RAI Reynolds American (delisted)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2015

 

 

REYNOLDS AMERICAN INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

North Carolina		1-32258		20-0546644
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

401 North Main Street

Winston-Salem, North Carolina 27101

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code 336-741-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

Addition of Lorillard Licensing Company LLC as Guarantor to Reynolds American Inc. Credit Agreement and Indenture

As previously reported, on December 18, 2014, Reynolds American Inc. (“RAI”) entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent (“Administrative Agent”), and various other institutions party thereto as agents, bookrunners, arrangers and/or lenders thereunder (the “Credit Agreement”). The Credit Agreement provides for a five-year, $2.00 billion senior unsecured revolving credit facility. Certain of RAI’s subsidiaries guarantee RAI’s obligations under the Credit Agreement pursuant to a Subsidiary Guarantee Agreement dated as of December 18, 2014 (the “Subsidiary Guaranty”).

On August 31, 2015, Lorillard Licensing Company LLC (“Lorillard Licensing”) and the Administrative Agent entered into a Joinder Agreement to the Subsidiary Guarantee (the “Joinder Agreement”) for the purpose of adding Lorillard Licensing as a guarantor under the Credit Agreement. Lorillard Licensing became an indirect wholly owned subsidiary of RAI as a result of the previously reported completion of RAI’s acquisition of Lorillard, Inc. and its subsidiaries.

In addition, on September 2, 2015, RAI, certain of RAI’s subsidiaries (constituting the same subsidiaries that guarantee the Credit Agreement), including Lorillard Licensing, and The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”), entered into a supplemental indenture (the “Fourth Supplemental Indenture”) to that certain Indenture dated May 31, 2006 (the “2006 Indenture”), among RAI, as issuer, certain RAI subsidiaries thereto, as guarantors, and the Trustee, for the purpose of adding Lorillard Licensing as a guarantor under the 2006 Indenture and the debt securities issued pursuant thereto. The 2006 Indenture provides for the issuance by RAI from time to time of an unlimited amount of debt securities. There is currently approximately $17.2 billion in aggregate principal amount of debt securities outstanding under the 2006 Indenture.

Under the terms of the Credit Agreement, a new Material Subsidiary of RAI (as such term is defined in the Credit Agreement) must be added as a guarantor of the Credit Agreement, and the 2006 Indenture requires that a new guarantor of the Credit Agreement be added as a guarantor of the 2006 Indenture and the debt securities issued thereunder.

The Administrative Agent and the Trustee, or their respective affiliates, have engaged in, and may in the future engage in, commercial or investment banking, corporate trust or other commercial dealings in the ordinary course of business with RAI or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The foregoing summaries of the Joinder Agreement and the Fourth Supplemental Indenture are qualified in their entirety by reference to the full text of the Joinder Agreement and Fourth Supplemental Indenture attached hereto as Exhibits 10.1 and 4.1, respectively.

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Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Number		Exhibit
4.1		Fourth Supplemental Indenture dated September 2, 2015, to Indenture dated May 31, 2006, among Reynolds American Inc. and certain of its subsidiaries as guarantors and The Bank of New York Mellon Trust Company, N.A.
10.1		Joinder Agreement dated August 31, 2015 by and between Lorillard Licensing Company LLC and JPMorgan Chase Bank, N.A., as Administrative Agent, to the Subsidiary Guarantee dated December 18, 2014.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 2, 2015

 

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EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Fourth Supplemental Indenture dated September 2, 2015, to Indenture dated May 31, 2006, among Reynolds American Inc. and certain of its subsidiaries as guarantors and The Bank of New York Mellon Trust Company, N.A.
10.1		Joinder Agreement dated August 31, 2015 by and between Lorillard Licensing Company LLC and JPMorgan Chase Bank, N.A., as Administrative Agent, to the Subsidiary Guarantee dated December 18, 2014.

EXHIBIT 4.1

FOURTH SUPPLEMENTAL INDENTURE

This Fourth Supplemental Indenture, dated as of September 2, 2015 (this “Fourth Supplemental Indenture”), is entered into by and among (i) Reynolds American Inc., a North Carolina corporation (the “Company”), as Issuer; (ii) Santa Fe Natural Tobacco Company, Inc., a New Mexico corporation (“Santa Fe”), R. J. Reynolds Tobacco Company, a North Carolina corporation (“RJRT”), R. J. Reynolds Tobacco Co., a Delaware corporation (“RJR Tobacco”), Reynolds Innovations Inc. (f/k/a GMB, Inc.), a North Carolina corporation (“Innovations”), Reynolds Finance Company (f/k/a FHS, Inc.), a Delaware corporation (“RFC”), Conwood Holdings, Inc., a Delaware corporation (“Conwood”), American Snuff Company, LLC, a Delaware limited liability company (“Snuff Company”), Rosswil LLC, a Delaware limited liability company (“Rosswil”), R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (“RJR”), R. J. Reynolds Global Products, Inc., a Delaware corporation (“GPI”), RAI Services Company, a North Carolina corporation (“Services”) and Lorillard Licensing Company LLC, a North Carolina limited liability company (“Licensing Company”), each as a Guarantor; and (iii) The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as Trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

WHEREAS, Santa Fe, RJRT, RJR Tobacco, Innovations, RFC, Conwood, Snuff Company, Rosswil, RJR, GPI, Services (collectively, the “Existing Guarantors”), the Company and the Trustee have heretofore executed and delivered an Indenture, dated as of May 31, 2006, as supplemented by each of (i) the First Supplemental Indenture, dated as of September 30, 2006, (ii) the Second Supplemental Indenture, dated as of February 6, 2009 and (iii) the Third Supplemental Indenture, dated as of September 17, 2013 (as amended, supplemented, waived or otherwise modified, the “Indenture”), which such Indenture provides for the issuance of the Company’s debentures, notes or other evidence of indebtedness to be issued in one or more series from time to time (the “Securities”);

WHEREAS, Section 10.5 of the Indenture provides that the Company is required to execute and deliver, and to cause each Subsidiary other than RJR (whether previously existing or created or acquired by the Company) which becomes a Bank Credit Agreement Guarantor to execute and deliver, to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Securities on an unsecured and unsubordinated basis and become a party to the Indenture as a Guarantor for all purposes of the Indenture;

WHEREAS, Licensing Company has become a Bank Credit Agreement Guarantor;

WHEREAS, Licensing Company, a subsidiary of the Company, has determined that it is desirable and would be a direct benefit to Licensing Company for it, along with the Company and the Existing Guarantors, to execute and deliver to the Trustee a supplemental indenture pursuant to which Licensing Company will unconditionally guarantee, on a joint and several basis with the Existing Guarantors, the full and prompt payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest, on the Securities and all other Obligations of the Company to the Trustee and to the Securityholders under the Indenture, and become a party to the Indenture as a Guarantor;

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WHEREAS, pursuant to Section 9.1 of the Indenture, the Company, the Existing Guarantors, Licensing Company and the Trustee are authorized or permitted to execute and deliver this Fourth Supplemental Indenture to amend the Indenture, without the consent of any of the Securityholders; and

WHEREAS, the Company, the Existing Guarantors and Licensing Company have duly authorized the execution and delivery of this Fourth Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. Unless otherwise indicated, capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Indenture.

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1 Agreement to be Bound. Licensing Company hereby becomes a party to the Indenture as a Guarantor, and will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Licensing Company agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.2 Guarantee. Licensing Company hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Securities and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, of all of the Obligations of the Company to the Trustee and to the Securityholders under the Indenture in accordance with Article X of the Indenture.

ARTICLE III

Miscellaneous

SECTION 3.1 Notices. All notices and other communications to a Guarantor or the Company shall be given as provided in the Indenture to the Guarantor or the Company, as the case may be, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company.

 

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SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Fourth Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law. This Fourth Supplemental Indenture shall be governed by the laws of the State of New York, without regard to conflicts of law principles.

SECTION 3.4 Severability Clause. In case any provision in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.5 Ratification of Indenture; Fourth Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this Fourth Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 3.7 Headings. The headings of the Articles and the sections in this Fourth Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 3.8 Trustee. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Guarantors and not of the Trustee.

[Remainder of this page intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.

 

Address: 401 North Main Street Winston-Salem, NC 27101		REYNOLDS AMERICAN INC.,
		By:		/s/ Daniel A. Fawley
				Name:		Daniel A. Fawley
				Title:		Senior Vice President and Treasurer
Address: One Plaza La Prensa Santa Fe, New Mexico 87507		SANTA FE NATURAL TOBACCO COMPANY, INC.,
		as Guarantor
		By:		/s/ Daniel A. Fawley
				Name:		Daniel A. Fawley
				Title:		Vice President and Treasurer
Address: 401 North Main Street Winston-Salem, NC 27101		R. J. REYNOLDS TOBACCO COMPANY,
		as Guarantor
		By:		/s/ Daniel A. Fawley
				Name:		Daniel A. Fawley
				Title:		Treasurer
Address: 401 North Main Street Winston-Salem, NC 27101		R.J. REYNOLDS TOBACCO CO.,
		as Guarantor
		By:		/s/ Daniel A. Fawley
				Name:		Daniel A. Fawley
				Title:		Vice President and Treasurer

 

SIGNATURE PAGE TO FOURTH SUPPLEMENTAL INDENTURE

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Address: Farmers Bank Building Suite 1402 301 North Market Street Wilmington, DE 19801		REYNOLDS FINANCE COMPANY
		as Guarantor
		By:		/s/ Caroline M. Price
				Name:		Caroline M. Price
				Title:		President
Address: 401 North Main Street Winston-Salem, NC 27101		REYNOLDS INNOVATIONS INC.
		as Guarantor
		By:		/s/ Daniel A. Fawley
				Name:		Daniel A. Fawley
				Title:		Treasurer
Address: 401 North Main Street Winston-Salem, NC 27101		CONWOOD HOLDINGS, INC.,
		as Guarantor
		By:		/s/ Daniel A. Fawley
				Name:		Daniel A. Fawley
				Title:		Vice President and Treasurer
Address: 5106 Tradeport Drive Memphis, TN 38141		AMERICAN SNUFF COMPANY, LLC,
		as Guarantor
		By:		/s/ Daniel A. Fawley
				Name:		Daniel A. Fawley
				Title:		Vice President and Treasurer
Address: 401 North Main Street Winston-Salem, NC 27101		ROSSWIL LLC,
		as Guarantor
		By:		/s/ Daniel A. Fawley
				Name:		Daniel A. Fawley
				Title:		Vice President and Treasurer

 

SIGNATURE PAGE TO FOURTH SUPPLEMENTAL INDENTURE

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Address: 401 North Main Street Winston-Salem, NC 27101		R.J. REYNOLDS TOBACCO HOLDINGS, INC.,
		as Guarantor
		By:		/s/ Daniel A. Fawley
				Name:		Daniel A. Fawley
				Title:		Senior Vice President and Treasurer
Address: 401 North Main Street Winston-Salem, NC 27101		R. J. REYNOLDS GLOBAL PRODUCTS, INC.,
		as Guarantor
		By:		/s/ Daniel A. Fawley
				Name:		Daniel A. Fawley
				Title:		Vice President and Treasurer
Address: 401 North Main Street Winston-Salem, NC 27101		RAI SERVICES COMPANY,
		as Guarantor
		By:		/s/ Daniel A. Fawley
				Name:		Daniel A. Fawley
				Title:		Senior Vice President and Treasurer
Address: 401 North Main Street Winston-Salem, NC 27101		LORILLARD LICENSING COMPANY LLC,
		as Guarantor
		By:		/s/ Daniel A. Fawley
				Name:		Daniel A. Fawley
				Title:		Treasurer

 

SIGNATURE PAGE TO FOURTH SUPPLEMENTAL INDENTURE

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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:		/s/ R. Tarnas
		Name:		R. Tarnas
		Title:		Vice President

 

SIGNATURE PAGE TO FOURTH SUPPLEMENTAL INDENTURE

EXHIBIT 10.1

JOINDER AGREEMENT TO

SUBSIDIARY GUARANTEE

Joinder Agreement, dated as of August 31, 2015 (the “Joinder”), to the Subsidiary Guarantee, dated as of December 18, 2014 among the subsidiaries of REYNOLDS AMERICAN INC. (the “Borrower”) identified therein as Guarantors and JPMORGAN CHASE BANK, N.A., as Administrative Agent (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “Subsidiary Guarantee”).

A. Reference is made to the Credit Agreement, dated as of December 18, 2014 (as the same may be amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among the Borrower, each Lender from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Subsidiary Guarantee.

C. The Guarantors have entered into the Subsidiary Guarantee in order to induce (x) the Lenders to make Loans to the Borrower and issue, and/or participate in, Letters of Credit for the account of the Borrower and (y) the Designated Swap Banks to enter into the Designated Swap Agreements.

D. Section 5.09(a) of the Credit Agreement provides that an additional Material Subsidiary of the Borrower may become a Subsidiary under the Subsidiary Guarantee by execution and delivery of a Subsidiary Guarantee. The undersigned Subsidiary (the “New Subsidiary”) is executing this Joinder in accordance with the requirements of the Credit Agreement to become a Subsidiary under the Subsidiary Guarantee in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Subsidiary agree as follows:

Section 1. The New Subsidiary by its signature below becomes a Subsidiary and Guarantor under the Subsidiary Guarantee with the same force and effect as if originally named therein as a Subsidiary and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Subsidiary Guarantee applicable to it as a Subsidiary and Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Subsidiary Guarantee shall be deemed to include the New Subsidiary. The Subsidiary Guarantee is hereby incorporated herein by reference.

Section 2. The New Subsidiary represents and warrants to the Administrative Agent and the other Guaranteed Creditors that this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Section 3. This Joinder may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which

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Page 2

 

when taken together shall constitute a single contract. This Joinder shall become effective when the Administrative Agent shall have received a counterpart of this Joinder that bears the signature of the New Subsidiary and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Joinder by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Joinder.

Section 4. Except as expressly supplemented hereby, the Subsidiary Guarantee shall remain in full force and effect.

Section 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 6. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Subsidiary Guarantee shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7. All communications and notices hereunder shall be in writing and given as provided in Section 15 of the Subsidiary Guarantee.

Section 8. The New Subsidiary, jointly and severally with the other Guarantors, agrees to reimburse the Administrative Agent for its reasonable and actual out-of-pocket expenses in connection with this Joinder, including the reasonable and actual fees and disbursements of counsel for the Administrative Agent.

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IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Joinder to the Subsidiary Guarantee as of the day and year first above written.

 

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Accepted and Agreed to:

 

JPMORGAN CHASE BANK, N.A. as Administrative Agent for the Lenders
By		/s/ Barry Bergman
Name: Barry Bergman Title: Managing Director