Obligation Reynolds American Corporation 6.75% ( US761713AU09 ) en USD

Reynolds American Corporation

100 % ⇌

Etas-Unis

US761713AU09 ( en USD )

6.75% par an ( paiement semestriel )

15/06/2017 - Obligation échue

Prospectus brochure de l'obligation Reynolds American Inc US761713AU09 en USD 6.75%, échue

2 000 USD

700 000 000 USD

761713AU0

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Reynolds American Inc. était une société américaine de tabac, fusionnée avec British American Tobacco en 2017, connue pour des marques comme Camel, Pall Mall et Newport.

L'Obligation émise par Reynolds American Corporation ( Etas-Unis ) , en USD, avec le code ISIN US761713AU09, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2017

L'Obligation émise par Reynolds American Corporation ( Etas-Unis ) , en USD, avec le code ISIN US761713AU09, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Reynolds American Corporation ( Etas-Unis ) , en USD, avec le code ISIN US761713AU09, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Reynolds American Inc.
424B5 1 g07917b5e424b5.htm REYNOLDS AMERICAN INC.
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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)

Floating Rate Senior Secured Notes due
$400,000,000
100%
400,000,000
$12,280
2011

6.750% Senior Secured Notes due 2017

$700,000,000
99.908%

699,356,000
$21,471

7.250% Senior Secured Notes due 2037

$450,000,000
99.409%

447,340,500
$13,734

(1) Calculated in accordance with Rule 457(r).

Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-143827
File Nos. 333-143827-01 -- 333-143827-15
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 18, 2007)

$1,550,000,000

$ 400,000,000 Floating Rate Senior Secured Notes due 2011
$ 700,000,000 6.750% Senior Secured Notes due 2017
$ 450,000,000 7.250% Senior Secured Notes due 2037

This is an offering by Reynolds American Inc. of an aggregate of $400,000,000 Floating Rate Senior Secured Notes due
2011, referred to as the floating rate notes; $700,000,000 6.750% Senior Secured Notes due 2017, referred to as the 2017
notes; and $450,000,000 7.250% Senior Secured Notes due 2037, referred to as the 2037 notes. The floating rate notes, the
2017 notes and the 2037 notes are referred to collectively herein as the notes. Interest is payable on the 2017 notes and
2037 notes on June 15 and December 15 of each year, commencing December 15, 2007. Interest is payable on the floating
rate notes on March 15, June 15, September 15 and December 15 of each year, commencing September 15, 2007. The
floating rate notes mature on June 15, 2011; the 2017 notes mature on June 15, 2017; and the 2037 notes mature on
June 15, 2037.
We may redeem the 2017 notes and the 2037 notes in whole or in part at any time after issuance at the make-whole
amount, as described elsewhere in this prospectus supplement. We may redeem the floating rate notes at any time after
December 15, 2008, on any quarterly interest payment date, by paying 100% of the principal amount redeemed, plus
accrued and unpaid interest to the date of redemption. See "Description of the Notes" beginning on page S-37 of this
prospectus supplement for more information.
The notes will be our senior secured obligations and will rank equally in right of payment with all of our senior debt. We
are pledging certain assets, as described in this prospectus supplement, to secure our obligations under the notes.
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Following the issuance of the notes, these and other assets also will secure our $550 million senior secured revolving
credit facility and our outstanding notes in the aggregate principal amount of $2.731 billion. Upon issuance, the notes will
be unconditionally and irrevocably guaranteed by certain of our domestic subsidiaries, including our material domestic
subsidiaries, which also guarantee our current revolving credit facility and outstanding notes. These guarantors also will
secure the notes and their guarantees thereof with certain of their assets as and to the extent described in this prospectus
supplement.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-15 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 floating

Per 2017
Per 2037

rate note
Total

Note

Total

Note

Total

Public offering price 100.00% $ 400,000,000 99.908% $ 699,356,000 99.409% $ 447,340,500
Underwriting
discounts and
commissions
0.550% $ 2,200,000 0.750% $ 5,250,000 1.000% $ 4,500,000
Proceeds to us before
expenses
99.450% $ 397,800,000 99.158% $ 694,106,000 98.409% $ 442,840,500

RAI 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 21, 2007, 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
Citi
JPMorgan
Lehman
Morgan
Brothers
Stanley

Co-Managers
Mizuho
BNY
Goldman
Scotia Wachovia
Sachs
June 18, 2007
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Reynolds American Inc.

TABLE OF CONTENTS

Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
INDUSTRY DATA

S-1
SUMMARY

S-2
SUMMARY HISTORICAL CONSOLIDATED AND PRO FORMA FINANCIAL DATA

S-8
THE OFFERING
S-

10
RISK FACTORS
S-

15
USE OF PROCEEDS
S-

32
CAPITALIZATION
S-

33
DESCRIPTION OF MATERIAL INDEBTEDNESS
S-

34
DESCRIPTION OF THE NOTES
S-

37
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-

52
UNDERWRITING
S-

55
LEGAL MATTERS
S-

57

Prospectus

Page

REYNOLDS AMERICAN INC

1
ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

1
INDUSTRY DATA

3
USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES

4
DESCRIPTION OF THE DEBT SECURITIES

5
PLAN OF DISTRIBUTION
17
WHERE YOU CAN FIND MORE INFORMATION
17
INCORPORATION BY REFERENCE
17
LEGAL MATTERS
18
EXPERTS
18

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Reynolds American Inc.
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.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the 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 for purposes of this prospectus supplement or the accompanying prospectus 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 the accompanying prospectus.

INDUSTRY DATA
When we make statements in this prospectus supplement and the accompanying prospectus or in information
incorporated herein 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 data from Management Science Associates, Inc.,
referred to as MSAi, and Information Resources, Inc./Capstone Research Inc., collectively referred to as IRI, on
estimates and assumptions that we have made based on that data and on our knowledge of the markets for the products
of our operating subsidiaries. Although we believe our third party sources are reliable, we have not independently
verified market and industry data provided by third parties. Accordingly, we cannot assure you that any of these
assumptions 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 as being precise measurements of actual market share
because IRI is not able to effectively track the volume of all deep-discount cigarette brands. We believe that deep-
discount cigarette brands made by small manufacturers have a combined market share of approximately 13% of U.
S. cigarette industry unit sales. Accordingly, the retail share of market of our operating subsidiaries and their cigarette
brands as reported by IRI may overstate their actual market share. In addition, in 2006, IRI revised its methodology to
better reflect industry dynamics and restated share data only for 2005. The revised methodology by IRI did not have a
material impact on the percentages previously reported.
S-1
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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 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 certain of our wholly owned subsidiaries as follows:

· "Conwood" means Conwood Company, LLC; Conwood Sales Co., LLC; Scott Tobacco LLC and Rosswil
LLC, collectively;

· "Conwood Company" means Conwood Company, LLC;

· "Conwood Holdings" means Conwood Holdings, Inc.;

· "Conwood Sales" means Conwood Sales Co., LLC;

· "FHS" means FHS, Inc.;

· "GMB" means GMB, Inc.;

· "GPI" means R. J. Reynolds Global Products, Inc.;

· "Lane" means Lane, Limited;

· "RJR" means R. J. Reynolds Tobacco Holdings, Inc.;

· "RJR Acquisition" means RJR Acquisition Corp.;

· "RJR Packaging" means RJR Packaging, LLC;

· "RJR Tobacco" means R. J. Reynolds Tobacco Company;

· "RJR Tobacco Co." means R. J. Reynolds Tobacco Co.;

· "Rosswil" means Rosswil LLC;

· "Santa Fe" means Santa Fe Natural Tobacco Company, Inc.; and

· "Scott Tobacco" means Scott Tobacco LLC.

Reynolds American Inc.
General
RAI is a holding company and its operating subsidiaries are RJR Tobacco, Santa Fe, Lane, GPI and Conwood,
which RAI acquired on May 31, 2006. RJR Tobacco is the second largest cigarette manufacturer in the
United States, having an approximately 30% share of the U.S. cigarette retail market in 2006 according to data
from IRI. As of March 31, 2007, RAI's largest selling cigarette brands, CAMEL, KOOL, PALL MALL,
DORAL, WINSTON and SALEM were six of the ten best-selling brands of cigarettes in the United States. Those
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brands, and RJR Tobacco's other brands, including MISTY and CAPRI, are manufactured in a variety of styles
and marketed in the United States to meet a range of adult smoker preferences. RJR Tobacco also manages
contract manufacturing of cigarettes and other tobacco products through arrangements with affiliates of British
American Tobacco p.l.c. Conwood is the second largest smokeless tobacco products manufacturer in the United
States. Conwood's primary brands include its largest selling moist snuff brands, GRIZZLY and KODIAK, two of
the six best-selling brands of moist snuff in the United States, and LEVI GARRETT, a loose leaf brand.
Conwood's other products include dry snuff, plug and twist tobacco products. Conwood's products held the first
or second position in market share in the United States in their respective categories in 2006. Santa Fe
manufactures and markets cigarettes and other tobacco products under the NATURAL AMERICAN SPIRIT
brand. Santa Fe markets its products in the United States, and has a small, but growing, international
S-2
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tobacco business. On January 1, 2007, GPI began managing Santa Fe's international business. GPI also
manufactures and exports cigarettes to U.S. territories, U.S. duty-free shops and U.S. overseas military bases, and
manages a contract manufacturing business. Lane manufactures cigars, roll-your-own and pipe tobacco brands,
including CAPTAIN BLACK tobacco products and, prior to January 1, 2007, distributed DUNHILL and STATE
EXPRESS 555 cigarettes. On January 1, 2007, Conwood began distributing certain of Lane's products, and RJR
Tobacco began distributing DUNHILL and STATE EXPRESS 555 cigarettes.
RAI is a North Carolina corporation. Its principal executive offices are located at 401 North Main Street,
Winston-Salem, North Carolina 27101, and its telephone number is (336) 741-2000.
RAI's Strengths
RAI is a holding company, and through its operating subsidiaries, has a strong market position and extensive
brand recognition in the U.S. cigarette and moist snuff industries. RAI has demonstrated the ability to
consistently generate substantial cash flows through its increasing operating margins, low capital expenditures
and low working capital investments and has established an improved cost structure as the result of productivity
initiatives. From 2003 to 2005, RJR implemented a restructuring program that has led to significant annual cost
savings. RAI and its operating subsidiaries have a demonstrated track record of successful integration, having
achieved substantial annual synergies related to the combination, in July 2004, of the U.S. tobacco business of
Brown & Williamson Holdings, Inc., formerly known as Brown & Williamson Tobacco Corporation and referred
to as B&W, with RJR Tobacco, which combination is referred to (together with RAI's acquisition of Lane, which
occurred as part of this transaction) as the B&W business combination. Net cash from operating activities as a
percentage of net sales increased from 11.0% in 2003 to 17.1% in 2006.
RAI's acquisition of Conwood, which was completed on May 31, 2006, has provided RAI an opportunity to enter
the moist snuff tobacco category and leverage its subsidiaries' existing assets, overall scale, and distribution and
trade relationships in a growing category of the U.S. tobacco industry, with higher margins than those in the
cigarette category. Conwood's products held the first or second position in market share in their respective
categories in 2006.
RJR Tobacco's Marketing Strategy
RJR Tobacco's brand portfolio strategy during 2005 and 2006 included three categories of brands: investment,
selective support and non-support. The investment brands were CAMEL and KOOL, which received significant
resources focused on accelerating their share-of-market growth. The selective support brands included two
premium brands, WINSTON and SALEM, and two value brands, DORAL and PALL MALL, all of which
received limited support in an effort to optimize profitability. The non-support brands, consisting of all remaining
brands, were managed to maximize near-term profitability.
At the beginning of 2007, RJR Tobacco further refined its brand portfolio strategy and modified the three
categories of brands to growth, support and non-support. The growth brands include two premium brands,
CAMEL and KOOL, and a value brand, PALL MALL. Although all of these brands are managed for long-term
accelerated growth and profit, CAMEL and KOOL will continue to receive significant investment support,
consistent with their previous investment brand status. The support brands include three premium brands,
WINSTON, SALEM and CAPRI, and two value brands, DORAL and MISTY, all of which receive limited
support for scale and long-term profit. The non-support brands include all remaining brands and are managed to
maximize near-term profitability. RJR Tobacco expects that, within the next four years, this focused portfolio
strategy will result in growth in total RJR Tobacco share, as gains on growth brands more than offset declines
among other brands.
Conwood's Marketing Strategy

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Conwood's brand portfolio strategy is focused on the development of brand equity and the long-term profitability
of its core smokeless brands, KODIAK and GRIZZLY. The brand strategy calls for investment, and a
commitment to share growth, in the premium moist snuff category and the expansion of Conwood's leadership
position in the price-value moist snuff category.
S-3
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