NEW YORK, Nov. 29, 2018 /PRNewswire/ -- BP p.l.c. ("BP")
(LSE: BP) (FWB: BPE) (NYSE: BP) today announced that as of
5:00 p.m. New York City time, on November 28, 2018 (the "Early Participation
Deadline"), the aggregate principal amounts listed below of
twenty-three series of notes, each issued by BP Capital Markets
p.l.c. ("BP Capital U.K.") (the "Old Notes"), had been validly
tendered and not withdrawn in connection with the previously
announced offers to exchange (the "Exchange Offers" and each, an
"Exchange Offer") any and all validly tendered (and not validly
withdrawn) and accepted Old Notes up to a maximum amount of
$10.6 billion (the "Maximum Amount")
for a combination of cash and new notes to be issued by BP Capital
Markets America Inc. ("BP Capital America" or the "Issuer") and
fully and unconditionally guaranteed by BP (the "New Notes"). A
Registration Statement on Form F-4 (File Nos. 333-228369 and
333-228369-01) (the "Registration Statement") relating to the
issuance of the New Notes was filed with the Securities and
Exchange Commission ("SEC") on November 14,
2018 (as amended by Amendment No. 1 to the Registration
Statement filed with the SEC on November 28,
2018) but has not yet been declared effective.
The aggregate principal amount of Old Notes that will be
accepted for exchange will be based on the order of acceptance
priority for such series as set forth in the table below (the
"Acceptance Priority Levels"), with Acceptance Priority Level 1
being the highest and Acceptance Priority Level 23 being the
lowest, subject to the applicable Minimum Size Condition and the
Maximum Amount Condition (each as described in BP's prospectus (the
"Prospectus"), which forms a part of the Registration
Statement).
Based on information provided by D.F. King & Co. Inc., the
Exchange Agent and Information Agent for the Exchange Offers,
$18,167,533,000 aggregate principal
amount of the Old Notes were validly tendered prior to or at the
Early Participation Deadline and not validly withdrawn.
The Exchange Offers are being made pursuant to the terms and
conditions set forth in the Prospectus. Old Notes may
continue to be validly tendered prior to the Expiration Time,
tendered Old Notes may be validly withdrawn at any time prior to
the Expiration Time and, subject to applicable law, BP may
terminate, extend or withdraw the Exchange Offers at any time for
any reason. No determination as to which series of Old Notes will
be accepted for exchange will be made prior to the Expiration Time.
However, if following the Early Participation Deadline no further
Old Notes are validly tendered, no tendered Old Notes are validly
withdrawn and there are no amendments to the terms of any of the
Exchange Offers, then all of the Old Notes tendered in Acceptance
Priority Levels 1 through 11 and Acceptance Priority Level 20 would
be accepted for exchange and no Old Notes tendered in Acceptance
Priority Levels 12 through 19 and Acceptance Priority Levels 21
through 23 would be accepted for exchange.
Series of Old
Notes Offered for
Exchange
|
CUSIP/ISIN
No.
|
Acceptance
Priority
Level
|
Minimum
New Notes
Size (1)
($MM)
|
Aggregate
Principal Amount
Outstanding
($MM)
|
Aggregate
Principal
Amount Tendered as of
the Early Participation
Deadline
|
3.588% Guaranteed
Notes due 2027
|
05565QDM7/US05565QDM78
|
1
|
$400
|
$850
|
$612,218,000
|
3.017% Guaranteed
Notes due 2027
|
05565QDF2/US05565QDF28
|
2
|
$500
|
$1,000
|
$876,749,000
|
3.119% Guaranteed
Notes due 2026
|
05565QDB1/US05565QDB14
|
3
|
$500
|
$1,250
|
$1,002,361,000
|
3.224% Guaranteed
Notes due 2024
|
05565QDL9/US05565QDL95
|
4
|
$500
|
$1,000
|
$880,255,000
|
3.216% Guaranteed
Notes due 2023
|
05565QDG0/US05565QDG01
|
5
|
$500
|
$1,200
|
$991,291,000
|
2.750% Guaranteed
Notes due 2023
|
05565QCD8/US05565QCD88
|
6
|
$750
|
$1,500
|
$1,099,971,000
|
2.520% Guaranteed
Notes due 2022
|
05565QDP0/US05565QDP00
|
7
|
$350
|
$700
|
$565,599,000
|
3.245% Guaranteed
Notes due 2022
|
05565QBZ0/US05565QBZ00
|
8
|
$750
|
$1,750
|
$1,391,958,000
|
2.112% Guaranteed
Notes due 2021
|
05565QDD7/US05565QDD79
|
9
|
$350
|
$750
|
$602,651,000
|
4.742% Guaranteed
Notes due 2021
|
05565QBR8/US05565QBR83
|
10
|
$500
|
$1,400
|
$1,126,877,000
|
4.50% Guaranteed
Notes due 2020
|
05565QBP2/US05565QBP28
|
11
|
$750
|
$1,500
|
$1,161,459,000
|
2.521% Guaranteed
Notes due 2020
|
05565QCT3/US05565QCT31
|
12
|
$500
|
$1,250
|
$486,942,000
|
3.279% Guaranteed
Notes due 2027
|
05565QDN5/US05565QDN51
|
13
|
$750
|
$1,500
|
$1,312,544,000
|
3.535% Guaranteed
Notes due 2024
|
05565QCS5/US05565QCS57
|
14
|
$350
|
$750
|
$608,052,000
|
3.994% Guaranteed
Notes due 2023
|
05565QCJ5/US05565QCJ58
|
15
|
$350
|
$750
|
$621,813,000
|
2.500% Guaranteed
Notes due 2022
|
05565QCB2/US05565QCB23
|
16
|
$500
|
$1,000
|
$712,602,000
|
3.561% Guaranteed
Notes due 2021
|
05565QBU1/US05565QBU13
|
17
|
$500
|
$1,000
|
$647,500,000
|
3.814% Guaranteed
Notes due 2024
|
05565QCP1/US05565QCP19
|
18
|
$500
|
$1,250
|
$1,041,831,000
|
3.062% Guaranteed
Notes due 2022
|
05565QCZ9/US05565QCZ90
|
19
|
$500
|
$1,000
|
$773,476,000
|
Floating Rate
Guaranteed Notes
due 2022
|
05565QDQ8/US05565QDQ82
|
20
|
—
|
$300
|
$167,121,000
|
Floating Rate
Guaranteed Notes due
2021
|
05565QDE5/US05565QDE52
|
21
|
—
|
$250
|
$163,035,000
|
3.723% Guaranteed
Notes due 2028
|
05565QDH8/US05565QDH83
|
22
|
$400
|
$800
|
$570,725,000
|
3.506% Guaranteed
Notes due 2025
|
05565QDA3/US05565QDA31
|
23
|
$500
|
$1,000
|
$750,503,000
|
|
|
|
|
|
|
Total amount
tendered in the Exchange Offers as of the Early Participation
Deadline:
|
$18,167,533,000
|
(1) No Old Fixed Rate
Notes (as defined in the Prospectus) of a given series will be
accepted for exchange unless the aggregate principal amount of New
Notes to be issued on the Settlement Date (as defined below) in
exchange for such series of Old Fixed Rate Notes is greater than or
equal to the applicable Minimum New Notes Size.
|
The Exchange Offers commenced on November
14, 2018. The Exchange Offers will expire at 11:59 p.m., New York
City time, on December 12,
2018 unless extended (such date and time, as it may be
extended, the "Expiration Time"). Tenders of Old Notes may not be
withdrawn after the Expiration Time, unless extended (such date and
time, as it may be extended, the "Withdrawal Deadline"). BP expects
the New Notes to be issued on the second business day immediately
following the Expiration Time (the "Settlement Date"), being
December 14, 2018, if the Exchange
Offers are not extended.
Upon the terms and subject to the conditions set forth in the
Registration Statement, in exchange for $1,000 principal amount of Old Notes that is
validly tendered after the Early Participation Deadline but prior
to the Expiration Time and not validly withdrawn and accepted for
exchange, holders will receive only $970 principal amount of New Notes and a cash
amount of $1.00 for each $1,000 principal amount of Old Notes validly
tendered.
The dealer managers for the Exchange Offers relating to the Old
Notes are:
Barclays
745 Seventh Avenue,
5th Floor
New York, New York
10019
U.S.A.
Attention: Liability
Management
Group
By
Telephone:
In the
U.S.
Toll free: (800)
438-3242
Collect: (212)
528-7581
In Europe
London: +44 203 134
8515
By Email:
liability.management@barclays.com
|
BofA Merrill
Lynch
214 North Tryon
Street, 14th Floor
Charlotte, North
Carolina 28255
U.S.A.
Attention: Liability
Management
Group
By
Telephone:
In the
U.S.
Toll-Free: (888)
292-0070
Collect: (980)
683-3215
In Europe
London: +44 207 996
5420
By Email:
DG.LM_EMEA@baml.com
|
Goldman Sachs
& Co. LLC
200 West
Street
New York, New York
10282
U.S.A.
Attn: Liability
Management
Group
By
Telephone:
In the
U.S.
Toll Free: (800)
828-3182
Collect: (212)
902-6941
In Europe
London: +44 20 7774
9862
By Email:
liabilitymanagement.eu@gs.com
|
The exchange agent and information agent for the Exchange Offers
relating to the Old Notes is:
D.F. King & Co., Inc.
|
|
By
Phone:
Bank and Brokers Call
Collect:
+1 (212)
269-5550
All Others, Please
Call Toll-Free:
+1 (877)
674-6273
|
By
E-Mail:
bp@dfking.com
|
By Mail or
Hand:
48 Wall Street, 22nd
Floor
New York, NY
10005
|
The consummation of the Exchange Offers is conditional upon a
declaration of effectiveness of the Registration Statement by the
SEC.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein and is also
not a solicitation of the related consents. The Exchange
Offers may be made solely pursuant to the terms and conditions of
the Prospectus, and the other related materials. A
Registration Statement relating to the New Notes has been filed
with the SEC but has not yet become effective. The New Notes
may not be sold or exchanged for Old Notes, nor may offers to buy
be accepted, prior to the time the Registration Statement is
declared effective by the SEC.
Security holders are urged to read the exchange offer materials,
when available, including the Registration Statement on Form F-4
filed with the SEC, as amended from time to time, the related
Prospectus, and the other materials related to the proposed
exchange offer filed with the SEC, because they contain important
information. These and other documents relating to the proposed
exchange offer, when they are filed with the SEC, may be obtained,
free of charge, on the SEC's web site at www.sec.gov, or may be
obtained, free of charge, from the Issuer after the exchange offer
has been commenced by requesting in writing to BP p.l.c. at 1 St.
James's Square London SW1Y 4PD, United
Kingdom or by telephone to +44-20-7496-4000. A copy of the
prospectus for the exchange offers will also be available, free of
charge.
There will not be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
Non-U.S. Distribution Restrictions
European Economic Area. The New Notes are not intended to
be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer
within the meaning of Directive 2002/92/EC (as amended, the
"Insurance Mediation Directive"), where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Directive 2003/71/EC (as amended, the "Prospectus
Directive"). Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the New Notes or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the New Notes or otherwise making
them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs
only target market—In the EEA and solely for the purposes of
the product approval process conducted by any Dealer Manager who is
a manufacturer with respect to the New Notes for the purposes of
the MiFID II product governance rule under EU Delegated Directive
2017/593 (each, a "manufacturer"), the manufacturers' target market
assessment in respect of the New Notes has led to the conclusion
that: (i) the target market for the New Notes is eligible
counterparties and professional clients only, each as defined in
MiFID II; and (ii) all channels for distribution of the New Notes
to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the New Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the New Notes (by
either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
Belgium. Neither the
Prospectus nor any other documents or materials relating to the
Exchange Offers have been submitted to or will be submitted for
approval or recognition to the Belgian Financial Services and
Markets Authority ("Autorité des services et marchés
financiers"/"Autoriteit voor Financiële Diensten en
Markten"). The Exchange Offers are not being, and may not be,
made in Belgium by way of a public
offering, as defined in 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")
(the "Belgian Takeover Law") or as defined in Article 3, §1 of the
Belgian Law of June 16, 2006 on the
public offer of investment instruments and the admission to trading
of investment instruments on a regulated market ("loi relative
aux offres publiques d'instruments de placement et aux admissions
d'instruments de placement à la négociation sur des marchés
réglementés"/"wet op de openbare aanbieding van
beleggingsinstrumenten en de toelating van beleggingsinstrumenten
tot de verhandeling op een gereglementeerde markt") (the
"Belgian Prospectus Law"), both as amended or replaced from time to
time. Accordingly, the Exchange Offers may not be, and are not
being, advertised and the Exchange Offers will not be extended, and
neither the Prospectus nor any other documents or materials
relating to the Exchange Offers (including any memorandum,
information circular, brochure or any similar documents) has been
or shall be distributed or made available, directly or indirectly,
to any person in Belgium other
than (i) to persons which are "qualified investors"
("investisseurs qualifiés"/"gekwalificeerde
beleggers") as defined in Article 10, §1 of the Belgian
Prospectus Law, acting on their own account, as referred to in
Article 6, §3 of the Belgian Takeover Law or (ii) in any other
circumstances set out in Article 6, §4 of the Belgian Takeover Law
and Article 3, §4 of the Belgian Prospectus Law. The Prospectus has
been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Exchange Offers.
Accordingly, the information contained in the Prospectus or in any
other documents or materials relating to the Exchange Offers may
not be used for any other purpose or disclosed or distributed to
any other person in Belgium.
France. The Exchange
Offers are not being made, directly or indirectly, to the public in
the Republic of France. Neither
the Prospectus nor any other documents or materials relating to the
Exchange Offers have been or shall be distributed to the public in
France and only (i) providers of
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de
tiers) and/or (ii) qualified investors (investisseurs
qualifiés) other than individuals, in each case acting on their
own account and all as defined in, and in accordance with, Articles
L.411-1, L.411-2, D.321-1 and D.411-1 of the French Code Monétaire
et Financier, are eligible to participate in the Exchange Offers.
The Prospectus and any other document or material relating to the
Exchange Offers have not been and will not be submitted for
clearance to nor approved by the Autorité des marchés
financiers."
Italy. None of the
Exchange Offers, the Prospectus or any other documents or materials
relating to the Exchange Offers or the New Notes have been or will
be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB"). The Exchange
Offers are being carried out in the Republic of Italy as exempted offers pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of
24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 3,
of CONSOB Regulation No. 11971 of 14 May
1999, as amended (the "Issuers' Regulation") and, therefore,
are intended for, and directed only at, qualified investors
(investitori qualificati) (the "Italian Qualified
Investors"), as defined pursuant to Article 100, paragraph 1,
letter (a) of the Financial Services Act and Article 34-ter,
paragraph 1, letter (b) of the Issuers' Regulation. Accordingly,
the Exchange Offers cannot be promoted, nor may copies of any
document related thereto or to the New Notes be distributed, mailed
or otherwise forwarded, or sent, to the public in Italy, whether by mail or by any means or
other instrument (including, without limitation, telephonically or
electronically) or any facility of a national securities exchange
available in Italy, other than to
Italian Qualified Investors. Persons receiving this
prospectus must not forward, distribute or send it in or into or
from Italy. Noteholders or beneficial owners of the Old Notes
that are resident or located in Italy can offer to exchange the notes pursuant
to the Exchange Offers 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. 16190 of 29 October 2007, as
amended from time to time, and Legislative Decree No. 385 of
1 September 1993, as amended) and in
compliance with applicable laws and regulations or with
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 Old Notes, the New Notes, the Exchange Offers or the
Prospectus.
United Kingdom. The
Prospectus is only being distributed to and is only directed at (i)
persons who are outside the United
Kingdom or (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net
worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "relevant
persons"). The New Notes are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire the New Notes will be engaged in only with, relevant
persons. Any person who is not a relevant person should not
act or rely on this document or any of its contents.
Hong Kong. The New Notes
may not be offered or sold by means of any document other than (i)
in circumstances which do not constitute an offer to the public
within the meaning of the Companies Ordinance (Cap.32, Laws of
Hong Kong), or (ii) to
"professional investors" within the meaning of the Securities and
Futures Ordinance (Cap.571, Laws of Hong
Kong) and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a
"prospectus" within the meaning of the Companies Ordinance (Cap.32,
Laws of Hong Kong), and no
advertisement, invitation or document relating to the New Notes may
be issued or may be in the possession of any person for the purpose
of issue (in each case whether in Hong
Kong or elsewhere), which is directed at, or the contents of
which are likely to be accessed or read by, the public in
Hong Kong (except if permitted to
do so under the laws of Hong Kong)
other than with respect to New Notes which are or are intended to
be disposed of only to persons outside Hong Kong or only to "professional investors"
within the meaning of the Securities and Futures Ordinance (Cap.
571, Laws of Hong Kong) and any
rules made thereunder.
Japan. The New Notes
have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (the Financial Instruments and Exchange
Law) and each underwriter has agreed that it will not offer or sell
any New Notes, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (which term as
used herein means any person resident in Japan, including any corporation or other
entity organized under the laws of Japan), or to others for re-offering or
resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from
the registration requirements of, and otherwise in compliance with,
the Financial Instruments and Exchange Law and any other applicable
laws, regulations and ministerial guidelines of Japan.
Singapore. The
prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore.
Accordingly, and if the Issuer has not notified the dealer(s) on
the classification of the New Notes under and pursuant to Section
309(B)(1) of the Securities and Futures Act, Chapter 289 Singapore
(the "SFA"), The prospectus and any other document or material in
connection with the offer or sale, or invitation for subscription
or purchase, of the New Notes may not be circulated or distributed,
nor may the New Notes be offered or sold, or be made the subject of
an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than (i) to an institutional
investor under Section 274 of Chapter 289 of the SFA, (ii) to a
relevant person, or any person pursuant to Section 275(1A), and in
accordance with the conditions, specified in Section 275 of the SFA
or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where the New Notes are subscribed or purchased under Section
275 of the SFA by a relevant person which is: (a) a corporation
(which is not an accredited investor) the sole business of which is
to hold investments and the entire share capital of which is owned
by one or more individuals, each of whom is an accredited investor;
or (b) a trust (where the trustee is not an accredited investor)
whose sole purpose is to hold investments and each beneficiary is
an accredited investor, shares, debentures and units of shares and
debentures of that corporation or the beneficiaries' rights and
interest in that trust shall not be transferable for six months
after that corporation or that trust has acquired the New Notes
under Section 275 except: (1) to an institutional investor under
Section 274 of the SFA or to a relevant person, or any person
pursuant to Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA; (2) where no consideration is
given for the transfer; or (3) by operation of law.
Singapore Securities and Futures Act Product
Classification—Solely for the purposes of its obligations pursuant
to sections 309B(1)(a) and
309B(1)(c) of the SFA, the Company
has determined, and hereby notifies all relevant persons (as
defined in Section 309A of the SFA) that the shares are "prescribed
capital markets products" (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Further information:
BP press office,
London: +44 (0)20 7496 4076,
bppress@bp.com
BP press office, Houston: +1 281
366 4463, uspress@bp.com
Cautionary Statement:
In order to utilize the
'safe harbor' provisions of the United States Private Securities
Litigation Reform Act of 1995 (the 'PSLRA') and the general
doctrine of cautionary statements, BP is providing the following
cautionary statement. This press release contains certain
forward-looking statements – that is, statements related to future,
not past events and circumstances – which may relate to one or more
of 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 are generally, but not always,
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. Actual results may differ from those expressed
in such statements, depending on a variety of factors including the
risk factors set forth in our most recent Annual Report and Form
20-F under "Risk factors" and in any of our more recent public
reports.
Our most recent Annual Report and Form 20-F and other period
filings are available on our website at www.bp.com, or can be
obtained from the SEC by calling 1-800-SEC-0330 or on its website
at www.sec.gov.
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SOURCE BP Capital Markets America Inc.