NEW
YORK, Feb. 26, 2024 /PRNewswire/ -- BP p.l.c.
("BP") (NYSE: BP) (LSE: BP) today announced the upsizing to
$1,300,000,000 of the previously
announced cash tender offer by its wholly-owned subsidiary BP
Capital Markets p.l.c. (the "Offeror") to purchase for cash Notes
issued by the Offeror (the "Tender Offer"). The Offeror has amended
the terms of the Tender Offer to increase the aggregate principal
amount of the Notes that may be purchased pursuant to the Tender
Offer (the "Offer Cap"), as described in the table below. Except as
described in this press release, the terms and conditions of the
Tender Offer set forth in the prior press release, dated the date
hereof, remain unchanged. The Tender Offer is being made upon the
terms and subject to the conditions set forth in the offer to
purchase dated February 26, 2024 (the
"Offer to Purchase"). Terms not defined in this announcement have
the meanings given to them in the Offer to Purchase.
Copies of the Offer to Purchase will be available to holders of
the Notes (each, a "Holder" and collectively, the "Holders")
through the Tender and Information Agent, D.F. King & Co., Inc. by calling +1 (877)
896-3192 (toll free) or +1 (212) 269-5550 (for banks and
brokers).
The Offeror is offering to purchase the Notes in an aggregate
principal amount up to the Offer Cap specified in the table below
from Holders. Notes purchased in the Tender Offer will be retired
and cancelled. Subject to applicable law, the Offeror reserves the
right, but is under no obligation, to increase or decrease the
Offer Cap in respect of the Tender Offer at any time, which could
result in the Offeror purchasing a greater or lower aggregate
principal amount of Notes in the Tender Offer.
The following table sets forth certain information relating to
the pricing for the Tender Offer.
Up to the Offer Cap
of the Notes(a) Listed Below
|
Title of
Notes(b)
|
CUSIP /
ISIN
|
Outstanding
Principal
Amount
|
Offer
Cap
|
Total
Consideration(c)
|
$2,500,000,000
4.375%
Perpetual
Subordinated
Non-Call 5.25
Fixed Rate
Reset Notes
|
05565Q DU9
/US05565QDU94
|
$2,500,000,000
|
$1,300,000,000
|
$990.00
|
(a)
|
The Tender Offer is
subject to an Offer Cap equal to an aggregate principal amount of
up to $1,300,000,000 of the Notes, subject to the terms and
conditions described in the Offer to Purchase.
|
(b)
|
The Notes are fully and
unconditionally guaranteed by BP p.l.c. ("BP" or the
"Guarantor").
|
(c)
|
Total Consideration
includes an Early Tender Payment (as defined below) of $30 per
$1,000 principal amount of Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time (as defined below)
and accepted for purchase.
|
The Tender Offer for the Notes will expire at 5:00 p.m., New York
City time, on Monday, March 25,
2024 (the "Expiration Time"), or any other date and time to
which the Offeror extends the applicable Tender Offer. Holders must
validly tender and not validly withdraw their Notes prior to
5:00 p.m., New York City time, on Friday, March 8, 2024 (such time, the "Early
Tender Time" and such Notes, the "Early Tender Notes"), to be
eligible to receive the applicable Total Consideration (as defined
below) which includes an amount in cash (the "Early Tender
Payment") equal to the applicable amount set forth in note (c) to
the table above plus accrued interest. If Holders validly tender
their Notes after the Early Tender Time but prior to or at the
applicable Expiration Time, Holders will only be eligible to
receive the applicable Tender Offer Consideration plus accrued
interest.
Notes tendered may be withdrawn at or prior to, but not after,
5:00 p.m. New York City time, on Friday, March 8, 2024 (such date and time, as it
may be extended with respect to the Notes, the "Withdrawal
Deadline"). The Tender Offer is subject to the satisfaction or
waiver of certain conditions set forth in the Offer to Purchase,
including the completion by the Offeror of a public offering of new
debt securities that closes no later than the Expiration Time on
terms reasonably satisfactory to the Offeror, as described in the
Offer to Purchase. The Offeror reserves the option to, but is under
no obligation to, accept for purchase the Early Tender Notes
promptly after the Early Tender Time (the date of payment for such
Notes, the "Early Settlement Date"). The Offeror will announce
promptly after the Early Tender Time if it intends to exercise its
right to have an Early Settlement Date.
If the aggregate principal amount of all validly tendered Notes
is greater than the Offer Cap, then the Tender Offer will be
oversubscribed and if the Offeror accepts Notes in the Tender
Offer, any Notes accepted for purchase will be accepted for tender
on a prorated basis, with Early Tender Notes receiving priority, as
more fully described in the Offer to Purchase.
The Offeror will only accept for purchase Notes up to an
aggregate principal amount that will not exceed the Offer Cap.
The Tender Offer is not conditioned upon the tender of any
minimum principal amount of the Notes (subject to the Authorized
Denominations). Any Notes validly tendered and not withdrawn in the
Tender Offer and accepted for purchase will be accepted for
purchase by the Offeror based on the Offer Cap, as more fully
described in the Offer to Purchase and as increased on the terms
described herein.
The "Total Consideration" per $1,000 principal amount of Notes validly tendered
and not validly withdrawn and accepted for purchase pursuant to the
Tender Offer will be $990.00.
Holders of Notes that are validly tendered and not validly
withdrawn at or prior to the Early Tender Time and that are
accepted for purchase will receive the applicable Total
Consideration.
Holders of Notes that are validly tendered after the Early
Tender Time but prior to or at the Expiration Time and that are
accepted for purchase will receive the applicable Total
Consideration minus the Early Tender Payment. Total Consideration
minus the Early Tender Payment is referred to as the "Tender Offer
Consideration."
The Lead Dealer
Managers for the Tender Offer are:
|
MUFG Securities
Americas Inc.
1221 Avenue of the
Americas, 6th Floor
New York, NY
10020
Attention:
Liability Management
Telephone (U.S.
Collect): +1 (212) 405-7481
Telephone (U.S.
Toll-Free): +1 (877) 744-4532
Email:
DCM-LiabilityManagement@int.sc.mufg.jp
|
TD Securities
(USA) LLC
1 Vanderbilt Avenue,
11th Floor
New York, NY
10017
Attention:
Liability Management Group
Telephone (U.S.
Collect): +1 (212) 827-2842
Telephone (U.S.
Toll-Free): +1 (866) 584 2096
Email:
LM@tdsecurities.com
|
The Tender and
Information Agent for the Tender Offer is:
D.F. King & Co.,
Inc.
|
In New
York:
48 Wall Street,
22nd Floor
New York, NY
10005
United
States
Banks and brokers Call
Collect: +1 (212) 269-5550
All Other, Please Call
Toll-Free: +1 (877) 896-3192
|
In
London:
65 Gresham
Street
London, EC2V
7NQ
United
Kingdom
Telephone: +44 (0) 20
7920 9700
|
|
|
Email:
BP@dfking.com
|
By Facsimile
(Eligible Institutions Only):
Telephone: +1 (212)
709-3328
Confirmation: +1 (212)
269-5552
Attention: Michael
Horthman
By Mail, Overnight
Courier or Hand:
D.F. King & Co.,
Inc.
48 Wall Street, 22nd
Floor
New York, NY
10005
|
Non-U.S. Distribution Restrictions
Italy. None of
the Tender Offer, this Offer to Purchase or any other documents or
materials relating to the Tender Offer have been or will be
submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to
Italian laws and regulations. The Tender Offer is being carried out
in the Republic of Italy
("Italy") as an exempt offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of February 24, 1998,
as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial
owners of the Notes that are resident or located in Italy can tender their Notes for purchase
through authorized persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended, and Legislative
Decree No. 385 of September 1, 1993,
as amended) and in compliance with any other applicable laws and
regulations and with any requirements imposed by CONSOB or any
other Italian authority. Each intermediary must comply with the
applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Notes or this
Offer to Purchase.
United Kingdom.
The communication of this Offer to Purchase and any other documents
or materials relating to the Tender Offer is not being made by and
such documents and/or materials have not been approved by an
"authorised person" for the purposes of section 21 of the Financial
Services and Markets Act 2000 (the "FSMA"). Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom. The communication of such
documents and/or materials is exempt from the restriction on
financial promotions under section 21(1) of the FSMA on the basis
that it is only directed at and may only be communicated to: (1)
persons who are outside of the United
Kingdom; (2) investment professionals falling within the
definition contained in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial
Promotion Order"); (3) those persons who are existing members or
creditors of the Offeror or other persons falling within Article
43(2) of the Financial Promotion Order; or (4) any other persons to
whom such documents and/or materials may lawfully be communicated
in accordance with the Financial Promotion Order (all such persons
together being referred to as "relevant persons"). This Offer to
Purchase and any other documents or materials relating to the
Tender Offer is only available to relevant persons. Any person who
is not a relevant person should not act or rely on this document or
any of its contents.
France. The Tender Offer
is not being made, directly or indirectly, to the public in the
Republic of France. Neither this
Offer to Purchase nor any other document or material relating to
the Tender Offer has been or shall be distributed to the public in
the Republic of France other than
to qualified investors as defined in Article 2(e) of Regulation
(EU) 2017/1129 (the "Prospectus Regulation"). Neither this Offer to
Purchase nor any other documents or materials relating to the
Tender Offer have been or will be submitted for clearance to the
Autorité des marchés financiers.
Belgium.
Neither this Offer to Purchase nor any other documents or
materials relating to the Tender Offer has been, or will be,
submitted or notified to, or approved or recognized by, the Belgian
Financial Services and Markets Authority ("Autorité des
services et marchés financiers"/"Autoriteit voor Financiële
Diensten en Markten"). The Tender Offer is not being made in
Belgium by way of a public
offering within the meaning of Articles 3, §1, 1° and 6, §1 of the
Belgian Law of April 1, 2007 on
public takeover bids ("loi relative aux offres publiques
d'acquisition"/ "wet op de openbare overnamebiedingen"), as
amended or replaced from time to time. Accordingly, the Tender
Offer may not be, and is not being, advertised and the Tender Offer
will not be extended and this Offer to Purchase and any other
documents or materials relating to the Tender Offer (including any
memorandum, information circular, brochure or any similar
documents) may not, have not, and will not, be distributed or made
available, directly or indirectly, to any person in Belgium other than to "qualified investors"
("investisseur qualifié"/"gekwalificeerde belegger") within
the meaning of Article 2(e) of the Prospectus Regulation acting on
their own account. Insofar as Belgium is concerned, the Tender Offer is made
only to qualified investors, as this term is defined above.
Accordingly, the information contained in this Offer to Purchase or
in any other documents or materials relating to the Tender Offer
may not be used for any other purpose or disclosed or distributed
to any other person in Belgium.
Legal Notices
This announcement is for informational purposes only and is not
an offer to purchase, a solicitation of an offer to purchase or a
solicitation of consents with respect to any securities. This
announcement does not describe all the material terms of the Tender
Offer and no decision should be made by any Holder on the basis of
this announcement. The terms and conditions of the Tender Offer are
described in the Offer to Purchase. This announcement must be read
in conjunction with the Offer to Purchase. The Offer to Purchase
contains important information which should be read carefully
before any decision is made with respect to the Tender Offer. If
any Holder is in any doubt as to the contents of this announcement,
or the Offer to Purchase, or the action it should take, it is
recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser. Any individual or
company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to tender such Notes pursuant to the Tender
Offer.
None of the Offeror, the Guarantor, the Dealer Managers or their
affiliates, their respective boards of directors, the Tender and
Information Agent, the trustee or any of their respective
affiliates makes any recommendation, or has expressed an opinion,
as to whether or not Holders should tender their Notes, or refrain
from doing so, pursuant to the Tender Offer. Each Holder should
make its own decision as to whether to tender its Notes and if so,
the principal amount of the Notes to tender.
The Offeror has not filed this announcement or the Offer to
Purchase with, and they have not been reviewed by, any federal or
state securities commission or regulatory authority of any country.
No authority has passed upon the accuracy or adequacy of the Tender
Offer, and it is unlawful and may be a criminal offense to make any
representation to the contrary.
The Offer to Purchase does not constitute an offer to purchase
Notes in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such offer under applicable
securities or blue sky laws. The distribution of the Offer to
Purchase in certain jurisdictions is restricted by law. Persons
into whose possession the Offer to Purchase comes are required by
the Offeror, the Guarantor, the Dealer Managers and the Tender and
Information Agent to inform themselves about, and to observe, any
such restrictions.
Cautionary Statement
In order to utilize the 'safe harbor' provisions of the
United States Private Securities Litigation Reform Act of 1995 (the
'PSLRA'), BP is providing the following cautionary
statement:
This press release contains certain forecasts, projections
and forward-looking statements -
that is, statements related to future, not past events and
circumstances - with respect to the financial condition, results of
operations and businesses of BP and certain of the plans and
objectives of BP with respect to these items. These statements may
generally, but not always, be identified by the use of words such
as 'will', 'expects', 'is expected to', 'aims', 'should', 'may',
'objective', 'is likely to', 'intends',
'believes', 'anticipates', 'plans', 'we see' or similar
expressions.
By their
nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will or may occur in the future and are outside
the control of BP.
Actual results or outcomes, may differ materially from those
expressed in such statements, depending on a variety of factors,
including: the extent and duration of the impact of current market
conditions including the volatility of oil prices, the effects of
BP's plan to exit its shareholding in Rosneft and other investments
in Russia, the impact of COVID-19,
overall global economic and business conditions impacting BP's
business and demand for BP's products as well as the specific
factors identified in the discussions accompanying such forward
looking statements; changes in consumer preferences and societal
expectations; the pace of development and adoption of alternative
energy solutions; developments in policy, law, regulation,
technology and markets, including societal and investor sentiment
related to the issue of climate change; the receipt of relevant
third party and/or regulatory approvals; the timing and level of
maintenance and/or turnaround activity; the timing and volume of
refinery additions and outages; the timing of bringing new fields
onstream; the timing, quantum and nature of certain acquisitions
and divestments; future levels of industry product supply, demand
and pricing, including supply growth in North America and continued base oil and
additive supply shortages; OPEC+ quota restrictions; PSA and TSC
effects; operational and safety problems; potential lapses in
product quality; economic and financial market conditions generally
or in various countries and regions; political stability and
economic growth in relevant areas of the world; changes in laws and
governmental regulations and policies, including related to climate
change; changes in social attitudes and customer preferences;
regulatory or legal actions including the types of enforcement
action pursued and the nature of remedies sought or imposed; the
actions of prosecutors, regulatory authorities and courts; delays
in the processes for resolving claims; amounts ultimately payable
and timing of payments relating to the Gulf of Mexico oil spill; exchange rate
fluctuations; development and use of new technology; recruitment
and retention of a skilled workforce; the success or otherwise of
partnering; the actions of competitors, trading partners,
contractors, subcontractors, creditors, rating agencies and others;
BP's access to future credit resources; business disruption and
crisis management; the impact on BP's reputation of ethical
misconduct and non-compliance with regulatory obligations; trading
losses; major uninsured losses; the possibility that international
sanctions or other steps taken by any competent authorities or any
other relevant persons may limit or otherwise impact BP's ability
to sell its interests in Rosneft, or the price for which it could
sell such interests; the actions of contractors; natural disasters
and adverse weather conditions; changes in public expectations and
other changes to business conditions; wars and acts of terrorism;
cyber-attacks or sabotage; and other factors discussed in the Offer
to Purchase, including under "Certain Considerations," as well as
those factors discussed under "Principal risks and uncertainties"
in BP's Report on Form 6-K regarding results for the six-month
period ended June 30, 2023 and under
"Risk factors" in BP's Annual Report and Form 20-F 2022, each as
filed with the US Securities and Exchange Commission.
Contacts
|
|
|
|
|
|
|
London
|
Houston
|
|
|
|
Press
Office
|
David
Nicholas
|
Paul
Takahashi
|
|
+44 (0) 7831
095541
|
+1 713 903
9729
|
|
|
|
Investor
Relations
|
Craig
Marshall
|
Graham
Collins
|
bp.com/investors
|
+44 (0) 203 401
5592
|
+1 832 753
5116
|
View original
content:https://www.prnewswire.com/news-releases/bp-plc-announces-upsize-to-1-300-000-000-of-cash-tender-offer-of-one-series-of-usd-notes-302071535.html
SOURCE BP Capital Markets p.l.c.