Attached files
file | filename |
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EX-4.2 - EX-4.2 - LORILLARD, LLC | g27788k2exv4w2.htm |
EX-1.1 - EX-1.1 - LORILLARD, LLC | g27788k2exv1w1.htm |
EX-5.1 - EX-5.1 - LORILLARD, LLC | g27788k2exv5w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 1, 2011
LORILLARD, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
001-34097 (Commission file number) |
13-1911176 (I.R.S. Employer Identification No.) |
714 Green Valley Road
Greensboro, North Carolina 27408-7018
(Address of principal executive offices)
Greensboro, North Carolina 27408-7018
(Address of principal executive offices)
(336) 335-7000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 4, 2011, Lorillard Tobacco Company (the Company), a wholly owned subsidiary of
Lorillard, Inc., (Lorillard or Guarantor) issued $500,000,000 aggregate principal amount of
3.500% Senior Notes due August 4, 2016 (the 2016 Senior
Notes) and $250,000,000 aggregate principal
amount of 7.000% Senior Notes due August 4, 2041 (the 2041 Senior Notes, and together with the
2016 Senior Notes, 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
Guarantors shelf registration statement on Form S-3 filed with the Securities and Exchange
Commission (SEC) on June 11, 2009. The material terms of the Notes are described in the
Companys prospectus supplement dated August 1, 2011 filed with the SEC on August 2, 2011. 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 third supplemental indenture dated August 4, 2011 (the Third Supplemental Indenture).
Lorillards 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 Third Supplemental Indenture is filed as Exhibit 4.2, the
form of the 2016 Senior Notes is filed as Exhibit 4.3, the form of the 2041 Senior Notes is filed
as Exhibit 4.4, the form of 2016 Senior Notes Guarantee is filed as Exhibit 4.5 and the form of
2041 Senior Notes Guarantee is filed as Exhibit 4.6 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 1, 2011 (the Underwriting Agreement) with Barclays Capital
Inc., Goldman, Sachs & Co. and Wells Fargo Securities, LLC 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 Third 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, 4.4, 4.5 and 4.6, 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 1, 2011 among Lorillard Tobacco
Company, Lorillard, Inc. and Barclays Capital Inc., as representative for
the underwriters named therein. |
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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 Lorillards Current
Report on Form 8-K (File No. 1-34097) filed on June 23, 2009. |
|||
4.2 | Third Supplemental Indenture, dated August 4, 2011, among Lorillard
Tobacco Company, Lorillard, Inc. and The Bank of New York Mellon Trust
Company, N.A., as Trustee. |
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4.3 | Form of 3.500% Senior Note due 2016 of Lorillard Tobacco Company
(included in Exhibit 4.2). |
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4.4 | Form of 7.000% Senior Note due 2041 of Lorillard Tobacco Company
(included in Exhibit 4.2). |
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4.5 | Form of Guarantee Agreement of Lorillard, Inc. for the 3.500% Senior
Notes due 2016 of Lorillard Tobacco Company (included in Exhibit 4.2). |
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4.6 | Form of Guarantee Agreement of Lorillard, Inc. for the 7.000% Senior
Notes due 2041 of Lorillard Tobacco Company (included in Exhibit 4.2). |
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5.1 | Opinion of Cahill Gordon & Reindel llp. |
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23.1 | Consent of Cahill Gordon & Reindel llp (included in Exhibit 5.1). |
-2-
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 4, 2011 | LORILLARD, INC. |
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By: | /s/ David H. Taylor | |||
Name: | David H. Taylor | |||
Title: | Executive Vice President, Finance and Planning and Chief Financial Officer |
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