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 Wales
 
98-0207762
     
(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
4.700% Notes due 2027
 
New York Stock Exchange
4.906% Notes due 2030
 
New York Stock Exchange
5.282% Notes due 2050
  New 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: 333-232691

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 Corporation
 
Delaware
 
61-0986865
 
103 Foulk Road
Suite 120
Wilmington, Delaware 19803
U.S.A.
             
B.A.T. International Finance p.l.c.
 
England and Wales
 
98-0402606
 
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
             
B.A.T. Netherlands Finance B.V.
 
The Netherlands
 
Not Applicable
 
Handelsweg 53A
1181 ZA Amstelveen
The Netherlands
             
Reynolds American Inc.
 
North Carolina
 
20-0546644
 
401 North Main Street
Winston-Salem, North
Carolina 27101
U.S.A.

*     B.A.T Capital Corporation is the issuer of the Notes being registered hereunder. The other listed registrants are guarantors of the Notes.



INFORMATION REQUIRED IN REGISTRATION STATEMENT

The registrant has filed with the Securities and Exchange Commission (the “Commission”) a prospectus supplement dated March 30, 2020 (the “Prospectus Supplement”) to a prospectus dated March 27, 2020 (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. 333-232691), which became automatically effective on July 17, 2019, as amended by the Post-Effective Amendment No. 1 thereto, which became automatically effective on March 27, 2020.
.
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 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 Post-Effective Amendment No. 1 to Registration Statement on Form F-3 (File No. 333-232691) filed with the Commission on March 27, 2020, and (ii) the sections captioned “Description of the Notes and the 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
4.3
4.4

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: April 14, 2020
By:
/s/ T. Marroco
 
   
Name:
T. Marroco
 
   
Title:
Director
 
         

 
B.A.T CAPITAL CORPORATION
 
         
Date: April 14, 2020
By:
/s/ N. Wadey
 
   
Name:
N. Wadey
 
   
Title:
Director
 
         
         
 
B.A.T. INTERNATIONAL FINANCE P.L.C.
 
         
Date: April 14, 2020
By:
/s/ N. Wadey
 
   
Name:
N. Wadey
 
   
Title:
Director
 
         

 
B.A.T. NETHERLANDS FINANCE B.V.
 
         
Date: April 14, 2020
By:
/s/ D. Booth
 
   
Name:
D. Booth
 
   
Title:
Director
 
         
       
Date: April 14, 2020
By:
/s/ JEP Bollen
 
   
Name:
JEP Bollen
 
   
Title:
Director
 
     
     
 
REYNOLDS AMERICAN INC.
 
         
Date: April 14, 2020
By:
/s/ John R. Whitener
 
   
Name:
John R. Whitener
 
   
Title:
SVP Controller - Finance & Accounting and Treasurer
 
         

EXHIBIT INDEX

4.1
Indenture, dated September 6, 2019, by and among B.A.T Capital Corporation, the Guarantors party thereto, and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying agent (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on September 6, 2019).

4.2
Supplemental Indenture No. 5, dated April 2, 2020, 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 April 2, 2020).

4.3
Supplemental Indenture No. 6, dated April 2, 2020, 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 April 2, 2020).

4.4
Supplemental Indenture No. 7, dated April 2, 2020, 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 April 2, 2020).





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