Filing Details

 

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1	NAMES OF REPORTING PERSONS
	Brown & Williamson Holdings, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			446,668,038
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			446,668,038
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	446,668,038
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	31.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 

 

 

A copy of the Merger Agreement has been included as Exhibit 99.12 to this Amendment No. 4 to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Issuer, BAT or any of their respective subsidiaries or affiliates.  The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures; may not have been intended to be statements of fact, but rather, as a method of allocating contractual risk and governing the contractual rights and relationships between the parties to the Merger Agreement; and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Issuer, BAT or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Issuer’s public disclosures.

It is anticipated that upon the consummation of the Merger, the officers of the Issuer and the directors of the Merger Sub at the effective time of the Merger will become the officers and directors of the surviving corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Upon the consummation of the Merger, the Amended and Restated Articles of Incorporation of the Issuer and the Bylaws of Merger Sub as of the effective time of the Merger will become the Certificate of Incorporation and Bylaws of the surviving corporation until amended in accordance with applicable law.

Upon completion of the Merger, the Common Stock will cease to be quoted on the New York Stock Exchange and will be eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act of 1934.

This summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement filed as Exhibit 99.12 to this Amendment No. 4, and is incorporated by reference in its entirety into this Item 4. A copy of the press release (“Press Release”) issued by BAT on January 17, 2017 announcing the execution of the Merger Agreement is filed as Exhibit 99.14 to this Amendment No. 4, and is incorporated by reference into this Item 4.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Amended Schedule 13D is hereby amended by deleting the last sentence of paragraph (a) thereof and replacing it in its entirety with the following sentence:

The B&W owned shares comprise approximately 31.3% of the outstanding shares of Common Stock, the Louisville owned shares comprise approximately 10.8% of the outstanding shares of Common Stock and the Shares comprise approximately 42.2% of the outstanding shares of Common Stock.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby supplemented by incorporating by reference in its entirety the description of the Facilities Agreement set forth in Item 3 above and the description of the Merger set forth in Item 4 above.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 99.12  Agreement and Plan of Merger, dated January 16, 2017, 2017, by and among British American Tobacco p.l.c., BATUS  Holdings Inc., Flight Acquisition Corporation and Reynolds American Inc.

Exhibit 99.13  Term Loan Facilities Agreement, dated January 16, 2017, 2017, by and among B.A.T. International Finance p.l.c. and B.A.T  Capital Corporation, as original borrowers, BAT, as guarantor, HSBC Bank plc, as agent, HSBC Bank USA, National  Association, as U.S. agent, and the financial institutions party thereto, as mandated lead arrangers and banks

Exhibit 99.14  Press Release, issued by British American Tobacco p.l.c., dated January 17, 2017

 

SIGNATURE

 

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

January 17, 2017

 

	Brown & Williamson Holdings, Inc.
	By:	/s/  Timothy J. Hazlett
		Name:  Timothy J. Hazlett
		Title:  Director

 

 

	Louisville Securities Limited
	By:	/s/  Steve Dale
		Name:  Steve Dale
		Title:  Director

 

	British American Tobacco p.l.c.
	By:	/s/  Nicola Snook
		Name: Nicola Snook
		Title: Company Secretary

 

 

 

Exhibit Number		Description
99.12		Agreement and Plan of Merger, dated January 16, 2017, by and among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporation and Reynolds American Inc.
99.13		Term Loan Facilities Agreement, dated January 16, 2017, by and among B.A.T. International Finance p.l.c. and B.A.T Capital Corporation, as original borrowers, BAT, as guarantor, HSBC Bank plc, as agent, HSBC Bank USA, National Association, as U.S. agent, and the financial institutions party thereto, as mandated lead arrangers and banks
99.14		Press Release, issued by British American Tobacco p.l.c., dated January 17, 2017