Attached files

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EX-4.2 - FOURTH SUPPLEMENTAL INDENTURE - LORILLARD, LLCd400238dex42.htm
EX-1.1 - UNDERWRITING AGREEMENT - LORILLARD, LLCd400238dex11.htm
EX-5.1 - OPINION OF CAHILL GORDON & REINDEL LLP - LORILLARD, LLCd400238dex51.htm

 

 

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 16, 2012

 

 

LORILLARD, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34097   13-1911176

(State or other jurisdiction of

incorporation or organization)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

714 Green Valley Road

Greensboro, North Carolina 27408-7018

(Address of principal executive offices)

(336) 335-7000

(Registrant’s telephone number, including area code)

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:

 

¨ 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))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On August 21, 2012, Lorillard Tobacco Company (the “Company”), a wholly owned subsidiary of Lorillard, Inc., (“Lorillard” or “Guarantor”) issued $500,000,000 aggregate principal amount of 2.300% Senior Notes due August 21, 2017 (the “Notes”). The Notes will be unconditionally guaranteed by Lorillard.

The Notes were sold in a registered offering under the Securities Act of 1933, pursuant to the Guarantor’s shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) on June 13, 2012. The material terms of the Notes are described in the Company’s prospectus supplement dated August 16, 2012 filed with the SEC on August 17, 2012. The Notes were issued pursuant to an Indenture dated June 23, 2009, among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the fourth supplemental indenture dated August 21, 2012 (the “Fourth Supplemental Indenture”). Lorillard’s guarantee was issued pursuant to the Indenture, and evidenced by a guarantee agreement made by Lorillard in favor of the Trustee for the Notes (the “Guarantee Agreement”). The Indenture is filed as Exhibit 4.1, the Fourth Supplemental Indenture is filed as Exhibit 4.2, the form of Notes is filed as Exhibit 4.3 and the form of Guarantee Agreement is filed as Exhibit 4.4 to this Current Report on Form 8-K (the “Form 8-K”).

In connection with the issuance of the Notes, the Company and Lorillard entered into an Underwriting Agreement dated August 16, 2012 (the “Underwriting Agreement”) with Barclays Capital Inc., J.P. Morgan Securities LLC and RBS Securities Inc. as representatives of the underwriters listed therein (the “Underwriters”). Pursuant to and subject to the terms and conditions of the Underwriting Agreement, the Underwriters agreed to purchase the Notes from the Company for resale in the registered offering. The Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K.

In connection with the Notes offering, Cahill Gordon & Reindel LLP provided certain legal opinions to the Company that are filed as Exhibit 5.1 to this Form 8-K.

The above description of the Underwriting Agreement, the Indenture, the Fourth Supplemental Indenture, the Notes and the Guarantee are qualified in their entirety by reference to the terms of those agreements attached hereto as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information provided in Item 1.01 of this report is incorporated by reference into this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished herewith:

 

Exhibit
No.

  

Description

  1.1    Underwriting Agreement dated August 16, 2012 among Lorillard Tobacco
   Company, Lorillard, Inc. and Barclays Capital Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives for the underwriters named therein.
  4.1    Indenture, dated June 23, 2009, among Lorillard Tobacco Company, Lorillard, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.1 to Lorillard’s Current Report on Form 8-K (File No. 1-34097) filed on June 23, 2009.
  4.2    Fourth Supplemental Indenture, dated August 21, 2012, among Lorillard Tobacco Company, Lorillard, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee.
  4.3    Form of 2.300% Senior Note due 2017 of Lorillard Tobacco Company (included in Exhibit 4.2).
  4.4    Form of Guarantee Agreement of Lorillard, Inc. for the 2.300% Senior Notes due 2017 of Lorillard Tobacco Company (included in Exhibit 4.2).
  5.1    Opinion of Cahill Gordon & Reindel LLP.
23.1    Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.1).


SIGNATURES

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 hereunto duly authorized.

 

Dated: August 21, 2012     LORILLARD, INC.
   

By:

 

/s/ David H. Taylor

      Name: David H. Taylor
      Title: Executive Vice President, Finance and Planning and Chief Financial Officer

 

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