Reynolds American Inc. Announces Closing of RJR's $500 Million Debt Offering
June 29 2005 - 6:19PM
PR Newswire (US)
Reynolds American Inc. Announces Closing of RJR's $500 Million Debt
Offering WINSTON-SALEM, N.C., June 29 /PRNewswire-FirstCall/ --
Reynolds American Inc. (NYSE:RAI) today announced the successful
completion of the previously announced private offering of $300
million of 6.50% Secured Notes due 2010 (the 2010 Notes) and $200
million of 7.30% Secured Notes due 2015 (the 2015 Notes) by its
direct, wholly owned subsidiary, R.J. Reynolds Tobacco Holdings,
Inc. (RJR). RJR intends to use the proceeds from the private
offering of the 2010 Notes and the 2015 Notes: 1) to purchase its
73/4% Notes due May 2006 (the 2006 Notes) that are validly tendered
and accepted for payment pursuant to the Offer to Purchase and
Consent Solicitation Statement and related materials concerning the
cash tender offer that RJR commenced on June 21, 2005; and 2) to
pay at maturity any 2006 Notes that are not tendered, or, at RJR's
discretion, to redeem the 2006 Notes. The notes have not been
registered under the Securities Act of 1933, as amended (the
Securities Act) or under any state securities laws and, unless so
registered, may not be offered or sold except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state securities laws. The notes were offered and
sold pursuant to Rule 144A under the Securities Act and to persons
outside the United States under Regulation S under the Securities
Act. This press release does not and will not constitute an offer
to sell or a solicitation of an offer to buy any of the 2010 Notes
or the 2015 Notes, nor shall there be any sale of the 2010 Notes or
the 2015 Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful. Cautionary Information
Regarding Forward-Looking Statements Statements included in this
news release that are not historical in nature are forward-looking
statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements
regarding RAI's future performance and financial results inherently
are subject to a variety of risks and uncertainties, described in
the forward- looking statements. These risks and uncertainties
include: the substantial and increasing regulation and taxation of
the cigarette industry; various legal actions, proceedings and
claims relating to the sale, distribution, manufacture,
development, advertising, marketing and claimed health effects of
cigarettes that are pending or may be instituted against RAI or its
subsidiaries; the substantial payment obligations and limitations
on the advertising and marketing of cigarettes under various
litigation settlement agreements; the continuing decline in volume
in the domestic cigarette industry; competition from other
cigarette manufacturers, including increased promotional activities
and the growth of deep-discount brands; the success or failure of
new product innovations and acquisitions; the responsiveness of
both the trade and consumers to new products and marketing and
promotional programs; the ability to realize the benefits and
synergies arising from the combination of RJR Tobacco and the U.S.
cigarette and tobacco business of B&W; any potential costs or
savings associated with realigning the cost structure of RAI and
its subsidiaries; the ability to achieve efficiencies in
manufacturing and distribution operations without negatively
affecting sales; the cost of tobacco leaf and other raw materials
and other commodities used in products; the effect of market
conditions on the performance of pension assets, foreign currency
exchange rate risk, interest rate risk and the return on corporate
cash; the rating of RJR's securities; any adverse impacts from the
transition of the packaging operations formerly conducted by RJR
Packaging, LLC, an indirect wholly owned subsidiary of RJR, to the
buyers of RJR Packaging, LLC's businesses; and the potential
existence of significant deficiencies or material weaknesses in
internal controls over financial reporting that may be identified
during the performance of testing required under Section 404 of the
Sarbanes-Oxley Act of 2002. 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
news release. Except as provided by federal securities laws, RAI is
not required to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise. Reynolds American Inc. is the parent company of R.J.
Reynolds Tobacco Company, Santa Fe Natural Tobacco Company, Inc.,
Lane Limited and R.J. Reynolds Global Products, Inc. R.J. Reynolds
Tobacco Company, the second- largest U.S. tobacco company,
manufactures about one of every three cigarettes sold in the United
States, including five of the nation's 10 best-selling brands:
Camel, Winston, Kool, Salem and Doral. Santa Fe Natural Tobacco
Company, Inc. manufactures Natural American Spirit cigarettes and
other tobacco products, and markets them both nationally and
internationally. Lane Limited manufactures several roll-your-own,
pipe tobacco and little cigar brands, and distributes Dunhill
tobacco products. R.J. Reynolds Global Products, Inc. manufactures,
sells and distributes American-blend cigarettes and other tobacco
products to a variety of customers worldwide. Copies of RAI's news
releases, annual reports, SEC filings and other financial materials
are available on the company's Web site,
http://www.reynoldsamerican.com/. DATASOURCE: Reynolds American
Inc. CONTACT: Seth Moskowitz of Reynolds American Inc.,
+1-336-741-7698 Web site: http://www.reynoldsamerican.com/
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