Bond Reynolds American Corporation 6.15% ( US761713AZ95 ) in USD

Reynolds American Corporation

98.695 % ▼

United States

US761713AZ95 ( in USD )

6.15% per year ( payment 2 times a year)

14/09/2043

Prospectus brochure of the bond Reynolds American Inc US761713AZ95 en USD 6.15%, maturity 14/09/2043

2 000 USD

550 000 000 USD

761713AZ9

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/09/2025 ( In 124 days )

Reynolds American Inc. was a leading U.S. tobacco company, later acquired by British American Tobacco in 2017.

The Bond issued by Reynolds American Corporation ( United States ) , in USD, with the ISIN code US761713AZ95, pays a coupon of 6.15% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/09/2043

The Bond issued by Reynolds American Corporation ( United States ) , in USD, with the ISIN code US761713AZ95, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Reynolds American Corporation ( United States ) , in USD, with the ISIN code US761713AZ95, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
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424B5 1 d591623d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration File Nos. 333-188791 -- 188791-11
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities Offered

Registered

Per Unit

Offering Price

Registration Fee(1)(2)
4.850% Senior Notes due 2023

$550,000,000

99.922%

$549,571,000

$74,961.48
6.150% Senior Notes due 2043

$550,000,000

99.553%

$547,541,500

$74,684.66
Total

$149,646.14

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
$148,467.20 is paid herewith, which combined with Reynolds American Inc.'s existing balance of $1,178.94, equals the total filing fee of $149,646.14.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated May 23, 2013)
$1,100,000,000

$550,000,000 4.850% Senior Notes due 2023
$550,000,000 6.150% Senior Notes due 2043

This is an offering by Reynolds American Inc. of an aggregate of $550,000,000 4.850% Senior Notes due 2023, referred to as the 2023 notes, and
$550,000,000 6.150% Senior Notes due 2043, referred to as the 2043 notes. The 2023 notes and the 2043 notes are referred to collectively herein as the notes. Interest
is payable on the notes on March 15 and September 15 of each year, commencing March 15, 2014. The 2023 notes mature on September 15, 2023 and the 2043 notes
mature on September 15, 2043.
We may redeem either series of notes in whole or in part at any time after issuance at the applicable redemption price, as described elsewhere in this prospectus
supplement. See "Description of the Notes--Optional Redemption." If we experience specific types of changes of control, we must offer to repurchase the notes.
See "Description of the Notes--Change of Control Repurchase Event."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior indebtedness from time to time
outstanding. Upon issuance, the notes will be fully and unconditionally guaranteed on a senior unsecured basis by certain of our domestic subsidiaries, including our
material domestic subsidiaries, which also guarantee our existing revolving credit facility, term loan and existing notes, and are expected to guarantee our new
revolving credit facility. Any guarantor that is released from its guarantee under our existing revolving credit facility or our new revolving credit facility (or any
replacement or refinancing thereof) also will be released automatically from its guarantee of the notes offered hereby and our existing notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-13 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per 2023 Note

Total

Per 2043 Note

Total

Public offering price

99.922%

$549,571,000
99.553%

$547,541,500
Underwriting discounts

0.650%

$ 3,575,000
0.875%

$ 4,812,500
Proceeds to us before expenses

99.272%

$545,996,000
98.678%

$542,729,000
We will not make application to list the notes on any securities exchange.
We expect that delivery of the notes will be made to purchasers on or about September 17, 2013, through the book-entry system of The Depository Trust Company
for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, Luxembourg.

Joint Book-Running Managers

Citigroup

Goldman, Sachs & Co.

J.P. Morgan
Credit Suisse

Fifth Third Securities, Inc.
Mizuho Securities

RBC Capital Markets

Scotiabank
Senior Co-Managers

Wells Fargo Securities

BNY Mellon Capital Markets, LLC
Co-Managers

The Williams Capital Group, L.P.

PNC Capital Markets LLC
September 12, 2013
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TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
INDUSTRY DATA

S-1
FORWARD-LOOKING STATEMENTS

S-1
SUMMARY

S-4
RISK FACTORS

S-13
USE OF PROCEEDS

S-17
RATIO OF EARNINGS TO FIXED CHARGES

S-18
CAPITALIZATION

S-19
DESCRIPTION OF THE NOTES

S-20
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

S-30
UNDERWRITING (CONFLICTS OF INTEREST)

S-34
INCORPORATION BY REFERENCE

S-38
LEGAL MATTERS

S-38
EXPERTS

S-38
Prospectus

Page
REYNOLDS AMERICAN INC.

1

ABOUT THIS PROSPECTUS

1

FORWARD-LOOKING STATEMENTS

1

INDUSTRY DATA

3

USE OF PROCEEDS

4

RATIO OF EARNINGS TO FIXED CHARGES

4

DESCRIPTION OF THE DEBT SECURITIES

4

PLAN OF DISTRIBUTION

17

WHERE YOU CAN FIND MORE INFORMATION

18

INCORPORATION BY REFERENCE

18

LEGAL MATTERS

19

EXPERTS

19

In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any free writing prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in
this prospectus supplement and the accompanying prospectus is accurate as of the dates on their respective covers. Our business, financial condition, results of
operations and prospects may have changed since those dates. Neither the delivery of this prospectus supplement and the accompanying prospectus nor any
sale made hereunder shall under any circumstance imply that the information in this prospectus supplement is correct as of any date subsequent to the date on
the cover of this prospectus supplement or that the information contained in the accompanying prospectus is correct as of any date subsequent to the date on
the cover of the accompanying prospectus.

i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and certain other matters
relating to Reynolds American Inc., referred to as RAI. The second part is the accompanying prospectus, which gives more general information about debt securities we
may offer from time to time.
You should read both this prospectus supplement and the accompanying prospectus, together with the documents incorporated by reference and the additional
information described below under the heading "Where You Can Find More Information" in the accompanying prospectus before investing in the notes.
If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement.
Any statement made in this prospectus supplement or the accompanying prospectus or in a document incorporated or deemed to be incorporated by reference in
this prospectus supplement or the accompanying prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or therein or in
any other subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus supplement or the accompanying
prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a
part of this prospectus supplement or the accompanying prospectus. See "Incorporation by Reference" in this prospectus supplement.
INDUSTRY DATA
When we make statements in this prospectus supplement about the position of our operating subsidiaries in their respective industries or about their market share,
we are making statements of our belief. This belief is based on: domestic retail share of market data reported by SymphonyIRI Group, Inc. and Capstone Research Inc.,
collectively referred to as IRI/Capstone, and processed and managed by another third party vendor (Management Science Associates, Inc., referred to as MSAi);
domestic cigarette shipment volume data from MSAi; estimates and assumptions that we have made based on that data; and our knowledge of the markets for the
products of our operating subsidiaries. IRI/Capstone and MSAi are the primary sources of market share and volume data, respectively, relating to the cigarette and
tobacco industry. Although we believe IRI/Capstone and MSAi are reliable sources (subject to the limitations stated in the following paragraph), we have not
independently verified their data. Accordingly, we cannot assure you that any of our assumptions based on this data are accurate or that our assumptions correctly reflect
the position of our operating subsidiaries in their industries.
You should not rely on the market share data reported by IRI/Capstone as being precise measurements of actual market share because IRI/Capstone uses a sample
and projection methodology that does not track all volume and trade channels. Accordingly, the retail share of the U.S. cigarette market of RJR Tobacco and its brands
as reported by IRI/Capstone may overstate or understate their actual market share. Moreover, you should be aware that in a product market experiencing overall
declining consumption, like the U.S. cigarette market, a particular product can experience increasing market share relative to competing products, yet still be subject to
declining consumption volumes.
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, together with the documents incorporated by reference herein or therein, contain or incorporate by
reference forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to future events or the future
financial performance of RAI and its subsidiaries. Forward-looking information includes statements relating to

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future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates,
outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management and other matters. You can
find many of these statements by looking for words like "believes," "expects," "anticipates," "estimates," "may," "should," "could," "plan," "intend" or similar
expressions in this prospectus supplement, the accompanying prospectus or in documents incorporated by reference in this prospectus supplement or the accompanying
prospectus.
These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by these forward-looking
statements. You should understand that various factors, in addition to those discussed elsewhere in this prospectus supplement, the accompanying prospectus and in the
documents referred to and incorporated by reference in this prospectus supplement or the accompanying prospectus, could affect the future results of RAI and its
subsidiaries and could cause results to differ materially from those expressed in these forward-looking statements, including:

·
the information appearing under the caption "Risk Factors" included in this prospectus supplement, in RAI's most recent annual report on Form 10-K and

in any updates to the risk factors in any quarterly or other report RAI files subsequently to such annual report;

·
the substantial and increasing taxation and regulation of tobacco products, including the regulation of tobacco products by the U.S. Food and Drug

Administration, referred to as the FDA;

·
the possibility that the FDA will issue regulations prohibiting menthol as a flavor in cigarettes or mint or wintergreen as a flavor in smokeless tobacco

products;

·
the possibility that the FDA will issue regulations extending the FDA's authority over tobacco products to electronic cigarettes, subjecting electronic

cigarettes to restrictions on, among other things, the manufacturing, marketing and sale of such products;

·
decreased sales resulting from the future issuance of "corrective communications," required by the order in United States v. Philip Morris USA Inc. on

five subjects, including smoking and health, and addiction;

·
various legal actions, proceedings and claims relating to the sale, distribution, manufacture, development, advertising, marketing and claimed health

effects of tobacco products that are pending or may be instituted against RAI or its subsidiaries;

·
the possibility of being required to pay various adverse judgments in the Engle v. R.J. Reynolds Tobacco Co. progeny and/or other litigation;

·
the substantial payment obligations with respect to cigarette sales, and the substantial limitations on the advertising and marketing of cigarettes (and of

RJR Tobacco's smoke-free tobacco products), under settlement agreements with various states resolving state health-care cost recovery claims, including
the master settlement agreement;

·
the possibility that the arbitration award partially resolving disputes relating to the non-participating manufacturer adjustment provision under the master

settlement agreement will be vacated or otherwise modified;

·
the continuing decline in volume in the U.S. cigarette industry and RAI's dependence on the U.S. cigarette industry;

·
concentration of a material amount of sales with a single customer or distributor;

·
competition from other manufacturers, including industry consolidations or any new entrants in the marketplace;

·
increased promotional activities by competitors, including manufacturers of deep-discount cigarette brands;

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·
the success or failure of new product innovations, including the electronic cigarette, VUSE, which is manufactured and distributed by an RAI subsidiary;

·
the success or failure of acquisitions or dispositions, which RAI or its subsidiaries may engage in from time to time;

·
the responsiveness of both the trade and consumers to new products, marketing strategies and promotional programs;

·
the ability to achieve efficiencies in the businesses of RAI's operating companies without negatively affecting financial or operating results;

·
the reliance on a limited number of suppliers for certain raw materials;

·
the cost of tobacco leaf, and other raw materials and other commodities used in products;

·
the effect of market conditions on interest rate risk, foreign currency exchange rate risk and the return on corporate cash;

·
changes in the financial position or strength of lenders participating in RAI's existing or new revolving credit facility;

·
the impairment of goodwill and other intangible assets, including trademarks;

·
the effect of market conditions on the performance of pension assets or any adverse effects of any new legislation or regulations changing pension expense

accounting or required pension funding levels;

·
the substantial amount of RAI debt;

·
the credit ratings assigned to RAI, and to the senior unsecured long-term debt and, if applicable, the existing or new revolving credit facility of RAI;

·
restrictive covenants imposed under RAI's debt agreements;

·
the possibility of natural or man-made disasters or other disruptions that may adversely affect manufacturing or other operations and other facilities;

·
the significant ownership interest of Brown & Williamson Holdings, Inc., referred to as B&W, RAI's largest shareholder, in RAI and the rights of B&W

under the governance agreement between the companies;

·
the expiration of the standstill provisions of the governance agreement on July 30, 2014;

·
a termination of the governance agreement or certain provisions of it in accordance with its terms, including the limitations on B&W's representation on

RAI's board of directors and its board committees;

·
RAI's shareholder rights plan (which, generally, will expire on July 30, 2014) not applying to B&W's parent, British American Tobacco p.l.c., referred to

as BAT, except in limited circumstances; and

·
the expiration of the non-competition agreement between RAI and BAT on July 30, 2014.
Due to these uncertainties and risks, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this
prospectus supplement. All subsequent written or oral forward-looking statements attributable to RAI or any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section. RAI does not undertake any obligation to release publicly any revisions to these forward-
looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, except as may be required under
applicable U.S. securities law.

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SUMMARY
The following summary may not contain all the information that may be important to you. You should read this entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference herein and therein before making an investment decision.
Unless otherwise indicated, references to "RAI," "we," "us" and "our" refer to Reynolds American Inc. and not to any of its existing or future subsidiaries.
We refer to our operating segments as follows:

·
"American Snuff" means the operating segment comprised of the primary operations of American Snuff Company, LLC;

·
"RJR Tobacco" means the operating segment comprised of the primary operations of R. J. Reynolds Tobacco Company; and

·
"Santa Fe" means the operating segment comprised of the primary operations of Santa Fe Natural Tobacco Company, Inc.
In addition, references to:

·
"RJR" means RAI's direct, wholly owned subsidiary, R.J. Reynolds Tobacco Holdings, Inc.;

·
"B&W" means Brown & Williamson Holdings, Inc., RAI's largest shareholder; and

·
"BAT" means British American Tobacco p.l.c., B&W's parent.
Reynolds American Inc.
General
RAI is a holding company whose reportable operating segments include the second largest cigarette manufacturer in the United States, RJR Tobacco; the
second largest smokeless tobacco products manufacturer in the United States, American Snuff; and the manufacturer of the fastest growing super-premium cigarette
brand, Santa Fe. Niconovum AB and Niconovum USA, Inc., marketers of nicotine replacement therapy products in Sweden and the United States, respectively,
under the ZONNIC brand name, and R. J. Reynolds Vapor Company, a manufacturer and distributor of electronic cigarettes under the VUSE brand name, among
other RAI subsidiaries, are included in the All Other segment.
RJR Tobacco's brands include many of the best-selling cigarettes in the United States: CAMEL, PALL MALL, WINSTON, KOOL, DORAL and SALEM.
Those brands, and its other brands, including MISTY and CAPRI, are manufactured in a variety of styles and marketed in the United States. RJR Tobacco also
manages contract manufacturing of cigarettes and tobacco products through arrangements with BAT affiliates, manages the export of tobacco products to certain
U.S. territories, U.S. duty-free shops and U.S. overseas military bases and manages super premium brands DUNHILL and STATE EXPRESS 555, which are
licensed from BAT. RJR Tobacco had an approximate 27% share of the U.S. cigarette market in 2012 according to data from IRI/Capstone.
RJR Tobacco's portfolio also includes CAMEL Snus, a modern smoke-free tobacco product. CAMEL Snus is heat-treated tobacco in individual pouches
that provide convenient tobacco consumption.
RJR Tobacco primarily conducts business in the highly competitive U.S. cigarette market, which has a few large manufacturers and many smaller
participants. The U.S. cigarette market is a mature market in which overall consumer demand has declined since 1981 and is expected to continue to decline.
Profitability of the U.S. cigarette industry and RJR Tobacco continues to be adversely impacted by decreases in consumption, increases in state excise taxes and
governmental regulations and restrictions, such as marketing limitations, product standards and ingredients legislation.

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American Snuff's primary products include its largest selling moist snuff brands, GRIZZLY, in the price-value category, and KODIAK, in the premium
category. Based on data from IRI/Capstone, American Snuff's retail share of market of U.S. moist snuff was approximately 32% in 2012, and GRIZZLY's share
was approximately 29% and 27% in 2012 and 2011, respectively. American Snuff increased the tobacco processing capacity at its Clarksville, Tennessee facility
during 2011 and commenced production at its new manufacturing facility in Memphis, Tennessee in 2012.
In contrast to the declining U.S. cigarette market, U.S. moist snuff volumes have grown in recent years. Profit margins on moist snuff products are generally
higher than on cigarette products. We believe moist snuff's growth is partially attributable to cigarette smokers switching from cigarettes to smokeless tobacco
products or using both.
Santa Fe manufactures and markets cigarettes and other tobacco products under the NATURAL AMERICAN SPIRIT brand.
RAI is a North Carolina corporation. B&W owns approximately 42% of RAI's outstanding common stock. RAI's principal executive offices are located at
401 North Main Street, Winston-Salem, North Carolina 27101, and its telephone number is (336) 741-2000.
Strategy
RAI's strategy is focused on transforming tobacco in anticipation of shifts in consumer preferences to deliver sustainable earnings growth, strong cash flow
and enhanced long-term shareholder value. This transformation strategy includes: growing the core cigarette and moist-snuff businesses; focusing on innovation,
including developing modern smoke-free tobacco products; and exploring nicotine replacement treatments and other opportunities for adult tobacco consumers
while maintaining efficient and effective operations.
Our strategy encourages the migration of adult smokers to smoke-free tobacco products, and other products which we believe aligns consumer preferences
for new alternatives to traditional tobacco products in view of societal pressure to reduce public smoking. RAI's operating companies facilitate this migration
through innovation, including the development of CAMEL Snus, tobacco extract products, heat-not-burn cigarettes, electronic cigarettes and nicotine replacement
therapy technologies.
RAI remains committed to maintaining high standards of corporate governance and business conduct in a high performing culture.
Marketing
RJR Tobacco and American Snuff are committed to building and maintaining a portfolio of profitable brands. Their marketing programs are designed to
strengthen brand image, build brand awareness and loyalty and switch adult smokers and adult smokeless tobacco consumers of competing brands to RJR Tobacco
and American Snuff brands.
RJR Tobacco's cigarette brand portfolio strategy is based upon three brand categories: growth, support and non-support. The growth brands consist of a
premium brand, CAMEL, and a value brand, PALL MALL. Although both of these brands are managed for long-term market share and profit growth, we anticipate
that CAMEL will continue to receive the most significant support. CAMEL Snus is also focused on long-term growth.
The support brands include four premium brands, WINSTON, KOOL, SALEM and CAPRI, and two value brands, DORAL and MISTY, all of which
receive limited marketing support. The non-support brands, consisting of all other brands, are managed to maximize near-term profitability. The key objectives of
the portfolio strategy

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are designed to focus on the long-term market share growth of the growth brands while managing the support brands for long-term sustainability and profitability.
Consistent with that strategy, RJR Tobacco has discontinued many of its non-core cigarette styles as well as private-label cigarette brands.
In addition to building strong brand equity, RJR Tobacco's marketing approach utilizes a retail pricing strategy, including discounting at retail, to defend
certain brands' shares of market against competitive pricing pressure. RJR Tobacco's competitive pricing methods may include list price changes, discounting
programs, such as retail and wholesale buydowns, periodic price reductions, off-invoice price reductions, dollar-off promotions and consumer coupons. Retail
buydowns refer to payments made to the retailer to reduce the price that consumers pay at retail. Consumer coupons generally are distributed by a variety of
methods, including in, or on, the cigarette pack and by direct mail.
American Snuff's GRIZZLY brand is the leading moist snuff brand in the U.S., based on information from IRI/Capstone. American Snuff is focusing on
growing market share and profit margin on its GRIZZLY branded products through equity-building initiatives and promotions. American Snuff also offers
GRIZZLY pouches, which provide pre-measured portions that are more convenient than traditional, loose moist snuff. GRIZZLY's pouch styles accounted for
approximately 38% of the pouch segment at June 30, 2013, based on data from IRI/Capstone.
Santa Fe's cigarette brand, NATURAL AMERICAN SPIRIT, is a super-premium brand priced at a higher premium compared with most other competitive
brands, and is differentiated from key competitors through its use of all natural, additive-free tobacco.
New Revolving Credit Facility
In August 2013, RAI executed a commitment letter, including a term sheet, with certain lenders to provide a new syndicated unsecured revolving loan credit
facility, referred to as the new revolving credit facility. It is expected that the new revolving credit facility will provide for an aggregate borrowing amount of up to
$1.0 billion, which amount may be increased prior to closing, with an option post-closing to increase such facility, at the discretion of the lenders, by an additional
$250 million above the aggregate facility amount at closing pursuant to an "accordion" feature. It is anticipated that the new revolving credit facility will be
entered into by October 31, 2013, have a four-year maturity date and be available for working capital and other general corporate purposes, including but not
limited to refinancing of existing indebtedness, litigation bonding and payment of judgments. The new revolving credit facility will replace RAI's existing
revolving credit facility, which currently provides for a maximum aggregate borrowing amount of up to $750 million and matures on July 29, 2015.
It is expected that the new revolving credit facility will have provisions and covenants substantially similar to those in the existing revolving credit facility.
Any summary of the terms of the new revolving credit facility in this prospectus supplement, however, is based on the commitment letter and RAI's current
expectations, and such terms are subject to change in the final credit documentation. The completion of the new revolving credit facility is subject to, among other
customary conditions, securing sufficient loan commitments from the lenders, and the negotiation and execution of final credit documentation. There is no assurance
that the conditions to completing the new revolving credit facility will be satisfied.

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The Offering

Issuer
Reynolds American Inc.

Notes Offered
The offering will consist of:

· $550,000,000 initial principal amount of 4.850% Senior Notes due 2023, which mature on

September 15, 2023; and

· $550,000,000 initial principal amount of 6.150% Senior Notes due 2043, which mature on

September 15, 2043.

The notes are being issued pursuant to RAI's indenture dated May 31, 2006, as supplemented,
referred to as the 2006 indenture.

Interest Payment Dates
March 15 and September 15 of each year, commencing March 15, 2014.

Interest Rates
The 2023 notes bear interest at the rate of 4.850% per annum and the 2043 notes bear interest at the
rate of 6.150% per annum. See "Description of the Notes--Interest."

Minimum Denominations
The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof. See "Description of the Notes--General."

Guarantees
Upon issuance, payment of principal and interest on the notes will be jointly, severally, fully and
unconditionally guaranteed on a senior unsecured basis by certain direct and indirect domestic
subsidiaries of RAI, including RAI's material domestic subsidiaries. These same entities guarantee
RAI's existing notes in the current aggregate principal amount of approximately $4.9 billion (certain
of which RAI intends to redeem or repurchase with the net proceeds of this offering), its term loan in
the current principal balance of $150 million and its existing $750 million revolving credit facility
(under which no borrowings, and $6 million of letters of credit, were outstanding as of June 30,
2013). It is expected that these same entities will guarantee RAI's new revolving credit facility,
which is anticipated to have a borrowing amount at closing of up to $1.0 billion, which amount may
be increased prior to closing.

Each subsidiary of RAI that, in the future, guarantees RAI's obligations under its existing or its new
revolving credit facility (or any replacement or refinancing thereof) will guarantee RAI's obligations
under the debt securities issued under the 2006 indenture, including the notes offered hereby and

RAI's existing notes. Any guarantor that is released from its guarantee under RAI's existing or new
revolving credit facility (or any replacement or refinancing thereof) also will be released
automatically from its guarantee of the debt securities issued under the 2006 indenture, including the
notes offered hereby and RAI's existing notes.

See "Description of the Notes--The Guarantees."

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