This statement constitutes Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D (the “Original Schedule 13D” and, as amended, the “Amended Schedule 13D”) filed with the Securities and Exchange Commission on June 19, 2015, amended by Amendment No. 1 filed on July 26, 2016, Amendment No. 2 filed on September 15, 2016, Amendment No. 3 filed on October 21, 2016, Amendment No. 4 filed on January 17, 2017 and Amendment No. 5 filed on June 8, 2017, relating to the shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of Reynolds American Inc., a North Carolina corporation (the “Issuer”), beneficially owned by Brown & Williamson Holdings, Inc. (“B&W”), BATUS Holdings Inc. (“BATUS”), Louisville Securities Limited (“Louisville”) and British American Tobacco p.l.c. (“BAT”). This Amendment No. 6 amends the Amended Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Amended Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 6 have the meanings assigned to them in the Amended Schedule 13D, except that the term “BAT Entities” shall be deemed to include each of the entities identified on Schedule A attached hereto.
ITEM 2. IDENTITY AND BACKGROUND
Paragraphs (a), (b) and (c) of Item 2 of the Amended Schedule 13D are hereby deleted in their entirety and replaced with the following:
This statement is being filed jointly by B&W, BATUS, Louisville and BAT (together, the “Reporting Persons”). Each of the Reporting Persons is party to that certain Joint Filing Agreement, as amended by that certain Joinder Agreement, as further described in Item 6.
The name, state or other place of organization and address of the principal office of each of the Reporting Persons and the other BAT Entities are set forth on Schedule A attached hereto and are incorporated herein by reference. The principal business of the BAT Entities is the manufacture, sale and marketing of cigarettes, roll your own and make your own tobacco, cigars, snus and a range of innovative new tobacco and nicotine based products such as e-cigarettes, medicinal nicotine products and tobacco heating products.
The name, citizenship, business address, present principal occupation or employment, and the name, business address and principal business of any corporation or other organization in which such employment is conducted, of each director and executive officer of the BAT Entities (collectively referred to herein as the “BAT Directors and Officers”) are set forth on Schedule B attached hereto and incorporated herein by reference.
Paragraph (d) of Item 2 of the Amended Schedule 13D is hereby deleted in its entirety and replaced with the following:
During the last five years, neither any of the BAT Entities nor, to the knowledge of the Reporting Persons, any of the directors of BAT, members of the management board of the BAT Group, or directors and executive officers of B&W, BATUS and Louisville, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), except for Ricardo Oberlander, who, together with British American Tobacco France (“BAT France”), was found by the Court of First Instance of the Judicial District of Nanterre, France to have violated French criminal law relating to the illegal advertising of tobacco or tobacco products in his capacity as President of BAT France on October 5, 2012. Mr. Oberlander was found guilty on the basis that, as the President of BAT France, he was primarily involved in the campaign at issue. Mr. Oberlander was ordered to pay a sum of 5,000 euro in relation to such criminal charges and was also ordered to pay, jointly with BAT France, 20,000 euro in damages and interest and 2,000 euro in relation to the corresponding civil action brought by the association The Rights of Non-Smokers (Les Droits des Non-Fumeurs). On September 12, 2013, the criminal chamber of the Court of Appeal of Versailles confirmed the criminal conviction decided in first instance against Mr. Oberlander.
Paragraph (e) of Item 2 of the Amended Schedule 13D is hereby deleted in its entirety and replaced with the following:
During the last five years, neither any of the BAT Entities nor, to the knowledge of the Reporting Persons, any of the directors of BAT, members of the management board of the BAT Group, or directors and executive officers of B&W, BATUS and Louisville, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Amended Schedule 13D is hereby amended to add the following at the end thereof:
The description of the Stock Purchase Agreement and the Contribution Agreement set forth in Item 4 below is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Amended Schedule 13D is hereby amended to add the following at the end thereof:
On July 19, 2017, Louisville transferred the Louisville owned shares to BATUS at a price per share equal to approximately 0.0018 duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $1,000 per share, of BATUS pursuant to a Stock Purchase Agreement, dated July 19, 2017, between Louisville and BATUS (the “Stock Purchase Agreement”). Following the transfer of the Louisville owned shares from Louisville to BATUS, BATUS contributed the Louisville owned shares to B&W, pursuant to a Contribution Agreement, dated July 19, 2017, between BATUS and B&W (the “Contribution Agreement”). As a result of these two transactions (collectively, the “Transfers”), B&W holds 42.2% of the outstanding shares of Common Stock.
A copy of the Stock Purchase Agreement is filed herewith as Exhibit 99.15 and incorporated herein by reference. A copy of the Contribution Agreement is filed herewith as Exhibits 99.16 and incorporated herein by reference. The foregoing descriptions of the Stock Purchase Agreement and the Contribution Agreement are qualified in their entirety by reference to the Stock Purchase Agreement and the Contribution Agreement, respectively, filed herewith.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a), (b) and (c) of Item 5 of the Amended Schedule 13D are hereby deleted in their entirety and replaced with the following:
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(a)
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See items 7 through 13 on the cover pages to the Amended Schedule 13D. B&W is the holder of record of the Shares. B&W is a wholly owned subsidiary of BATUS, which is a wholly owned subsidiary of Louisville. Louisville is a wholly owned subsidiary of British-American Tobacco (Holdings) Limited, which is a wholly owned subsidiary of B.A.T. Industries p.l.c., which is a wholly owned subsidiary of Weston (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2012) Limited, which is a wholly owned subsidiary of British American Tobacco (1998) Limited, which is a wholly owned subsidiary of BAT. Each of BATUS, Louisville, British-American Tobacco (Holdings) Limited, B.A.T. Industries p.l.c., Weston (2009) Limited, British American Tobacco (2009) Limited, British American Tobacco (2012) Limited, British American Tobacco (1998) Limited and BAT may be considered to be a beneficial owner of the Shares by virtue of its direct and indirect ownership of all of the equity and voting power of B&W. The Shares comprise approximately 42.2% of the outstanding shares of Common Stock (based on 1,426,125,631 shares of Common Stock outstanding as of July 14, 2017).
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(b)
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See items 7 through 13 on the cover pages to the Amended Schedule 13D. B&W has power both to dispose of and exercise the voting rights attributable to the Shares. Because B&W is a wholly owned subsidiary of BATUS, Louisville, British-American Tobacco (Holdings) Limited, B.A.T. Industries p.l.c., Weston (2009) Limited, British American Tobacco (2009) Limited, British American Tobacco (2012) Limited, British American Tobacco (1998) Limited and BAT, these BAT Entities may be deemed to control B&W and therefore share voting power and investment power with respect to the Shares. See Item 2 of the Amended Schedule 13D for information on the BAT Entities.
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(c)
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The description of the Transfers set forth in Item 4 above is incorporated herein by reference. Except for the Transfers, none of the Reporting Persons has effected any transaction in shares of the Common Stock during the last 60 days.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Amended Schedule 13D is hereby supplemented by incorporating by reference in its entirety the description of the Stock Purchase Agreement and the Contribution Agreement set forth in Item 4 above and amended to add the following at the end thereof:
On July 19, 2017, each of the Reporting Persons entered into a Joinder Agreement (the “Joinder Agreement”) to the Joint Filing Agreement, originally dated as of June 19, 2015 (the “Joint Filing Agreement”), pursuant to which BATUS agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each party of statements on the Amended Schedule 13D, and any amendments thereto, with respect to the Common Stock. A copy of the Joint Filing Agreement was filed as Exhibit 99.1 to the Original Schedule 13D and is incorporated herein by reference. A copy of the Joinder Agreement is filed herewith as Exhibit 99.17 and incorporated herein by reference. The foregoing description of the Joinder Agreement is qualified in its entirety by reference to the Joinder Agreement, filed herewith.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 99.15
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Stock Purchase Agreement, dated July 19, 2017, by and between Louisville Securities Limited and BATUS Holdings Inc.
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Exhibit 99.16
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Contribution Agreement, dated July 19, 2017, by and between BATUS Holdings Inc. and Brown & Williamson Holdings, Inc.
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Exhibit 99.17
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Joinder Agreement, dated July 19, 2017, by and among Brown & Williamson Holdings, Inc., Louisville Securities Limited, British American Tobacco p.l.c. and BATUS Holdings Inc.
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