press release
20 December 2021
bp announces agreement to acquire bp midstream partners
bp p.l.c. and its affiliates ("bp") and BP Midstream Partners LP
("BPMP") today announced that they have entered into a definitive
agreement for a bp U.S. affiliate to acquire all outstanding common
units of BPMP not already owned directly or indirectly by bp (the
"Public Common Units"), representing 47,837,828 common units, in an
all-stock transaction whereby each unitholder of the Public Common
Units would receive 0.575 of an American Depositary Share of bp in
exchange for each Public Common Unit owned. The agreement follows
the offer made by bp in August 2021 to acquire the publicly traded
units of BPMP.
In line with bp's strategy introduced last year of becoming an
integrated energy company, this transaction will deepen bp's
interests in, and simplifies the ownership and governance structure
of, midstream assets that support integration and optimisation of
its fuels value chain in the US. This transaction provides the
opportunity for BPMP unitholders to participate in this
strategy.
The Board of Directors of BP Midstream Partners GP LLC - the
general partner of BPMP - (the "BPMP Board") delegated to a
conflicts committee of the BPMP Board, consisting solely of
independent directors, the authority to review, evaluate, negotiate
and approve the transaction on behalf of BPMP and the public
unitholders. The conflicts committee of the BPMP Board, after
evaluating the transaction in consultation with its independent
legal and financial advisors, unanimously approved the
transaction.
The transaction is expected to close in the first quarter of
2022, subject to customary approvals. A subsidiary of bp, as the
holder of a majority of the outstanding common units, has committed
to vote its units to approve the transaction.
Advisors
BofA Securities is acting as financial advisor and Baker Botts
L.L.P. is acting as legal advisor to bp. Vinson & Elkins LLP is
acting as legal advisor to BPMP. Tudor, Pickering, Holt & Co.
is acting as financial advisor and Gibson, Dunn & Crutcher LLP
is acting as legal advisor to the conflicts committee of the BPMP
Board.
About bp
bp's ambition is to become a net zero company by 2050 or sooner,
and to help the world get to net zero. bp is America's largest
energy investor since 2005, investing more than $130 billion in the
economy and supporting about 230,000 additional jobs through its
business activities. For more information on bp in the US, visit
www.bp.com/us.
bp further information
bp press office, US, uspress@bp.com
bp investor relations, ir@bp.com
bp privacy statement
https://www.bp.com/en/global/corporate/news-and-insights/press-releases/privacy-statement-press.html
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About BPMP
BPMP is a fee-based, growth-oriented master limited partnership
formed by BP Pipelines (North America), Inc. to own, operate,
develop and acquire pipelines and other midstream assets. BPMP's
assets consist of interests in entities that own crude oil, natural
gas, refined products and diluent pipelines, and refined product
terminals, serving as key infrastructure for bp and other customers
to transport onshore crude oil production to bp's Whiting Refinery
and offshore crude oil and natural gas production to key refining
markets and trading and distribution hubs. Certain of BPMP's assets
deliver refined products and diluent from the Whiting Refinery and
other U.S. supply hubs to major demand centers.
For more information on BPMP and the assets owned by BPMP,
please visit www.bpmidstreampartners.com.
BPMP further information
BPMP investor relations, bpmpir@bp.com
BPMP privacy statement
https://www.bp.com/en/global/bp-midstream-partners/privacy-statement.html
Forward Looking Statements
The reports, filings, and other public announcements of each of
bp and BPMP may contain or incorporate by reference statements that
do not directly or exclusively relate to historical facts. Such
statements are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Each of bp
and BPMP make these forward-looking statements in reliance on the
safe harbor protections provided under the Private Securities
Litigation Reform Act of 1995.
This press release contains certain forecasts, projections and
other forward-looking statements - that is, statements related to
future, not past, events and circumstances which may relate to one
or more of the closing, expected timing, and benefits of the
proposed acquisition by a bp U.S. affiliate to acquire all
outstanding common units of BPMP not already owned directly or
indirectly by bp, the financial condition, results of operations
and businesses of bp and certain of the plans and objectives of bp
or BPMP 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. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will or may
occur in the future and are outside the control of bp or BPMP.
Actual results may differ from those expressed in such statements,
depending on a variety of factors including with respect to bp, the
risk factors set forth in its most recent Annual Report and Form
20-F under 'Risk factors' and with respect to BPMP, the risk
factors set forth in its most recent annual report on Form 10-k
under "Risk Factors.'
bp's most recent Annual Report and Form 20-F is available on its
website at www.bp.com and BPMP's most recent annual report on Form
10-K is available on its website at
https://www.bp.com/en/global/bp-midstream-partners, or either can
be obtained from the SEC by calling 1-800-SEC-0330 or on its
website at www.sec.gov.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the transaction or otherwise, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information and Where You Can Find It
In connection with the proposed transaction, bp will file a
registration statement on Form F-4, which will include a consent
statement of BPMP, with the U.S. Securities and Exchange Commission
("SEC"). INVESTORS AND
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SECURITYHOLDERS OF BPMP ARE ADVISED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND CONSENT STATEMENT, PROSPECTUS, OR OTHER
DOCUMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION
AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive consent
statement will be sent to securityholders of BPMP in connection
with any solicitation of consents of BPMP unitholders relating to
the proposed transaction. Investors and securityholders may obtain
a free copy of such documents and other relevant documents (if and
when available) filed by bp or BPMP with the SEC from the SEC's
website at www.sec.gov. Securityholders and other interested
parties will also be able to obtain, without charge, a copy of such
documents and other relevant documents (if and when available) from
bp's website at www.bp.com under the "Investors" tab under the
sub-headings "Regulatory news services and filings-BP p.l.c. Form
20F and SEC Filings" or from BPMP's website at
www.bp.com/en/global/bp-midstream-partners under the "Investor
Relations" tab under the sub-heading "SEC Filings."
Participants in the Solicitation
bp, BPMP and certain of their directors, executive officers and
employees may be deemed participants in the solicitation of
consents from BPMP unitholders in connection with the proposed
transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
unitholders of BPMP in connection with the proposed transaction,
including a description of their direct or indirect interests, by
security holdings or otherwise, will be set forth in the consent
statement/prospectus when it is filed with the SEC. Information
about the directors and executive officers of BPMP and their
ownership of BPMP common units is set forth in BPMP's Form 10-K for
the year ended December 31, 2020, as previously filed with the SEC
on February 25, 2021. Free copies of these documents may be
obtained as described in the paragraphs above. The BPMP Conflicts
Committee is making no recommendation with respect to any
solicitation of consents from BPMP unitholders in connection with
the proposed transaction.
(END) Dow Jones Newswires
December 20, 2021 08:42 ET (13:42 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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