8-A12B 1 closing-form8xa.htm 8-A12B Document

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 Wales98-0207762
(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
6.343% Notes due 2030New York Stock Exchange
6.421% Notes due 2033New York Stock Exchange
7.079% Notes due 2043New York Stock Exchange
7.081% Notes due 2053New York Stock Exchange
5.931% Notes due 2029New 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:
333-265958
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 CorporationDelaware61-0986865
103 Foulk Road
Suite 120
Wilmington, Delaware 19803
U.S.A.
B.A.T. International Finance p.l.c.England and Wales98-0402606Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
B.A.T. Netherlands Finance B.V.The NetherlandsNot ApplicableHandelsweg 53A
1181 ZA Amstelveen
The Netherlands
Reynolds American Inc.North Carolina20-0546644401 North Main Street
Winston-Salem, North
Carolina 27101
U.S.A.
* B.A.T Capital Corporation is the issuer of the 6.343% Notes due 2030, 6.421% Notes due 2033, 7.079% Notes due 2043 and the 7.081% Notes due 2053 (collectively the “BATCAP Notes”) being registered hereunder. B.A.T. International Finance p.l.c. is the issuer of the 5.931% Notes due 2029 (the “BATIF Notes” and, together with the BATCAP Notes, the “Notes”) being registered hereunder. The other listed registrants are guarantors of the Notes. In addition, the BATCAP Notes are also guaranteed by B.A.T. International Finance p.l.c. and the BATIF Notes are also guaranteed by B.A.T Capital Corporation.


INFORMATION REQUIRED IN REGISTRATION STATEMENT
The registrant has filed with the Securities and Exchange Commission (the “Commission”) a prospectus supplement dated July 31, 2023 (the “Prospectus Supplement”) to a prospectus dated July 1, 2022 (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. 333-265958), which became automatically effective on July 1, 2022.
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 and 2020 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 Registration Statement on Form F-3 (File No. 333-265958) filed with the Commission on July 1, 2022, and (ii) the sections captioned “Description of the BATCAP Notes and the BATCAP Notes Guarantees”, “Description of the BATIF Notes and the BATIF Notes 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
4.4
4.5
4.6
4.7
4.8


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: August 2, 2023By:/s/ T. Marroco
Name:   T. Marroco
Title:     Chief Executive
B.A.T CAPITAL CORPORATION
Date: August 2, 2023
By:/s/ T. Derr
Name:   T. Derr
Title:     Secretary
B.A.T. INTERNATIONAL FINANCE P.L.C.
Date: August 2, 2023
By:/s/ N. Wadey
Name:   N. Wadey
Title:     Director
B.A.T. NETHERLANDS FINANCE B.V.
Date: August 2, 2023
By:/s/ JEP Bollen
Name:   JEP Bollen
Title:     Director
By:/s/ HMJ Lina
Name:   HMJ Lina
Title:     Director
REYNOLDS AMERICAN INC.
Date: August 2, 2023
By:/s/ A.B. Petitt
Name:   A.B. Petitt
Title:     Treasurer


EXHIBIT INDEX
4.1
4.2
4.4
Supplemental Indenture No. 16, dated as of August 2, 2023, 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 August 2, 2023).
4.5Supplemental Indenture No. 17, dated as of August 2, 2023, 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 August 2, 2023).
4.6Supplemental Indenture No. 18, dated as of August 2, 2023, 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 August 2, 2023).
4.7Supplemental Indenture No. 19, dated as of August 2, 2023, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.4 to Form 6-K filed by British American Tobacco p.l.c. on August 2, 2023).
4.8Supplemental Indenture No. 3, dated as of August 2, 2023, by and among B.A.T. International Finance p.l.c., the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.5 to Form 6-K filed by British American Tobacco p.l.c. on August 2, 2023).