BP Capital gives results, pricing of up to €1.8 billion tender offer

Chicago, March 18 – BP Capital Markets plc gave the indicative results in its tender offer for 13 series of euro-denominated and sterling-denominated notes on Thursday and subsequently announced pricing, according to multiple press releases.

The final consideration amount for all of the offers is €1,681,662,045.04. The company was offering to pay up to €1.8 billion total to buy back notes from all of the series which are divided into two priority levels.

Notes from priority level 1 were to be accepted before any notes listed in priority level 2. To explain further, no notes from priority level 2 are to be accepted unless all of the notes from priority level 1 have been accepted.

Accordingly, BP Capital is accepting about €1.35 billion of notes from priority level 1 and will accept about €273 million from priority level 2. The sterling-to-euro exchange ratio at the expiration deadline was £1 to €1.1667.

A series was subject to proration if it was oversubscribed. The issuer decided to accept all valid tenders in full with no pro rata scaling except for the 2026 notes and the 2027 notes, where it will not accept any valid tenders.

Priority level 1

The results and purchase price for the first priority notes are as follows:

• €227,453,000 accepted for purchase of the €859,105,000 outstanding 1.373% notes due March 2022 (ISIN: XS1375956569) at a purchase price of 101.751, based on a purchase yield of negative 0.45%, with €631,652,000 outstanding after settlement;

• €180,502,000 accepted for purchase of the €810,437,000 outstanding 1.526% notes due September 2022 (ISIN: XS1114477133) at a purchase price of 103.028, based on a purchase yield of negative 0.45%, with €629,935,000 outstanding after settlement;

• €151,075,000 accepted for purchase of the €822,104,000 outstanding 1.109% notes due February 2023 (ISIN: XS1190973559) at a purchase price of 102.907, based on a purchase yield of negative 0.4%, with €671,029,000 outstanding after settlement;

• £150,916,000 accepted for purchase of the £355,741,000 outstanding 1.177% notes due August 2023 with a first optional call date of May 12, 2023 (ISIN: XS1475051162) at a purchase price of 101.942, based on the 0.75% Treasury gilt due July 2023 plus a fixed spread of 15 basis points, with £204,825,000 outstanding after settlement;

• €107,140,000 accepted for purchase of the €486,884,000 outstanding 1.117% notes due January 2024 with a first optional call date of Oct. 25, 2023 (ISIN: XS1527126772) at a purchase price of 103.896, based on the January 2024 mid-swap rate plus a fixed spread of 10 bps, with €379,744,000 outstanding after settlement;

• €183,167,000 accepted for purchase of the €552,788,000 outstanding 0.9% notes due July 2024 (ISIN: XS1851277969) at a purchase price of 103.75, based on the July 2024 mid-swap rate plus a fixed spread of 20 bps, with €369,621,000 outstanding after settlement;

• €72,854,000 accepted for purchase of the €543,775,000 outstanding 0.83% notes due September 2024 with a first optional call date of June 19, 2024 (ISIN: XS1492671158) at a purchase price of 103.488, based on the September 2024 mid-swap rate plus a fixed spread of 20 bps, with €470,921,000 outstanding after settlement; and

• £215,362,000 accepted for purchase of the £400 million outstanding 2.03% notes due February 2025 (ISIN: XS1566187214) at a purchase price of 105.072, based on the 5% Treasury gilt due March 2025 plus a fixed spread of 45 bps, with £184,638,000 outstanding after settlement.

Priority level 2

In the second priority grouping, tender results and pricing are as follows:

• €77,342,000 accepted for purchase of the €572,636,000 outstanding 1.077% notes due June 2025 with a first optional call date of March 16, 2025 (ISIN: XS1637863629) at a purchase price of 104.896, priced using the June 2025 mid-swap rate plus a fixed spread of 25 bps, with €495,294,000 outstanding after settlement;

• £105,529,000 accepted for purchase of the £207.24 million outstanding 1.827% notes due September 2025 (ISIN: XS1992928116) at a purchase price of 104.478, priced using the 2% Treasury gilt due September 2025 plus a fixed spread of 50 bps, with £101,711,000 outstanding after settlement;

• None accepted for purchase of the £450 million outstanding 2.274% notes due 2026 (ISIN: XS1851278421) that was to be priced using the 1.5% Treasury gilt due July 2026 plus a fixed spread of 60 bps;

• None accepted for purchase of the €1.1 billion outstanding 0.831% notes due 2027 (ISIN: XS1992931508) that was to be priced using the 2027 mid-swap rate plus a fixed spread of 40 bps; and

• €72,420,000 accepted for purchase of the €640,096,000 outstanding 1.594% notes due 2028 (ISIN: XS1851278777) at a purchase price of 108.788, priced using the 2028 mid-swap rate plus a fixed spread of 50 bps, with €567,676,000 outstanding after settlement.

Offer details

Pricing was determined at 4 a.m. ET on March 18 for the sterling-denominated notes. For the euro-denominated notes, pricing was set at 6 a.m. ET on March 18.

The company will also pay accrued interest for accepted notes. Interest is not included in the €1.8 billion purchase price cap.

Valid tender instructions had to be received by 11 a.m. ET on March 17. Settlement is expected for March 19.

Lloyds Bank Corporate Markets plc (+44 20 7158 1719/1726, liability.mangement@lloydsbanking.com) and MUFG Securities EMEA plc (+44 20 7577 4218, liability.management@mufgsecurities.com) are the dealer managers for the offer.

Lucid Issuer Services Ltd. (+44 20 7704 0880, bp@lucid-is.com) is the tender agent.

BP is a multinational oil and gas company with headquarters in London.

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