Filed Pursuant to Rule 433
Registration No. 333-167129
File Nos. 333-167129-01 — 333-167129-03, 333-167129-05 — 333-167129-12
Issuer Free Writing Prospectus dated October 24, 2012
Relating to Preliminary Prospectus Supplement dated October 24, 2012
Pricing Term Sheet
Issuer: | Reynolds American Inc. | |||||
Guarantors: | Santa Fe Natural Tobacco Company, Inc. / R. J. Reynolds Tobacco Company / R. J. Reynolds Tobacco Co. / Reynolds Finance Company / Reynolds Innovations Inc. / Conwood Holdings, Inc. / American Snuff Company, LLC / Rosswil LLC / R.J. Reynolds Tobacco Holdings, Inc. / R. J. Reynolds Global Products, Inc. / RAI Services Company | |||||
Security: | Senior Notes | |||||
Principal Amount: | $450,000,000 | $1,100,000,000 | $1,000,000,000 | |||
Maturity: | October 30, 2015 | November 1, 2022 | November 1, 2042 | |||
Coupon: | 1.050% | 3.250% | 4.750% | |||
Issue Price: | 99.859% | 99.864% | 99.099% | |||
Yield to Maturity: | 1.098% | 3.266% | 4.807% | |||
Spread to Benchmark Treasury: | + 70 basis points | + 150 basis points | + 190 basis points | |||
Benchmark Treasury: | 0.250% October 15, 2015 | 1.625% August 15, 2022 | 3.000% May 15, 2042 | |||
Benchmark Treasury Price and Yield: | 99-18 / 0.398% | 98-23+ / 1.766% | 101-26+ / 2.907% | |||
Interest Payment Dates: | April 30 and October 30 commencing April 30, 2013 | May 1 and November 1 commencing May 1, 2013 | May 1 and November 1 commencing May 1, 2013 | |||
Redemption Provisions: | Make-whole call at T+15 basis points | Make-whole call at T+25 basis points | Make-whole call at T+30 basis points | |||
Trade Date: | October 24, 2012 | October 24, 2012 | October 24, 2012 | |||
Settlement: | October 31, 2012 (T+5) | October 31, 2012 (T+5) | October 31, 2012 (T+5) | |||
CUSIP/ISIN: | 761713 AV8/ US761713AV81 | 761713 AX4/ US761713AX48 | 761713 AW6/ US761713AW64 | |||
Ratings*: | Baa2/BBB- (stable/stable) | |||||
Joint Book-Running Managers: | Citigroup Global Markets Inc. / J.P. Morgan Securities LLC / Goldman, Sachs & Co. / Mizuho Securities USA Inc. / Morgan Stanley & Co. LLC / Scotia Capital (USA) Inc. | |||||
Senior Co-Managers: | RBC Capital Markets, LLC / Fifth Third Securities, Inc. | |||||
Co-Managers: | BNY Mellon Capital Markets, LLC / Credit Suisse Securities (USA) LLC / Wells Fargo Securities, LLC / The Williams Capital Group, L.P. | |||||
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus and prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1 (800) 831-9146 or J.P. Morgan Securities LLC collect at 1 (212) 834-4533.