Filed pursuant to Rule 433
Registration Statement Nos. 333-208478 and
333-208478-01
April 28, 2016
PRICING TERM SHEET
U.S.$750,000,000 1.676% Guaranteed Notes due 2019
| Issuer: |
BP Capital Markets p.l.c. (“BP Capital U.K.”) | |
| Guarantor: |
BP p.l.c. (“BP”) | |
| Title: |
1.676% Guaranteed Notes due 2019 (the “2019 Notes”) | |
| Total Principal Amount Being Issued: |
$750,000,000 | |
| Denomination: |
The 2019 Notes will be issued in denominations of $1,000 and integral multiples of $1,000. | |
| Issuance Date: |
May 4, 2016 | |
| Guarantee: |
Payment of the principal of and interest on the 2019 Notes is fully guaranteed by BP. | |
| Maturity Date: |
May 3, 2019 | |
| Day Count: |
30/360 | |
| Day Count Convention: |
Following Unadjusted | |
| Interest Rate: |
1.676% per annum | |
| Date Interest Starts Accruing: |
May 4, 2016 | |
| Interest Payment Dates: |
May 3 and November 3 of each year, subject to the Day Count Convention | |
| First Interest Payment Date: |
November 3, 2016 | |
| Treasury Benchmark: |
0.875% due April 15, 2019 | |
| US Treasury Yield / Price: |
0.926% / 99-27 1⁄4 | |
| Spread to Treasury: |
T+75 bps | |
| Re-offer Yield: |
1.676% | |
| Business Day: |
Any week day on which banking or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive order to close. | |
| Ranking: |
The 2019 Notes are unsecured and unsubordinated and will rank equally with all of BP Capital U.K.’s other unsecured and unsubordinated indebtedness. | |
| Regular Record Dates for Interest: |
The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day. | |
| Payment of Additional Amounts: |
Under current law, payments of interest may be made without withholding or deduction for or on account of U.K. income tax, and no additional amounts will therefore be payable, provided that the 2019 Notes are listed on a “recognised stock exchange” within the |
| meaning of Section 1005 of the UK Income Tax Act 2007. The New York Stock Exchange is a “recognised stock exchange” at the date hereof. | ||
| Listing: |
Application will be made to list the 2019 Notes on the New York Stock Exchange although neither BP Capital U.K. nor BP can guarantee such listing will be obtained. | |
| Redemption: |
The 2019 Notes are not redeemable, except as described under “Description of Debt Securities and Guarantees—Optional Tax Redemption” on page 17 of the prospectus and as described below under “Optional Make-whole Redemption”. The provision for optional tax redemption described in the prospectus will apply in respect of changes in tax treatments occurring after April 28, 2016. | |
| Optional Make-whole Redemption: |
BP Capital U.K. has the right to redeem the 2019 Notes, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2019 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2019 Notes to be redeemed (not including any portion of payments of interest accrued and unpaid to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 12.5 basis points, plus in each case accrued and unpaid interest to the date of redemption. For purposes of determining the optional make-whole redemption price, the following definitions are applicable. “Treasury rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date. “Comparable treasury issue” means the U.S. Treasury security or securities selected by the quotation agent as having an actual or interpolated maturity comparable to the remaining term of the 2019 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes. “Comparable treasury price” means, with respect to any redemption date, the average of the reference treasury dealer quotations for such redemption date. “Quotation agent” means one of the reference treasury dealers appointed by BP Capital U.K. “Reference treasury dealer” means Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Mizuho Securities USA Inc. or their affiliates, each of which is a primary U.S. government securities dealer in the United States (a “primary treasury dealer”), and their respective successors, and two other primary treasury dealers selected by BP Capital U.K., provided, however, that if any of the foregoing |
| shall cease to be a primary treasury dealer, BP Capital U.K. shall substitute therefor another primary treasury dealer. “Reference treasury dealer quotations” means with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent by such reference treasury dealer at 5:00 p.m. New York time on the third business day preceding such redemption date. | ||
| Sinking Fund: |
There is no sinking fund. | |
| Further Issuances: |
BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional notes in one or more transactions subsequent to the date of the related prospectus supplement dated April 28, 2016 with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2019 Notes issued pursuant to the prospectus supplement. These additional notes will be deemed part of the same series as the 2019 Notes issued pursuant to the prospectus supplement and will provide the holders of these additional notes the right to vote together with holders of the 2019 Notes issued pursuant to the prospectus supplement, provided that such additional notes will be issued with no more than de minimis original issue discount or be part of a “qualified reopening” for U.S. federal income tax purposes. | |
| Public Offering Price: |
Per 2019 Note: 100.000%; Total: $750,000,000 | |
| Underwriters’ Discount: |
Per 2019 Note: 0.125%; Total: $937,500 | |
| Proceeds, Before Expenses, to Us: |
Per 2019 Note: 99.875%; Total: $749,062,500 | |
| Underwriters: |
Citigroup Global Markets Inc. ($125,000,000) | |
| Deutsche Bank Securities Inc. ($125,000,000) | ||
| HSBC Securities (USA) Inc. ($125,000,000) | ||
| J.P. Morgan Securities LLC ($125,000,000) | ||
| Mitsubishi UFJ Securities (USA), Inc. ($125,000,000) | ||
| Mizuho Securities USA Inc. ($125,000,000) | ||
| CUSIP Number: |
05565QDC9 | |
| ISIN: |
US05565QDC96 |
U.S.$1,250,000,000 3.119% Guaranteed Notes due 2026
| Issuer: |
BP Capital U.K. | |
| Guarantor: |
BP | |
| Title: |
3.119% Guaranteed Notes due 2026 (the “2026 Notes”) | |
| Total Principal Amount Being Issued: |
$1,250,000,000 | |
| Denomination: |
The 2026 Notes will be issued in denominations of $1,000 and integral multiples of $1,000. | |
| Issuance Date: |
May 4, 2016 |
| Guarantee: |
Payment of the principal of and interest on the 2026 Notes is fully guaranteed by BP. | |
| Maturity Date: |
May 4, 2026 | |
| Day Count: |
30/360 | |
| Day Count Convention: |
Following Unadjusted | |
| Interest Rate: |
3.119% per annum | |
| Date Interest Starts Accruing: |
May 4, 2016 | |
| Interest Payment Dates: |
May 4 and November 4 of each year, subject to the Day Count Convention | |
| First Interest Payment Date: |
November 4, 2016 | |
| Treasury Benchmark: |
1.625% due February 15, 2026 | |
| US Treasury Yield / Price: |
1.819% / 98-08+ | |
| Spread to Treasury: |
T+130 bps | |
| Re-offer Yield: |
3.119% | |
| Business Day: |
Any week day on which banking or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive order to close. | |
| Ranking: |
The 2026 Notes are unsecured and unsubordinated and will rank equally with all of BP Capital U.K.’s other unsecured and unsubordinated indebtedness. | |
| Regular Record Dates for Interest: |
The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day. | |
| Payment of Additional Amounts: |
Under current law, payments of interest may be made without withholding or deduction for or on account of U.K. income tax, and no additional amounts will therefore be payable, provided that the 2026 Notes are listed on a “recognised stock exchange” within the meaning of Section 1005 of the UK Income Tax Act 2007. The New York Stock Exchange is a “recognised stock exchange” at the date hereof. | |
| Listing: |
Application will be made to list the 2026 Notes on the New York Stock Exchange although neither BP Capital U.K. nor BP can guarantee such listing will be obtained. | |
| Redemption: |
The 2026 Notes are not redeemable, except as described under “Description of Debt Securities and Guarantees—Optional Tax Redemption” on page 17 of the prospectus and as described below under “Optional Make-whole Redemption”. The provision for optional tax redemption described in the prospectus will apply in respect of changes in tax treatments occurring after April 28, 2016. | |
| Optional Make-whole Redemption: |
Prior to February 4, 2026 (the date that is three months prior to the scheduled maturity date for the 2026 notes), BP Capital U.K. has the right to redeem the 2026 Notes, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2026 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2026 Notes to be redeemed that would be due if such notes matured on February 4, 2026 (not |
| including any portion of payments of interest accrued and unpaid to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 20 basis points, plus in each case accrued and unpaid interest to the date of redemption. On or after February 4, 2026 (the date that is three months prior to the scheduled maturity date for the 2026 notes), BP Capital U.K. has the right to redeem the 2026 notes, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the 2026 notes to be redeemed , plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption. For purposes of determining the optional make-whole redemption price, the following definitions are applicable. “Treasury rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date. “Comparable treasury issue” means the U.S. Treasury security or securities selected by the quotation agent as having an actual or interpolated maturity comparable to the remaining term of the 2026 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes. “Comparable treasury price” means, with respect to any redemption date, the average of the reference treasury dealer quotations for such redemption date. “Quotation agent” means one of the reference treasury dealers appointed by BP Capital U.K. “Reference treasury dealer” means Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Mizuho Securities USA Inc. or their affiliates, each of which is a primary U.S. government securities dealer in the United States (a “primary treasury dealer”), and their respective successors, and two other primary treasury dealers selected by BP Capital U.K., provided, however, that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital U.K. shall substitute therefor another primary treasury dealer. “Reference treasury dealer quotations” means with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent by such reference treasury dealer at 5:00 p.m. New York time on the third business day preceding such redemption date. | ||
| Sinking Fund: |
There is no sinking fund. | |
| Further Issuances: |
BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional notes in one |
| or more transactions subsequent to the date of the related prospectus supplement dated April 28, 2016 with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2026 Notes issued pursuant to the prospectus supplement. These additional notes will be deemed part of the same series as the 2026 Notes issued pursuant to the prospectus supplement and will provide the holders of these additional notes the right to vote together with holders of the 2026 Notes issued pursuant to the prospectus supplement, provided that such additional notes will be issued with no more than de minimis original issue discount or be part of a “qualified reopening” for U.S. federal income tax purposes. | ||||
| Public Offering Price: |
Per 2026 Note: 100.000%; Total: $1,250,000,000 | |||
| Underwriters’ Discount: |
Per 2026 Note: 0.300%; Total: $3,750,000 | |||
| Proceeds, Before Expenses, to Us: |
Per 2026 Note: 99.700%; Total: $1,246,250,000 | |||
| Underwriters: |
Citigroup Global Markets Inc. | ($208,334,000) | ||
| Deutsche Bank Securities Inc. | ($208,334,000) | |||
| HSBC Securities (USA) Inc. | ($208,333,000) | |||
| J.P. Morgan Securities LLC | ($208,333,000) | |||
| Mitsubishi UFJ Securities (USA), Inc. ($208,333,000) | ||||
| Mizuho Securities USA Inc. | ($208,333,000) | |||
| CUSIP Number: |
05565QDB1 | |||
| ISIN: |
US05565QDB14 | |||
* * * * * * * *
The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Deutsche Bank Securities Inc. toll-free at 1-800-503-4611, HSBC Securities (USA) Inc. toll-free at 1-866-811-8049, J.P. Morgan Securities LLC collect at 1-212-834-4533, Mitsubishi UFJ Securities (USA), Inc. toll-free at 1-877-649-6848 or Mizuho Securities USA Inc. toll-free at 1-866-271-7403.