Bond Reynolds American Corporation 5.85% ( US761713BB19 ) in USD

Reynolds American Corporation

92.124 % ▼

United States

US761713BB19 ( in USD )

5.85% per year ( payment 2 times a year)

14/08/2045

Prospectus brochure of the bond Reynolds American Inc US761713BB19 en USD 5.85%, maturity 14/08/2045

761713BB1

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/08/2025 ( In 93 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 US761713BB19, pays a coupon of 5.85% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/08/2045

The Bond issued by Reynolds American Corporation ( United States ) , in USD, with the ISIN code US761713BB19, 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 US761713BB19, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
CALCULATION OF REGISTRATION FEE

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

be Registered

Per Unit
Offering Price
Registration Fee(1)(2)
2.300% Senior Notes due 2018

$1,250,000,000

99.983%

1,249,787,500.00

$ 145,225.31
3.250% Senior Notes due 2020

$1,250,000,000

99.982%

1,249,775,000.00

$ 145,223.86
4.000% Senior Notes due 2022

$1,000,000,000

99.861%

998,610,000.00

$ 116,038.48
4.450% Senior Notes due 2025

$2,500,000,000

99.697%

2,492,425,000.00

$ 289,619.79
5.700% Senior Notes due 2035

$ 750,000,000

99.558%

746,685,000.00

$ 86,764.80
5.850% Senior Notes due 2045

$2,250,000,000

99.476%

2,238,210,000.00

$ 260,080.00
Total

$1,042,952.23

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
$1,042,952.23 is paid herewith.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration File Nos. 333-188791 -- 188791-11
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 23, 2013)
$9,000,000,000

$1,250,000,000 2.300% Senior Notes due 2018

$2,500,000,000 4.450% Senior Notes due 2025
$1,250,000,000 3.250% Senior Notes due 2020

$ 750,000,000 5.700% Senior Notes due 2035
$1,000,000,000 4.000% Senior Notes due 2022

$2,250,000,000 5.850% Senior Notes due 2045

This is an offering by Reynolds American Inc., referred to as RAI, of an aggregate of $1,250,000,000 2.300% Senior Notes due 2018, referred to as the 2018 notes, $1,250,000,000 3.250%
Senior Notes due 2020, referred to as the 2020 notes, $1,000,000,000 4.000% Senior Notes due 2022, referred to as the 2022 notes, $2,500,000,000 4.450% Senior Notes due 2025, referred to as
the 2025 notes, $750,000,000 5.700% Senior Notes due 2035, referred to as the 2035 notes, and $2,250,000,000 5.850% Senior Notes due 2045, referred to as the 2045 notes. The 2018 notes, the
2020 notes, the 2022 notes, the 2025 notes, the 2035 notes and the 2045 notes are referred to collectively herein as the notes. Interest is payable on the 2018 notes, the 2020 notes, the 2022 notes
and the 2025 notes on June 12 and December 12 of each year, commencing December 12, 2015. Interest is payable on the 2035 notes and the 2045 notes on February 15 and August 15 of each
year, commencing August 15, 2015. The 2018 notes mature on June 12, 2018, the 2020 notes mature on June 12, 2020, the 2022 notes mature on June 12, 2022, the 2025 notes mature on June
12, 2025, the 2035 notes mature on August 15, 2035 and the 2045 notes mature on August 15, 2045.

RAI, Lorillard, Inc., referred to as Lorillard, and a wholly owned subsidiary of RAI have entered into an Agreement and Plan of Merger dated as of July 15, 2014, referred to as the merger
agreement, providing for the merger of RAI's merger subsidiary with and into Lorillard, referred to as the Lorillard merger, with Lorillard surviving as a wholly owned subsidiary of RAI, subject
to the terms and conditions set forth in the merger agreement. See "The Lorillard Transactions." We intend to use the net proceeds of this offering, together with the other sources of funds
described in this prospectus supplement, to finance the cash portion of the consideration payable by RAI to the Lorillard shareholders in the Lorillard merger, among other uses. See "Use of
Proceeds."

The Lorillard merger and the other proposed transactions contemplated by the merger agreement, referred to as the Lorillard transactions, have not been completed as of the date of this
prospectus supplement, and this offering is not conditioned upon completion of any of the Lorillard transactions. RAI currently expects the Lorillard transactions to be completed on or about June
12, 2015. The Lorillard transactions are, however, subject to customary closing conditions, and RAI cannot guarantee that the Lorillard transactions will be completed on or about such date, or at
all. If the Lorillard merger is not completed on or prior to January 15, 2016, or the merger agreement is terminated on or at any time prior to such date, we will be required to redeem all of the
notes of each series at a redemption price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest to but excluding the redemption date, as described under the
heading "Description of the Notes--Special Mandatory Redemption."

We may redeem any series of notes in whole or in part at any time after issuance as described under the heading "Description of the Notes--Optional Redemption." If we experience a
change of control repurchase event, we must offer to repurchase the notes as described under the heading "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
bridge credit facility entered into in connection with the Lorillard transactions, existing notes and revolving credit facility.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-25 of this prospectus supplement.

Neither the U.S. 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.

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Per 2018
Per 2020
Per 2022
Per 2025
Per 2035
Per 2045

Note

Total

Note

Total

Note

Total

Note

Total

Note
Total

Note

Total

Public offering
price(1)

99.983% $1,249,787,500
99.982% $1,249,775,000
99.861% $998,610,000
99.697% $2,492,425,000 99.558% $746,685,000
99.476% $2,238,210,000
Underwriting
discounts

0.350% $
4,375,000
0.600% $
7,500,000
0.625% $
6,250,000
0.650% $
16,250,000
0.875% $
6,562,500
0.875% $
19,687,500
Proceeds to us
before
expenses

99.633% $1,245,412,500
99.382% $1,242,275,000
99.236% $992,360,000
99.047% $2,476,175,000 98.683% $740,122,500
98.601% $2,218,522,500
(1) Plus accrued interest, if any, from and including June 12, 2015, if delivery occurs after that date.

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 June 12, 2015, through the book-entry system of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank SA/NV, and Clearstream Banking, société anonyme, Luxembourg.

Joint Book-Running Managers

Citigroup
J.P. Morgan

Credit Suisse
Goldman, Sachs & Co.
Mizuho Securities

RBC Capital Markets
Scotiabank
Fifth Third Securities

Co-Managers

Wells Fargo
PNC Capital
BNY Mellon
The Williams
Securities

Markets LLC

Capital Markets, LLC

Capital Group, L.P.

June 9, 2015
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
GLOSSARY

S-1
INDUSTRY DATA

S-4
FORWARD-LOOKING STATEMENTS

S-4
SUMMARY

S-9
RISK FACTORS
S-

25
USE OF PROCEEDS
S-

41
RATIO OF EARNINGS TO FIXED CHARGES
S-

42
CAPITALIZATION
S-

43
THE LORILLARD TRANSACTIONS
S-

45
RAI UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
S-

50
DESCRIPTION OF THE NOTES
S-

66
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-

79
UNDERWRITING
S-

84
INCORPORATION BY REFERENCE
S-

89
LEGAL MATTERS
S-

89
EXPERTS
S-

89
Prospectus

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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. RAI's and Lorillard's 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
Table of Contents
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., including information regarding the Lorillard transactions as described in this prospectus supplement. 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 herein
and the additional information described under the heading "Where You Can Find More Information" in the accompanying prospectus before investing in
the notes.

If the description of this 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.

GLOSSARY

Unless otherwise indicated, references to "RAI," "we," "us" and "our" refer to Reynolds American Inc., a North Carolina corporation, and not to
any of its existing or future subsidiaries. In addition, references to:

· "American Snuff" means the RAI reportable operating segment comprised of the primary operations of American Snuff Company, LLC, a

Delaware limited liability company;

· "asset purchase agreement" means the Asset Purchase Agreement, dated as of July 15, 2014, as it may be amended from time to time, among

RAI, Imperial Sub and Imperial;

· "B&W" means Brown & Williamson Holdings, Inc., a Delaware corporation and wholly owned subsidiary of BAT and RAI's largest

shareholder;

· "BAT share purchase" means the proposed subscription and purchase by BAT, directly or indirectly through one or more of its wholly owned

subsidiaries, of a number of shares of RAI common stock such that BAT, directly or indirectly through its affiliates, will maintain its
approximately 42% beneficial ownership interest in RAI immediately following completion of the Lorillard merger;
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· "BAT" means British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales and B&W's parent;

· "bridge credit facility" means the Bridge Credit Agreement, dated as of September 23, 2014, among RAI, JPMorgan Chase Bank, N.A., as
Administrative Agent, Citibank, N.A., as Syndication Agent, J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as Joint Lead

Arrangers and Joint Bookrunners, and the lending institutions party thereto providing for a 364-day senior unsecured term loan in the aggregate
principal amount of up to $9.0 billion. Upon completion of the Lorillard merger, all unborrowed commitments to extend loans under the bridge
credit facility will terminate;

· "consent agreement" means the Agreement Containing Consent Order, resolving the FTC's allegations that RAI's proposed acquisition of

Lorillard would violate federal antitrust laws, accepted for public comment by the FTC on May 26, 2015;

S-1
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· "divestiture" means the transactions contemplated by the asset purchase agreement and the transfer agreement pursuant to which the transferred

assets will be acquired by Imperial Sub;

· "Exchange Act" means the Securities Exchange Act of 1934, as amended;

· "FDA" means the U.S. Food and Drug Administration;

· "FTC" means the U.S. Federal Trade Commission;

· "governance agreement" means the governance agreement, dated as of July 30, 2004, as amended, among RAI, BAT and B&W;

· "HSR Act" means the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

· "Imperial Sub" means ITG Brands, LLC, a Texas limited liability company and wholly owned subsidiary of Imperial (formerly known as

Lignum-2, L.L.C.);

· "Imperial" means Imperial Tobacco Group PLC, a public limited company incorporated under the laws of England and Wales;

· "Joint Proxy Statement/Prospectus" means the joint proxy statement/prospectus filed by RAI and Lorillard with the SEC on December 22, 2014;

· "Lorillard" means Lorillard, Inc., a Delaware corporation, and its successors;

· "Lorillard merger" means the proposed merger of merger sub with and into Lorillard, with Lorillard surviving as a wholly owned subsidiary of

RAI, pursuant to the merger agreement;

· "Lorillard Tobacco" means Lorillard's direct, wholly owned subsidiary, Lorillard Tobacco Company, a Delaware corporation, and its successors;

· "Lorillard Tobacco credit facility" means the Credit Agreement, dated as of July 10, 2012, among Lorillard Tobacco as borrower, Lorillard as
guarantor, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as Joint

Bookrunners and Joint Lead Arrangers, Wells Fargo Bank, National Association, as Syndication Agent, Barclays Bank PLC, the Royal Bank of
Scotland PLC and Fifth Third Bank, as Documentation Agents, and the lending institutions party thereto;

· "Lorillard Tobacco indenture" means the indenture, dated June 23, 2009, as supplemented, pursuant to which the Lorillard Tobacco notes were

issued;

· "Lorillard Tobacco merger" means the proposed merger of Lorillard Tobacco with and into RJR Tobacco, with RJR Tobacco surviving as a

direct, wholly owned subsidiary of RJR, contemplated to occur shortly after the completion of the Lorillard merger;

· "Lorillard Tobacco notes" means the existing notes of Lorillard Tobacco, guaranteed by Lorillard, in the aggregate outstanding principal amount

of $3.5 billion;

· "Lorillard transactions" means the Lorillard merger and the other proposed transactions contemplated by the merger agreement, including the

divestiture and the BAT share purchase;

· "Lorillard transferred assets" means certain assets currently owned by Lorillard subsidiaries, related to the electronic cigarette brands blu eCIGS
and SKYCIG and the cigarette brand MAVERICK, as well as Lorillard's owned and leased real property, including its manufacturing, research

and development facilities and headquarters in Greensboro, North Carolina and the tobacco receiving and storage facilities in Danville, Virginia,
and certain transferred employees;

· "merger agreement" means the Agreement and Plan of Merger, dated as of July 15, 2014, as it may be amended from time to time, among RAI,

Lorillard and merger sub;

· "merger consideration" means the consideration, per share of Lorillard common stock, payable by RAI to the Lorillard shareholders in the

Lorillard merger, consisting of:

0.2909 of a fully paid and nonassessable share of RAI common stock, plus

S-2
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$50.50 in cash;

· "merger sub" means RAI's direct, wholly owned subsidiary, Lantern Acquisition Co., a Delaware corporation;

· "master settlement agreement" means the Master Settlement Agreement, dated as of November 23, 1998, among 46 U.S. states, the District of

Columbia and five U.S. territories and various tobacco manufacturers, including RJR Tobacco, B&W and Lorillard Tobacco, resolving various
state health-care cost recovery claims;

· "RAI exchange notes" means newly issued notes of RAI to be offered in exchange for existing Lorillard Tobacco notes in the RAI exchange

offers and to be issued pursuant to the RAI indenture;

· "RAI exchange offers" means RAI's planned offers to issue, in private offerings, the RAI exchange notes in the aggregate principal amount of up
to $3.5 billion in exchange for the outstanding Lorillard Tobacco notes, to the extent the Lorillard Tobacco notes are held by qualified

institutional buyers (as defined in Rule 144A under the Securities Act) or by holders that are not U.S. persons (as defined in Regulation S under
the Securities Act), and the related solicitations of consents from the Lorillard Tobacco noteholders to amend the Lorillard Tobacco indenture, in
each case subject to the completion of the Lorillard transactions and certain other conditions;

· "RAI indenture" means RAI's indenture dated May 31, 2006, as supplemented, pursuant to which the notes offered hereby are being issued and

pursuant to which RAI's existing notes have been issued;

· "RAI transferred assets" means certain assets currently owned by RAI subsidiaries related to the cigarette brands WINSTON, KOOL and

SALEM (and, if acquired by Imperial Sub under the terms of the asset purchase agreement, DORAL);

· "revolving credit facility" means the Credit Agreement, dated as of December 18, 2014, among RAI, JPMorgan Chase Bank, N.A., as

Administrative Agent, Citibank, N.A., as Syndication Agent, and the various Documentation Agents, Joint Lead Arrangers, Joint Bookrunners
and lending institutions party thereto, providing for a five-year, $2.0 billion unsecured senior revolving credit facility;

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

· "RJR Tobacco" means RAI's indirect, wholly owned subsidiary, R. J. Reynolds Tobacco Company, a North Carolina corporation, or, from time

to time as the context requires, the RAI reportable operating segment that consists principally of the primary operations of R. J. Reynolds
Tobacco Company;

· "Santa Fe" means the RAI reportable operating segment comprised of the domestic operations of Santa Fe Natural Tobacco Company, Inc., a

New Mexico corporation;

· "SEC" means the U.S. Securities and Exchange Commission;

· "Securities Act" means the U.S. Securities Act of 1933, as amended;

· "state settlement agreements" means (1) the master settlement agreement and (2) the other settlement agreements entered into prior to the master

settlement agreement between major U.S. cigarette manufacturers and the states of Mississippi, Florida, Texas and Minnesota, resolving various
state health-care cost recovery claims;

· "subscription agreement" means the subscription and support agreement, dated as of July 15, 2014, as it may be amended from time to time,

among BAT, RAI and B&W;

· "transfer agreement" means the transfer agreement, dated as of July 15, 2014, as it may be amended from time to time, between Lorillard and

Imperial Sub;

· "transferred assets" means the RAI transferred assets and the Lorillard transferred assets; and

S-3
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· "U.S. Department of Justice case" means the United States v. Philip Morris USA Inc. case brought against RJR Tobacco, B&W, Lorillard and

other tobacco companies in 1999, in which a remedial order was issued requiring the defendants to issue "corrective communications" on five
subjects, including smoking and health, and addiction.

INDUSTRY DATA

When we make statements in this prospectus supplement regarding the industry position of our operating subsidiaries and Lorillard's operating
subsidiaries or regarding their respective market share (or the market share of their brands), 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 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 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
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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 methodology that does not track all volume and trade channels. Accordingly, the retail share of the U.S. tobacco industry as reported by
IRI/Capstone for particular brands may overstate or understate 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. All retail share results of RAI's operating subsidiaries appearing or incorporated by reference in this
prospectus supplement are based on a revised IRI/Capstone model, which measures retail share in stores representing trade channels where the majority of
tobacco industry products are sold and resource investments are made. This model was effective in the first quarter of 2014, and further revised in the
second quarter of 2014, at the request of RJR Tobacco, to better reflect retail sales through these trade channels. Retail share results reported by the
revised IRI/Capstone model cannot be meaningfully compared to previously reported share results provided by the previous model.

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 statements include, without limitation, statements relating
to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses,
interest rates, outcome of litigation and other contingencies, potential increased regulation, 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, in the
accompanying prospectus and in the

S-4
Table of Contents
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. These risks and uncertainties
include:

· 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 FDA;

· the possibility that the FDA will issue regulations restricting or prohibiting menthol in cigarettes, which will have a greater impact on the

businesses of RAI and its subsidiaries if RAI completes the Lorillard transactions;

· the possibility that the FDA will require the reduction of nicotine levels or the reduction or elimination of other constituents in cigarettes;

· the possibility that the FDA will issue regulations extending the FDA's authority over tobacco products to e-cigarettes, subjecting e-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 the U.S. Department of Justice case;

· 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, Lorillard or their respective subsidiaries;

· the possibility that reports from the U.S. Surgeon General regarding the negative health consequences associated with cigarette smoking and

second-hand smoke may result in additional litigation and/or regulation;

· the possibility of being required to pay various adverse judgments in the Engle v. R.J. Reynolds Tobacco Co. progeny cases 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 smokeless tobacco products) under the state settlement agreements;

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

master settlement agreement, referred to as the 2003 NPM adjustment, will be vacated or otherwise modified;

· the possibility that the arbitration award with respect to the states found to be non-diligent in connection with the 2003 NPM adjustment will be

vacated or otherwise modified;

· the continuing decline in volume in the U.S. cigarette industry and dependence by RAI and its subsidiaries on the U.S. cigarette industry and

premium and super premium brands, which dependence will continue if the Lorillard merger is completed;

· concentration of a material amount of sales with a limited number of customers and potential loss of these customers, which concentration with

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respect to the largest customer of RAI's operating subsidiaries will continue following the Lorillard merger;

· competition from other manufacturers, including industry consolidations or any new entrants in the marketplace, such as Imperial if it acquires

the brands and other assets it has agreed to purchase in the divestiture from RAI and Lorillard and their respective subsidiaries;

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

S-5
Table of Contents

· the success or failure of new product innovations, including the digital vapor cigarette, VUSE;

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

transactions;

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

· the reliance on outside suppliers to manage certain non-core business processes;

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

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

· the passage of new federal or state legislation or regulations;

· the effect of market conditions on interest rate risk, foreign currency exchange rate risk and the return on corporate cash, or adverse changes in

liquidity in the financial markets;

· 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

and postretirement benefits accounting or required pension funding levels;

· the substantial amount of RAI debt and the additional debt to be incurred and assumed in connection with the Lorillard merger, including the

notes offered hereby;

· the possibility of decreases in the credit ratings assigned to RAI, and to the senior unsecured long-term debt of RAI, including the impact on

RAI's credit ratings of the additional indebtedness assumed or incurred in connection with the Lorillard merger (including the notes offered
hereby);

· the possibility of changes in RAI's historical dividend policy;

· the restrictive covenants imposed under RAI's debt agreements;

· the possibility of natural or man-made disasters or other disruptions, including disruptions in information technology systems or security

breaches, that may adversely affect manufacturing or other operations and other facilities or data;

· the loss of key personnel or difficulties recruiting and retaining qualified personnel;

· the inability to adequately protect intellectual property rights;

· the significant ownership interest of B&W, RAI's largest shareholder, in RAI and the rights of B&W under the governance agreement;

· the expiration of the standstill provisions of the governance agreement, and the expiration of RAI's shareholder rights plan, on July 30, 2014;

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

representation on RAI's board and its board committees;

· the expiration of the non-competition agreement between RAI and BAT on July 30, 2014; and

· additional risks, contingencies and uncertainties associated with the Lorillard transactions that could result in the failure of the Lorillard

transactions to be completed or, if completed, to have an adverse effect on the results of operations, cash flows and financial position of RAI and
its subsidiaries and/or the failure to realize any anticipated benefits of the Lorillard transactions to RAI shareholders, including:

the obligation to complete the Lorillard merger and divestiture even if financing is not available or is available on terms other than those

currently anticipated, including financing less favorable to RAI than its current commitments, including the bridge credit facility and the
revolving credit facility, due to the absence of a financing condition in connection with the Lorillard merger;

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the obligation to complete the Lorillard merger and divestiture even if there are adverse governmental developments with respect to menthol

in cigarettes, and once the Lorillard merger and the divestiture are completed, the effect of adverse governmental developments on RAI's
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subsidiaries' sales of products that contain menthol which will represent a substantial portion of RAI's consolidated net sales;

the failure to satisfy required closing conditions or complete the Lorillard merger and divestiture in a timely manner;

the possibility of selling the transferred assets, including the brands currently expected to be divested, or which otherwise might be divested,

on terms less favorable than the divestiture, due to the absence in the merger agreement of a condition to the consummation of the Lorillard
merger that the divestiture be completed;

the possibility of having to include RJR Tobacco's DORAL brand as part of the divestiture;

the effect of the proposed Lorillard merger and divestiture on the ability to retain and hire key personnel and maintain business relationships,
and on operating results and businesses generally;

the effect of restrictions placed on RAI's, Lorillard's or their respective subsidiaries' business activities and the limitations put on RAI's and
Lorillard's ability to pursue alternatives to the Lorillard merger pursuant to the merger agreement and asset purchase agreement;

the possibility of a delay or prevention of the Lorillard merger by lawsuits challenging the Lorillard merger filed against RAI, the members of
the RAI board of directors, Lorillard, the members of the Lorillard board of directors and BAT;

the reliance of RJR Tobacco on Imperial Sub to manufacture NEWPORT on RJR Tobacco's behalf for a period of time after the
consummation of the Lorillard merger and the divestiture;

RAI's obligations to indemnify Imperial Sub for specified matters and to retain certain liabilities related to the transferred assets;

the failure to realize projected synergies and cost savings and other benefits from the Lorillard merger and divestiture;

the incurrence of significant pre- and post-transaction related costs in connection with the Lorillard transactions; and

the occurrence of any event giving rise to the right of a party to terminate any of the Lorillard transactions;

· additional risks, contingencies and uncertainties associated with the offering of the notes that could result in a loss to noteholders, including:

the deviation of actual financial results of RAI and Lorillard and their respective subsidiaries on a combined basis from those reflected in
"RAI Unaudited Pro Forma Condensed Combined Financial Statements";

the structural subordination of the notes and guarantees to claims of creditors of non-guarantor subsidiaries of RAI and the guarantors, as the
case may be;

the effective subordination of the notes and guarantees to any secured indebtedness;

the possibility of the termination of guarantees of the notes without the consent of noteholders;

the possibility that the guarantees of the notes would not be given effect by a court;

the lack of cross-default provisions in the RAI indenture;

differences in the change of control repurchase provisions of the notes from provisions in RAI's bridge credit facility and revolving credit

facility, and certain series of existing notes, which may result in an acceleration of indebtedness or triggering of a repurchase obligation under
such other indebtedness, but not under the notes offered hereby;

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the possibility that RAI might not have sufficient cash to repurchase the notes if the change of control repurchase provisions or the special
mandatory redemption provisions were triggered;

the lack of an existing trading market for the notes; and

the net proceeds of this offering not being placed in escrow pending application, as described in this prospectus supplement.

Due to these uncertainties and risks, you are cautioned not to place undue reliance on the forward-looking statements included or incorporated by
reference in this prospectus supplement, which speak only as of the date they were made. 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 prospectus supplement 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. This prospectus
supplement uses defined terms. In general, defined terms used herein have the respective meanings assigned to them under the heading "Glossary"
beginning on page S-1.

Reynolds American Inc.

RAI is a North Carolina corporation and a holding company whose reportable operating segments include the primary operations of RJR
Tobacco, the second largest tobacco company in the United States; American Snuff, the second largest smokeless tobacco products manufacturer in
the United States; and Santa Fe, the manufacturer of the leading super-premium cigarette brand. R. J. Reynolds Vapor Company, a manufacturer and
marketer of digital vapor cigarettes in the United States, Niconovum AB and Niconovum USA, Inc., marketers of nicotine replacement therapy
products in Sweden and the United States, respectively, under the ZONNIC brand name, SFR Tobacco International GmbH and various foreign
affiliated subsidiaries, which distribute Santa Fe's NATURAL AMERICAN SPIRIT brand outside of the United States, among other RAI
subsidiaries, are included in the All Other segment.

BAT, directly or indirectly through one or more of its subsidiaries or affiliates, owns approximately 42% of RAI's outstanding common stock
and, as a result of the BAT share purchase, which is described herein and is one of the Lorillard transactions, will continue to own approximately 42%
of RAI's outstanding common stock immediately after the completion of the Lorillard transactions. 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.

RJR Tobacco's brands include two of the best-selling cigarettes in the United States: CAMEL and PALL MALL. These brands, and its other
brands, including WINSTON, KOOL, DORAL, SALEM, MISTY and CAPRI, are manufactured in a variety of styles and marketed in the United
States. RJR Tobacco's portfolio also includes a smoke-free tobacco product, CAMEL Snus, which is heat-treated tobacco in individual pouches that
provide convenient tobacco consumption, and its recently introduced REVO cigarette, which utilizes heat-not-burn technology. RJR Tobacco
manages contract manufacturing of cigarette and tobacco products through arrangements with BAT affiliates, and manages the export of tobacco
products to certain U.S. territories, U.S. duty-free shops and U.S. overseas military bases. RJR Tobacco also manages the super-premium cigarette
brands, DUNHILL and STATE EXPRESS 555, which are licensed from BAT. RJR Tobacco had an approximate 26.5% share of the U.S. cigarette
market in 2014 according to data from IRI/Capstone.

If the divestiture, which is described herein and is one of the Lorillard transactions, of the RAI transferred assets and the Lorillard transferred
assets to Imperial Sub is completed, WINSTON, KOOL and SALEM (and, if acquired by Imperial Sub under the terms of the asset purchase
agreement, DORAL), will be transferred to Imperial Sub. In addition, in connection with the Lorillard merger, NEWPORT will be added to the
brand portfolio of RAI's operating companies. See "The Lorillard Transactions."

Lorillard, Inc.

Lorillard, including its subsidiaries and affiliates, is the third largest manufacturer of cigarettes in the United States. Founded in 1760, Lorillard
is the oldest continuously operating tobacco company in the United States. NEWPORT, Lorillard's flagship premium cigarette brand, is the top
selling menthol and second largest selling cigarette brand overall in the United States based on domestic shipment volume data from MSAi for 2014.
The NEWPORT brand, which includes both menthol and non-menthol product offerings, accounted for approximately 86.5% of Lorillard's
consolidated net sales for the fiscal year ended December 31, 2014. In

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addition to the NEWPORT brand, Lorillard's product line has four additional brand families marketed under the KENT, TRUE, MAVERICK, and
OLD GOLD brand names. These five brands include 45 different product offerings which vary in price, taste, flavor, length and packaging. In 2014,
Lorillard shipped 39.0 billion cigarettes, all of which were sold in the United States and certain U.S. possessions and territories.

Lorillard, through its other subsidiaries, is also a leading global electronic cigarette company, with products marketed under the blu eCIGS and
SKYCIG brands. NEWPORT, KENT, TRUE, MAVERICK, OLD GOLD, blu eCIGS and SKYCIG are the registered trademarks of Lorillard and its
subsidiaries.

If the divestiture is completed, the Lorillard transferred assets, including MAVERICK, blu eCIGS and SKYCIG, will be transferred to Imperial
Sub. See "The Lorillard Transactions." In addition, in connection with the Lorillard merger, NEWPORT will be added to the brand portfolio of
RAI's operating companies.

The Lorillard Transactions

The Lorillard Merger

On July 15, 2014, RAI, merger sub and Lorillard entered into the merger agreement, pursuant to which RAI agreed to acquire Lorillard in the
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Lorillard merger, for cash and stock consideration of approximately $25.9 billion (based on the closing price of RAI common stock on June 9, 2015,
and 360.3 million outstanding shares of Lorillard common stock at March 31, 2015), including required cash payments for outstanding Lorillard
stock options and stock appreciation rights. Upon completion of the Lorillard merger, each share of Lorillard common stock (other than treasury
shares held by Lorillard and any shares of Lorillard common stock owned by any Lorillard subsidiary, RAI or merger sub) automatically will be
converted into the right to receive (1) 0.2909 of a fully paid and nonassessable share of RAI common stock plus (2) $50.50 in cash.

We intend to use the net proceeds of this offering, together with the other sources of funds described under the heading "Use of Proceeds," to
finance the cash portion of the merger consideration, the unpaid fees and expenses incurred in connection with the Lorillard transactions, the cash out
of certain Lorillard equity awards, the payment of certain change of control payments as contemplated by the merger agreement and the repayment of
any amounts outstanding under the Lorillard Tobacco credit facility that will be terminated in connection with the completion of the Lorillard merger.
The Lorillard merger has not been completed as of the date of this prospectus supplement, and this offering is not conditioned upon completion of the
Lorillard merger or any other Lorillard transactions.

The Divestiture

In connection with entry into the merger agreement, on July 15, 2014, RAI entered into the asset purchase agreement and Lorillard entered into
the transfer agreement, in each case with Imperial Sub, and, for certain limited purposes of the asset purchase agreement, Imperial, pursuant to
which, subject to the closing of the Lorillard merger and other conditions, Imperial Sub will acquire (1) the RAI transferred assets, consisting of
certain assets owned by RAI subsidiaries or affiliates, related to the cigarette brands WINSTON, KOOL and SALEM (and, if acquired by Imperial
Sub under the terms of the asset purchase agreement, DORAL), and (2) the Lorillard transferred assets, consisting of certain assets currently owned
by Lorillard subsidiaries or affiliates, related to the electronic cigarette brands blu eCIGS and SKYCIG and the cigarette brand MAVERICK, as well
as Lorillard's owned and leased real property, including its manufacturing, research and development facilities and headquarters in Greensboro,
North Carolina and tobacco receiving and storage facilities in Danville, Virginia, and certain transferred employees, together with certain associated
liabilities.

Pursuant to the transfer agreement, certain Lorillard transferred assets, including Lorillard's Greensboro facility, Lorillard's Danville facility,
collective bargaining agreements that Lorillard is a party to and the related

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pension plan and certain liabilities will be transferred by Lorillard subsidiaries to Imperial Sub immediately prior to the closing of the Lorillard
merger. The remaining transferred assets, including all of the RAI transferred assets, and certain related assumed liabilities, will be transferred to
Imperial Sub by RAI subsidiaries or affiliates immediately after the closing of the Lorillard merger. The purchase price for the transferred assets and
certain related liabilities divested in the divestiture is $7.056 billion, which, after deducting estimated applicable income taxes, is currently estimated
to provide RAI $4.4 billion in cash. Under the merger agreement, the Lorillard merger is not conditioned upon the completion of the divestiture, but
the consent agreement with the FTC requires that the divestiture occur on the closing date of the Lorillard merger.

The BAT Share Purchase

In connection with the merger agreement and asset purchase agreement, on July 15, 2014, BAT, RAI's largest shareholder, and RAI entered
into the subscription agreement, pursuant to which BAT, directly or indirectly through one or more of its wholly owned subsidiaries, will subscribe
for and purchase, at a price of approximately $4.7 billion in the aggregate, shares of RAI common stock sufficient to maintain BAT's approximately
42% beneficial ownership in RAI. The completion of the BAT share purchase is conditioned upon the completion of the Lorillard merger, but the
Lorillard merger is not conditioned upon the completion of the BAT share purchase.

Approvals; Conditions; Termination

The shareholders of RAI, Lorillard and Imperial have given the approvals required to complete the Lorillard transactions, the FTC has accepted
for public comment the consent agreement (on terms that do not require RAI or its affiliates to divest assets beyond what they have agreed to divest
in the asset purchase agreement) resolving the FTC's allegations that RAI's proposed acquisition of Lorillard would violate federal antitrust laws and
the waiting period relating to the Lorillard merger under the HSR Act has expired. In addition, the court in the U.S. Department of Justice case has
entered an order subjecting Imperial Sub and certain of its affiliates to the final judgment and remedial order in that case with respect to certain of the
transferred assets, which was a condition to completion of the divestiture. Consequently, the significant conditions to the completion of the Lorillard
transactions have been satisfied, and RAI currently expects the Lorillard transactions to be completed on or about June 12, 2015. The Lorillard
transactions are, however, subject to additional customary closing conditions, and RAI cannot guarantee that the Lorillard transactions will in fact be
completed on or about such date, or at all.

The merger agreement contains certain termination rights for each of RAI and Lorillard, including the right of each of RAI and Lorillard to
terminate the merger agreement if the Lorillard merger has not been completed by July 15, 2015, subject to an automatic six-month extension if, on
July 15, 2015, antitrust-related temporary restraining orders, preliminary injunctions, judgments or similar legal restraints are in place, but all other
closing conditions have been satisfied.

This offering is not conditioned upon the completion of the Lorillard transactions. If, however, the Lorillard merger is not completed on or prior
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Document Outline

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