BP Capital offers to buy notes from 10 series for up to €1.5 billion

By Marisa Wong

Los Angeles, May 9 – BP Capital Markets plc announced separate invitations to holders of its outstanding notes from 10 series, each guaranteed by BP plc, to tender their notes for purchase for cash.

The issuer plans to accept an aggregate amount of notes such that the total amount payable for those notes is capped at €1.5 billion, excluding accrued interest.

The issuer is offering to purchase notes from the following series:

• €1 billion outstanding 1.876% notes due April 2024 (ISIN: XS2135797202) at 98.85;

• €750 million outstanding 1.953% notes due March 2025 (ISIN: XS1375957294), with the purchase price to be based on the March 2025 notes interpolated mid-swap rate and a purchase spread of negative 45 basis points;

• €850 million 1.077% notes due June 2025 (ISIN: XS1637863629), €464,515,000 of which is outstanding, with the purchase price to be based on the June 2025 notes interpolated mid-swap rate and a purchase spread of negative 40 bps;

• €1.25 billion outstanding 1.573% notes due February 2027 (ISIN: XS1190974011), with the purchase price to be based on the February 2027 notes interpolated mid-swap rate and a purchase spread of 15 bps;

• €1.1 billion 0.831% notes due November 2027 (ISIN: XS1992931508), €481.22 million of which is outstanding, with the purchase price to be based on the November 2027 notes interpolated mid-swap rate and a purchase spread of 15 bps;

• €1 billion 0.9% notes due July 2024 (ISIN: XS1851277969), €329,488,000 of which is outstanding, with the purchase price to be based on the July 2024 notes interpolated mid-swap rate and a purchase spread of negative 50 bps;

• €850 million 0.83% notes due September 2024 (ISIN: XS1492671158), €430,677,000 of which is outstanding, with the purchase price to be based on the September 2024 notes interpolated mid-swap rate and a purchase spread of negative 50 bps;

• €1 billion outstanding 2.972% notes due February 2026 (ISIN: XS1040506898), with the purchase price to be based on the February 2026 notes interpolated mid-swap rate and a purchase spread of negative 10 bps;

• €850 million outstanding 2.213% notes due September 2026 (ISIN: XS1114473579), with the purchase price to be based on the September 2026 notes interpolated mid-swap rate and a purchase spread of 10 bps; and

• €900 million 1.594% notes due 2028 (ISIN: XS1851278777), €567,676,000 of which is outstanding, with the purchase price to be based on the 2028 notes interpolated mid-swap rate and a purchase spread of 25 bps.

The first five series have an acceptance priority level of 1, and the last five series have an acceptance priority level of 2.

Tenders may be subject to proration.

The offers will expire a 11 a.m. ET on May 16.

Pricing will take place at 6 a.m. ET on May 17. Indicative results will be announced prior to the pricing time, and final results will be announced soon after the pricing time.

Settlement is slated for May 19.

Concurrently, BP Capital Markets BV intends to launch two new series of euro-denominated fixed-rate notes to be guaranteed by BP plc. However, the tender offers are not conditioned on completion of the new notes offering.

The dealer managers for the tender offer are Barclays Bank plc (+44 20 3134 8515; eu.lm@barclays.com) and Standard Chartered Bank (+44 20 7885 5739; liability_management@sc.com).

The tender agent is Kroll Issuer Services Ltd. (+44 20 7704 0880; attn.: Arlind Bytyqi; bp@is.kroll.com; https://deals.is.kroll.com/bp).

BP Capital Markets is a financing arm of the London-based oil and gas company.

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