EXHIBIT 1.2
Underwriting Agreement
May 15, 2002
X.X. Xxxxxx Securities Inc.
Xxxxxxx Xxxxx Barney Inc.
As Representatives of the
several Underwriters listed
in Schedule 1 hereto
c/o X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
X.X. Xxxxxxxx Tobacco Holdings, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to the several Underwriters listed in
Schedule 1 hereto (the "Underwriters"), for whom you are acting as
representatives (the "Representatives"), $300,000,000 principal amount of its 6
1/2% Notes due 2007 (the "2007 Notes") and $450,000,000 principal amount of its
7 1/4% Notes due 2012 (the "2012 Notes") having the terms set forth in Schedule
2 hereto (the "Securities"). The Securities will be issued pursuant to an
Indenture dated as of May 20, 2002 (the "Indenture") among the Company as issuer
(the "Issuer"), X. X. Xxxxxxxx Tobacco Company ("RJRT") and RJR Acquisition
Corp. ("RJRA"), as guarantors (the "Guarantors"), and The Bank of New York, as
trustee (the "Trustee"). The Securities are required to be unconditionally
guaranteed (the "Guarantees") on a senior unsecured basis as described in the
Prospectus by RJRT and RJRA.
The Company agrees to issue and sell the Securities to the several
Underwriters as provided in this Agreement, and each Underwriter, on the basis
of the representations, warranties and agreements set forth herein and subject
to the conditions set forth herein, agrees, severally and not jointly, to
purchase from
the Company the respective principal amount of Securities set forth opposite
such Underwriter's name in Schedule 1 hereto at a price equal to, in the case of
the 2007 Notes, 99.232% of the principal amount thereof, and in the case of the
2012 Notes, 98.436% of the principal amount thereof, in each case plus accrued
interest, if any, from May 20, 2002 to the Closing Date (as defined below). The
Company will not be obligated to deliver any of the Securities except upon
payment for all the Securities to be purchased as provided herein.
Each of the Company, RJRT and RJRA understands that the Underwriters
intend to make a public offering of the Securities as soon after the
effectiveness of this Agreement as in the judgment of the Representatives is
advisable, and initially to offer the Securities on the terms set forth in the
Prospectus. Each of the Company, RJRT and RJRA acknowledges and agrees that the
Underwriters may offer and sell Securities to or through any affiliate of an
Underwriter and that any such affiliate may offer and sell Securities purchased
by it to or through any Underwriter.
Payment for and delivery of the Securities shall be made at the offices
of Xxxxx Xxxx & Xxxxxxxx at 10:00 A.M., New York City time, on May 20, 2002, or
at such other time or place on the same or such other date, not later than the
fifth business day thereafter, as the Representatives and the Company may agree
upon in writing.
Payment for the Securities shall be made by wire transfer in
immediately available funds to the account(s) specified by the Company to the
Representatives against delivery to the nominee of The Depository Trust Company,
for the account of the Underwriters, of one or more global notes representing
the Securities (collectively, the "Global Note"), with any transfer taxes
payable in connection with the sale of the Securities duly paid by the Company.
The Global Note will be made available for inspection by the Representatives not
later than 1:00 P.M., New York City time, on the business day prior to the
Closing Date.
Each of the Company, RJRT and RJRA and the Underwriters acknowledge and
agree that the only information relating to any Underwriter that has been
furnished to the Company in writing by any Underwriter through the
Representatives expressly for use in the Registration Statement and the
Prospectus (or any amendment or supplement thereto) consists of the following:
(i) the second sentence of the third paragraph of text under the caption
"Underwriting" in the Prospectus Supplement regarding market making; (ii) the
fourth paragraph of text under the caption "Underwriting" in the Prospectus
Supplement regarding offering, price and other selling terms; (iii) the sixth
paragraph of text under the caption "Underwriting" in the Prospectus Supplement
regarding stabilization by the Underwriters; and (iv) the eighth and ninth
paragraphs of text under the caption "Underwriting" in the Prospectus Supplement
regarding electronic distribution.
2
All provisions contained in the document entitled X.X. Xxxxxxxx Tobacco
Holdings, Inc. Debt Securities Underwriting Agreement Standard Provisions are
incorporated by reference herein in their entirety and shall be deemed to be a
part of this Underwriting Agreement to the same extent as if such provisions had
been set forth in full herein, except that: (i) Section 3(h) of such
Underwriting Agreement Standard Provisions is amended and restated to read in
its entirety as follows: "The Indenture (i) is duly authorized, and as of the
Closing Date will be duly executed and delivered, by each of the Company, RJRT
and RJRA and (ii) when duly executed and delivered, will be a valid and binding
agreement of each of the Company, RJRT and RJRA, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency or similar laws
affecting creditors' rights generally and general principles of equity"; and
(ii) if any term defined in such Underwriting Agreement Standard Provisions is
otherwise defined herein, the definition set forth herein shall control.
This Agreement may be signed in counterparts (which may include
counterparts delivered by any standard form of telecommunication), each of which
shall be an original and all of which together shall constitute one and the same
instrument.
3
If the foregoing is in accordance with your understanding, please
indicate your acceptance of this Agreement by signing in the space provided
below.
Very truly yours,
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X.X. Xxxxxxxx Tobacco Holdings, Inc.
By /s/Xxxx X. Xxxx
---------------------------------
Title: Senior Vice President and Treasurer
X. X. Xxxxxxxx Tobacco Company
By /s/Xxxx X. Xxxx
--------------------------------
Title: Senior Vice President and Treasurer
RJR Acquisition Corp.
By /s/Xxxx X. Xxxx
---------------
Title: Senior Vice President and Treasurer
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Accepted: May 15, 2002
X.X. XXXXXX SECURITIES INC.
XXXXXXX XXXXX XXXXXX INC.
For themselves and on behalf of the
several Underwriters listed
in Schedule 1 hereto.
X.X. Xxxxxx Securities Inc.
By /s/Xxx Xxxxxxx
-------------------------------
Name: Xxx Xxxxxxx
Title: Vice President
Xxxxxxx Xxxxx Xxxxxx Inc.
By /s/Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
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SCHEDULE 1
Principal Amount Principal Amount
Underwriter of 2007 Notes of 2012 Notes
----------- ---------------- ----------------
X.X. Xxxxxx Securities Inc. $120,000,000 $180,000,000
Xxxxxxx Xxxxx Xxxxxx Inc. 120,000,000 180,000,000
BNY Capital Markets, Inc. 12,000,000 18,000,000
Credit Lyonnais Securities (USA) Inc. 12,000,000 18,000,000
Xxxxxx Brothers Inc. 12,000,000 18,000,000
Mizuho International plc 12,000,000 18,000,000
Scotia Capital (USA) Inc. 12,000,000 18,000,000
------------ ------------
Total $300,000,000 $450,000,000
------------ ------------
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SCHEDULE 2
Representatives and Addresses for Notices:
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Certain Terms of the Securities:
Title of Securities: $300 million Senior $450 million Senior
unsecured Notes due unsecured Notes due
2007 2012
Aggregate Principal
Amount of Securities: $300,000,000 $450,000,000
Maturity Date: June 1, 2007 June 1, 2012
Interest Rate: 6.5% 7.25%
Interest Payment
Date: June 1 and December 1 June 1 and December 1
Record Date: May 15 and November 15 May 15 and November 15
Make-Whole Call: T + 25 T + 30
Price to Public: 99.832% 99.086%
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