BP offers to swap out issuer for $10.6 billion of 23 series of notes

By Susanna Moon

Chicago, Nov. 14 – BP plc is holding an exchange offer for up to $10.6 billion of 23 series of notes issued by BP Capital Markets plc.

In exchange, the company is offering a combination of cash and a like amount of new notes to be issued by BP Capital Markets America Inc.

Specifically, BP will issue par amount of new notes and $1 in cash for each $1,000 principal amount of notes tendered for exchange by the early deadline of 5 p.m. ET on Nov. 28.

The exchange offers will remain open until 11:59 p.m. ET on Dec. 12.

The total amount includes an early tender premium of $30 per $1,000 principal amount.

The notes covered by the exchange have a minimum new issue amount as follows, with the notes listed in order of priority acceptance levels:

• $850 million 3.588% guaranteed notes due 2027 with a minimum new issue amount of $400 million;

• $1 billion 3.017% guaranteed notes due 2027 with a minimum new issue amount of $500 million;

• $1.25 billion 3.119% guaranteed notes due 2026 with a minimum new issue amount of $500 million;

• $1 billion 3.224% guaranteed notes due 2024 with a minimum new issue amount of $500 million;

• $1.2 billion 3.216% guaranteed notes due 2023 with a minimum new issue amount of $500 million;

• $1.5 billion 2.75% guaranteed notes due 2023 with a minimum new issue amount of $750 million;

• $700 million 2.52% guaranteed notes due 2022 with a minimum new issue amount of $350 million;

• $1.75 billion 3.245% guaranteed notes due 2022 with a minimum new issue amount of $750 million;

• $750 million 2.112% guaranteed notes due 2021 with a minimum new issue amount of $350 million;

• $1.4 billion 4.742% guaranteed notes due 2021 with a minimum new issue amount of $500 million;

• $1.5 billion 4.5% guaranteed notes due 2020 with a minimum new issue amount of $750 million;

• $1.25 billion 2.521% guaranteed notes due 2020 with a minimum new issue amount of $500 million;

• $1.5 billion 3.279% guaranteed notes due 2027 with a minimum new issue amount of $750 million;

• $750 million 3.535% guaranteed notes due 2024 with a minimum new issue amount of $350 million;

• $750 million 3.994% guaranteed notes due 2023 with a minimum new issue amount of $350 million;

• $1 billion 2.5% guaranteed notes due 2022 with a minimum new issue amount of $500 million;

• $1 billion 3.561% guaranteed notes due 2021 with a minimum new issue amount of $500 million;

• $1.25 billion 3.814% guaranteed notes due 2024 with a minimum new issue amount of $500 million;

• $1 billion 3.062% guaranteed notes due 2022 with a minimum new issue amount of $500 million;

• $300 million floating-rate guaranteed notes due 2022 with no minimum new issue requirement;

• $250 million floating-rate guaranteed notes due 2021 with no minimum new issue requirement;

• $800 million 3.723% guaranteed notes due 2028 with a minimum new issue amount of $400 million; and

• $1 billion 3.506% guaranteed notes due 2025 with a minimum new issue amount of $500 million.

BP is offering to exchange the notes “to efficiently migrate old notes from BP Capital U.K. to BP Capital America in order to optimize the BP Group's capital structure and align revenue generation to indebtedness. This follows recent efforts by BP to issue U.S. debt from BP Capital America, as demonstrated by BP's most recent U.S. issuance activity,” according to a company announcement.

The new notes will be senior unsecured obligations of the issuer and will rank equally with all other existing and future unsecured and unsubordinated debt of the issuer. The new notes will be guaranteed by BP.

The dealer managers are Barclays (800 438-3242, 212 528-7581, +44 20 3134 8515 or liability.management@barclays.com), BofA Merrill Lynch (888 292-0070, 980 683-3215, +44 20 7996 5420 or DG.LM_EMEA@baml.com) and Goldman Sachs & Co. LLC (800 828-3182, 212 902-6941, +44 20 7774 9862 or liabilitymanagement.eu@gs.com). The exchange agent and information agent is D.F. King & Co., Inc. (212 269-5550, 877 674-6273 or bp@dfking.com).

BP Capital Markets America is a Chicago-based aviation and marine fuels provider and subsidiary of London-based oil and gas company BP plc, which guarantees the notes.

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