英美烟草美股招股说明书(2026-08-04版)

B.A.T Capital Corporation$750,000,000 5.300% Notes due 2033$750,000,000 5.550% Notes due 2036 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 $750,000,000 aggregateprincipal amount of 5.300% notes due 2033 (the “2033 Notes”) and $750,000,000 aggregate principal amount of 5.550% notes due 2036 (the “2036Notes” and, together with the 2033 Notes, the “Notes”). The 2033 Notes will mature on August 5,2033 and the 2036 Notes will mature on August 5,2036. The Notes will be unsecured senior obligations of BATCAP and will be fully and unconditionally guaranteed on a senior and unsecured andjoint and several basis (each, a “Guarantee” and, together, the “Guarantees”) by British American Tobacco p.l.c. (“BAT” or the “Parent” and, togetherwith its subsidiaries, the “BAT Group”), B.A.T. International Finance p.l.c. (“BATIF”), B.A.T. Netherlands Finance B.V. (“BATNF”) and, unless itsGuarantee 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 and2020 Indentures” in the accompanying prospectus. Interest on the Notes will be payable semi-annually in arrear on February 5 and August 5 of each year, commencing on February 5, 2027. The 2033Notes will bear interest at a rate of 5.300% per annum and the 2036 Notes will bear interest at a rate of 5.550% 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 describedunder the heading “Description of the Notes and the Guarantees—Redemption—Optional Redemption”. On or after June 5, 2033, with respect to the2033 Notes (two months prior to the maturity date of the 2033 Notes), or, May 5, 2036, with respect to the 2036 Notes (three months prior to thematurity date of the 2036 Notes), the Issuer may redeem the relevant Notes, in whole or in part, at any time at a redemption price equal to 100% ofthe 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 Notesare new issues of securities 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 that such 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 onpageS-10of this prospectus supplement, page2of the accompanying prospectus and in the documents incorporated by reference herein and thereinbefore you make an investment in the Notes. Per 2033 NoteTotal for 2033 NotesPer 2036 NoteTotal for 2036 Notes (1)Plus accrued interest, if any, from August 5, 2026. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of thisprospectus 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 itsparticipants, including Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”), on or about August 5, 2026. 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 SECURITIESCERTAIN TAX CONSIDERATIONSUNDERWRITINGEXPENSESLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUS1RISK FACTORS2COMPANY INFORMATION8WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE10USE OF PROCEEDS12DESCRIPTION OF DEBT SECURITIES AND GUARANTEES ISSUED UNDER THE 2022 INDENTURE13DESCRIPTION OF DEBT SECURITIES AND GUARANTEES ISSUED UNDER THE 2019 AND 2020 INDENTURES30DESCRIPTION OF DEBT SECURITIES AND GUARANTEES ISSUED UNDER THE 2017 INDENTURE47PLAN OF DISTRIBUTION62CERTAIN TAX CONSIDERATIONS64CERTAIN ERISA CONSIDERATIONS79LEGAL MATTERS81EXPERTS82ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES83 Rather than repeat certain information in this prospectus supplement that we have already included in reports filed with the SEC, weare incorporating this information by reference,