Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - REYNOLDS AMERICAN INC | d130574dex992.htm |
| EX-99.1 - EX-99.1 - REYNOLDS AMERICAN INC | d130574dex991.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): February 19, 2016
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) |
| Item 8.01. | Other Events. |
On February 19, 2016, RAI announced the initial results and pricing of its previously announced tender offer for up to a maximum aggregate purchase price of $2.8 billion for certain of its outstanding debt securities. The tender offer is being made exclusively pursuant to an offer to purchase dated February 4, 2016 and related letter of transmittal, which set forth the terms and conditions of the tender offer. Copies of the press releases are filed herewith as Exhibits 99.1 and 99.2.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release of Reynolds American Inc. Regarding Initial Tender Offer Results, dated February 19, 2016. | |
| 99.2 | Press Release of Reynolds American Inc. Regarding Pricing of Tender Offer, dated February 19, 2016. | |
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: February 19, 2016
| REYNOLDS AMERICAN INC. | ||
| By: | /s/ McDara P. Folan, III | |
| Name: | McDara P. Folan, III | |
| Title: | Senior Vice President, Deputy General Counsel and Secretary | |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release of Reynolds American Inc. Regarding Initial Tender Offer Results, dated February 19, 2016. | |
| 99.2 | Press Release of Reynolds American Inc. Regarding Pricing of Tender Offer, dated February 19, 2016. | |