN OF DISTRIBUTIONCERTAIN TAX CONSIDERATIONSCERTAIN ERISA CONSIDERATIONSLEGAL MATTERSEXPERTS Rather