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British American Tobacco - Tender Offer - Launch

British American Tobacco Announces $2.9bn Capped Debt Tender Offer


31 JULY 2023


Full announcement including full disclosures and disclaimers available via SEC


"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)."


(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.


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