| November 20, 2024 | Filed pursuant to Rule 433 Registration Statement Nos. 333-277842 and 333-277842-02 |
PRICING TERM SHEET
| U.S. $400,000,000 5.017% Fixed Rate Guaranteed Notes due 2027 | ||
| Issuer: | BP Capital Markets America Inc. (“BP Capital America”) | |
| Guarantor: | BP p.l.c. (“BP”) | |
| Title: | Fixed Rate Guaranteed Notes due 2027 (the “2027 Notes”) | |
| Total Principal Amount Being Issued: | $400,000,000. The 2027 Notes offered under this free writing prospectus will have the same terms (other than the public offering price and issuance date), form part of the same series and trade freely with the $750,000,000 aggregate principal amount of 5.017% Guaranteed Notes due 2027 issued on May 17, 2024 (the “Original 2027 Notes”). Upon completion of this offering, $1,150,000,000 aggregate principal amount of 2027 Notes and Original 2027 Notes will be outstanding. | |
| Denomination: | The 2027 Notes will be issued in denominations of $1,000 and integral multiples of $1,000. | |
| Issuance Date: | November 25, 2024 | |
| Guarantee: | Payment of the principal of and interest on the 2027 Notes is fully guaranteed by BP. | |
| Maturity Date: | November 17, 2027 | |
| Day Count: | 30/360 | |
| Day Count Convention: | Following Unadjusted | |
| Interest Rate: | 5.017% per annum | |
| Date Interest Starts Accruing: | November 17, 2024 | |
| Interest Payment Dates: | May 17 and November 17 of each year, subject to the Day Count Convention. | |
| First Interest Payment Date: | May 17, 2025. The interest payable on May 17, 2025 to the purchasers of the 2027 Notes will include interest deemed to have accrued from and including November 17, 2024 to, but excluding, November 25, 2024 totaling $445,955.56. | |
| Treasury Benchmark: | 4.125% due November 15, 2027 | |
| Treasury Benchmark Yield/Price: | 4.257% / 99-20 1/4 | |
| Spread to Treasury Benchmark: | T + 37.5bps | |
| Re-offer Yield: | 4.632% | |
| 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 2027 Notes are unsecured and unsubordinated and will rank equally with all of BP Capital America’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: | In the event that BP is required to withhold any taxes by the laws of the jurisdiction in which BP is incorporated from a payment under the guarantee, BP will be required, subject to certain exceptions, to pay you an additional amount so that the net amount you receive is the amount specified in the 2027 Notes to which you are entitled. | |
| Listing: | The Original 2027 Notes issued on May 17, 2024 are listed on the New York Stock Exchange. Application will be made to list the 2027 Notes on the New York Stock Exchange, although neither BP Capital America nor BP can guarantee such listing will be obtained. | |
| Redemption: | The 2027 Notes are not redeemable, except as described under “Description of Debt Securities and Guarantees—Optional Tax Redemption” on page 18 of the prospectus and as described below under “Optional Redemption”. The provision for optional tax redemption described in the prospectus will apply in respect of changes in tax treatments occurring after May 15, 2024. | |
| Optional Redemption: | Prior to October 17, 2027 (one month prior to their maturity date) (the “Par Call Date”), BP Capital America may redeem the 2027 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: | |
| (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2027 Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and | ||
| (2) 100% of the principal amount of the 2027 Notes to be redeemed, | ||
| plus, in either case, accrued and unpaid interest thereon to the redemption date. | ||
| On or after the Par Call Date, BP Capital America may redeem the 2027 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 2027 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. | ||
| “Treasury Rate” means, with respect to any redemption date, the yield determined by BP Capital America in accordance with the following two paragraphs. | ||
| The Treasury Rate shall be determined by BP Capital America after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, BP Capital America shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date. | ||
| If on the third business day preceding the redemption date H.15 TCM or any successor designation or publication is no longer published, BP Capital America shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a | ||
| maturity date following the Par Call Date, BP Capital America shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, BP Capital America shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. | ||
| BP Capital America’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Once notice of redemption is sent, the 2027 Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to the redemption date, subject to any conditions precedent specified in such notice. | ||
| Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of the 2027 Notes to be redeemed. If less than all of the 2027 Notes are to be redeemed, the 2027 Notes to be redeemed shall be selected by the Trustee in accordance with its policies and procedures. For so long as the 2027 Notes are held by DTC, Euroclear or Clearstream (or another depositary), the redemption of the 2027 Notes shall be done in accordance with the policies and procedures of the depositary. Unless BP Capital America defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the 2027 Notes or portions thereof called for redemption. Neither the Trustee nor the paying agent shall be responsible for calculating the redemption price. | ||
| Sinking Fund: | There is no sinking fund. | |
| Further Issuances: | BP Capital America may, at its sole option, at any time and without the consent of the then existing note holders issue additional 2027 Notes in one or more transactions subsequent to the date of the related prospectus supplement dated November 20, 2024 with terms (other than the issuance date, public offering price and, possibly, the first interest payment date and the date interest starts accruing) identical to | |
| the 2027 Notes issued pursuant to the prospectus supplement. These additional 2027 Notes will be deemed part of the same series as and fungible with the 2027 Notes issued pursuant to the prospectus supplement and will provide the holders of these additional 2027 Notes the right to vote together with holders of the 2027 Notes issued pursuant to the prospectus supplement, provided that such additional 2027 Notes will be issued with no more than de minimis original issue discount or will be part of a “qualified reopening” for U.S. federal income tax purposes. | ||||
| Public Offering Price: | Per 2027 Note: 101.034%; Total: $404,136,000, (in each case, plus accrued interest from and including November 17, 2024 to, but excluding November 25, 2024) | |||
| Underwriters’ Discount: | Per 2027 Note: 0.070%; Total: $280,000 | |||
| Proceeds, Before Expenses, to Us: | Per 2027 Note: 100.964%; Total: $403,856,000, (in each case, plus accrued interest from and including November 17, 2024 to, but excluding November 25, 2024) | |||
| Underwriter: | BofA Securities, Inc. | $62,667,000 | ||
| Goldman Sachs & Co. LLC | $62,667,000 | |||
| Morgan Stanley & Co. LLC | $62,667,000 | |||
| SMBC Nikko Securities America, Inc. | $62,667,000 | |||
| Santander US Capital Markets LLC | $62,666,000 | |||
| TD Securities (USA) LLC | $62,666,000 | |||
| Academy Securities, Inc. | $12,000,000 | |||
| CAVU Securities LLC | $12,000,000 | |||
| CUSIP Number: | 10373Q BY5 | |||
| ISIN: | US10373QBY52 | |||
| Supplemental Information on U.S. Taxation: | BP Capital America expects that the 2027 Notes will be treated as issued in a “qualified reopening” of the outstanding $750,000,000 5.017% Guaranteed Notes due 2027 (CUSIP: 10373Q BY5, ISIN: US10373QBY52), previously issued by BP Capital America for U.S. federal income tax purposes. Debt securities issued in a qualified reopening for U.S. federal income tax purposes are deemed to be part of the same issue as the original debt securities. Under such treatment, the 2027 Notes would be deemed to have the same issue date and the same adjusted issue price as the Original 2027 Notes for U.S. federal income tax purposes. Payments on the 2027 Notes that are attributable to accrued interest for the period from and including November 17, 2024 up to and excluding the date of delivery which is expected to be November 25, 2024 should not be includible in income but should instead be treated as a return of capital which would generally reduce your tax basis in your notes. | |||
| U.S. $650,000,000 4.868% Fixed Rate Guaranteed Notes due 2029 | ||
| Issuer: | BP Capital Markets America Inc. (“BP Capital America”) | |
| Guarantor: | BP p.l.c. (“BP”) | |
| Title: | Fixed Rate Guaranteed Notes due 2029 (the “2029 Notes”) | |
| Total Principal Amount Being Issued: | $650,000,000 | |
| Denomination: | The 2029 Notes will be issued in denominations of $1,000 and integral multiples of $1,000. | |
| Issuance Date: | November 25, 2024 | |
| Guarantee: | Payment of the principal of and interest on the 2029 Notes is fully guaranteed by BP. | |
| Maturity Date: | November 25, 2029 | |
| Day Count: | 30/360 | |
| Day Count Convention: | Following Unadjusted | |
| Interest Rate: | 4.868% per annum | |
| Date Interest Starts Accruing: | November 25, 2024 | |
| Interest Payment Dates: | May 25 and November 25 of each year, subject to the Day Count Convention. | |
| First Interest Payment Date: | May 25, 2025 | |
| Treasury Benchmark: | 4.125% due October 31, 2029 | |
| Treasury Benchmark Yield/Price: | 4.268% / 99-11 3/4 | |
| Spread to Treasury Benchmark: | T + 60bps | |
| Re-offer Yield: | 4.868% | |
| 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 2029 Notes are unsecured and unsubordinated and will rank equally with all of BP Capital America’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: | In the event that BP is required to withhold any taxes by the laws of the jurisdiction in which BP is incorporated from a payment under the guarantee, BP will be required, subject to certain exceptions, to pay you an additional amount so that the net amount you receive is the amount specified in the 2029 Notes to which you are entitled. | |
| Listing: | Application will be made to list the 2029 Notes on the New York Stock Exchange, although neither BP Capital America nor BP can guarantee such listing will be obtained. | |
| Redemption: | The 2029 Notes are not redeemable, except as described under “Description of Debt Securities and Guarantees—Optional Tax Redemption” on page 18 of the prospectus and as described below under “Optional Redemption”. The provision for optional tax redemption described in the prospectus will apply in respect of changes in tax treatments occurring after November 20, 2024. | |
| Optional Redemption: | Prior to October 25, 2029 (one month prior to their maturity date) (the “Par Call Date”), BP Capital America may redeem the 2029 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: | |
| (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2029 Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and | ||
| (2) 100% of the principal amount of the 2029 Notes to be redeemed, | ||
| plus, in either case, accrued and unpaid interest thereon to the redemption date. | ||
| On or after the Par Call Date, BP Capital America may redeem the 2029 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 2029 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. | ||
| “Treasury Rate” means, with respect to any redemption date, the yield determined by BP Capital America in accordance with the following two paragraphs. | ||
| The Treasury Rate shall be determined by BP Capital America after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, BP Capital America shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury | ||
| constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date. | ||
| If on the third business day preceding the redemption date H.15 TCM or any successor designation or publication is no longer published, BP Capital America shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, BP Capital America shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, BP Capital America shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. | ||
| BP Capital America’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Once notice of redemption is sent, the 2029 Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to the redemption date, subject to any conditions precedent specified in such notice. | ||
| Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of the 2029 Notes to be redeemed. If less than all of the 2029 Notes are to be redeemed, the 2029 Notes to be redeemed shall be selected by the Trustee in accordance with its policies and procedures. For so long as the 2029 Notes are held by DTC, Euroclear or Clearstream (or another depositary), the redemption of the 2029 Notes shall be done in accordance with the policies and procedures of the depositary. Unless BP Capital America defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the 2029 Notes or portions thereof called for redemption. Neither the Trustee nor the paying agent shall be responsible for calculating the redemption price. | ||||
| Sinking Fund: | There is no sinking fund. | |||
| Further Issuances: | BP Capital America may, at its sole option, at any time and without the consent of the then existing note holders issue additional 2029 Notes in one or more transactions subsequent to the date of the related prospectus supplement dated November 20, 2024 with terms (other than the issuance date, public offering price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2029 Notes issued pursuant to the prospectus supplement. These additional 2029 Notes will be deemed part of the same series as and fungible with the 2029 Notes issued pursuant to the prospectus supplement and will provide the holders of these additional 2029 Notes the right to vote together with holders of the 2029 Notes issued pursuant to the prospectus supplement, provided that such additional 2029 Notes will be issued with no more than de minimis original issue discount or will be part of a “qualified reopening” for U.S. federal income tax purposes. | |||
| Public Offering Price: | Per 2029 Note: 100.000%; Total: $650,000,000 | |||
| Underwriters’ Discount: | Per 2029 Note: 0.100%; Total: $650,000 | |||
| Proceeds, Before Expenses, to Us: | Per 2029 Note: 99.900%; Total: $649,350,000 | |||
| Underwriter: | BofA Securities, Inc. | $101,834,000 | ||
| Goldman Sachs & Co. LLC | $101,834,000 | |||
| Morgan Stanley & Co. LLC | $101,833,000 | |||
| SMBC Nikko Securities America, Inc. | $101,833,000 | |||
| Santander US Capital Markets LLC | $101,833,000 | |||
| TD Securities (USA) LLC | $101,833,000 | |||
| Academy Securities, Inc. | $19,500,000 | |||
| CAVU Securities LLC | $19,500,000 | |||
| CUSIP Number: | 10373Q CB4 | |||
| ISIN: | US10373QCB41 | |||
| U.S. $950,000,000 5.227% Fixed Rate Guaranteed Notes due 2034 | ||
| Issuer: | BP Capital Markets America Inc. (“BP Capital America”) | |
| Guarantor: | BP p.l.c. (“BP”) | |
| Title: | Fixed Rate Guaranteed Notes due 2034 (the “2034 Notes” and together with the 2027 Notes and the 2029 Notes, the “Notes”) | |
| Total Principal Amount Being Issued: | $950,000,000. The 2034 Notes offered under this free writing prospectus will have the same terms (other than the public offering price and issuance date), form part of the same series and trade freely with the $1,000,000,000 aggregate principal amount of 5.227% Guaranteed Notes due 2034 issued on May 17, 2024 (the “Original 2034 Notes”). Upon completion of this offering, $1,950,000,000 aggregate principal amount of 2034 Notes and Original 2034 Notes will be outstanding. | |
| Denomination: | The 2034 Notes will be issued in denominations of $1,000 and integral multiples of $1,000. | |
| Issuance Date: | November 25, 2024 | |
| Guarantee: | Payment of the principal of and interest on the 2034 Notes is fully guaranteed by BP. | |
| Maturity Date: | November 17, 2034 | |
| Day Count: | 30/360 | |
| Day Count Convention: | Following Unadjusted | |
| Interest Rate: | 5.227% per annum | |
| Date Interest Starts Accruing: | November 17, 2024 | |
| Interest Payment Dates: | May 17 and November 17 of each year, subject to the Day Count Convention. | |
| First Interest Payment Date: | May 17, 2025. The interest payable on May 17, 2025 to the purchasers of the 2034 Notes will include interest deemed to have accrued from and including November 17, 2024 to, but excluding, November 25, 2024, totaling $1,103,477.78. | |
| Treasury Benchmark: | 4.250% due November 15, 2034 | |
| Treasury Benchmark Yield/Price: | 4.404% / 98-24+ | |
| Spread to Treasury Benchmark: | T + 87.5bps | |
| Re-offer Yield: | 5.279% | |
| 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 2034 Notes are unsecured and unsubordinated and will rank equally with all of BP Capital America’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: | In the event that BP is required to withhold any taxes by the laws of the jurisdiction in which BP is incorporated from a payment under the guarantee, BP will be required, subject to certain exceptions, to pay you an additional amount so that the net amount you receive is the amount specified in the 2034 Notes to which you are entitled. | |
| Listing: | The Original 2034 Notes issued on May 17, 2024 are listed on the New York Stock Exchange. Application will be made to list the 2034 Notes on the New York Stock Exchange, although neither BP Capital America nor BP can guarantee such listing will be obtained. | |
| Redemption: | The 2034 Notes are not redeemable, except as described under “Description of Debt Securities and Guarantees—Optional Tax Redemption” on page 18 of the prospectus and as described below under “Optional Redemption”. The provision for optional tax redemption described in the prospectus will apply in respect of changes in tax treatments occurring after May 15, 2024. | |
| Optional Redemption: | Prior to August 17, 2034 (three months prior to their maturity date) (the “Par Call Date”), BP Capital America may redeem the 2034 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: | |
| (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2034 Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and | ||
| (2) 100% of the principal amount of the 2034 Notes to be redeemed, | ||
| plus, in either case, accrued and unpaid interest thereon to the redemption date. | ||
| On or after the Par Call Date, BP Capital America may redeem the 2034 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 2034 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. | ||
| “Treasury Rate” means, with respect to any redemption date, the yield determined by BP Capital America in accordance with the following two paragraphs. | ||
| The Treasury Rate shall be determined by BP Capital America after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, BP Capital America shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date. | ||
| If on the third business day preceding the redemption date H.15 TCM or any successor designation or publication is no longer published, BP Capital America shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, BP Capital America shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding | ||
| sentence, BP Capital America shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. | ||
| BP Capital America’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Once notice of redemption is sent, the 2034 Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to the redemption date, subject to any conditions precedent specified in such notice. | ||
| Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of the 2034 Notes to be redeemed. If less than all of the 2034 Notes are to be redeemed, the 2034 Notes to be redeemed shall be selected by the Trustee in accordance with its policies and procedures. For so long as the 2034 Notes are held by DTC, Euroclear or Clearstream (or another depositary), the redemption of the 2034 Notes shall be done in accordance with the policies and procedures of the depositary. Unless BP Capital America defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the 2034 Notes or portions thereof called for redemption. Neither the Trustee nor the paying agent shall be responsible for calculating the redemption price. | ||
| Sinking Fund: | There is no sinking fund. | |
| Further Issuances: | BP Capital America may, at its sole option, at any time and without the consent of the then existing note holders issue additional 2034 Notes in one or more transactions subsequent to the date of the related prospectus supplement dated November 20, 2024 with terms (other than the issuance date, public offering price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2034 Notes issued pursuant to the prospectus supplement. These additional 2034 Notes will be deemed part of the same series as and fungible with the 2034 Notes issued pursuant to the prospectus supplement and will provide the holders of these additional 2034 Notes the right to vote together with holders of the 2034 Notes issued pursuant to the prospectus supplement, provided that such additional 2034 Notes will be issued with no more than de minimis original issue discount or will be part of a “qualified reopening” for U.S. federal income tax purposes. | |
| Public Offering Price: | Per 2034 Note: 99.599%; Total: $946,190,500, (in each case, plus accrued interest from and including November 17, 2024 to, but excluding November 25, 2024) | |||
| Underwriters’ Discount: | Per 2034 Note: 0.200%; Total: $1,900,000 | |||
| Proceeds, Before Expenses, to Us: | Per 2034 Note: 99.399%; Total: $944,290,500, (in each case, plus accrued interest from and including November 17, 2024 to, but excluding November 25, 2024) | |||
| Underwriter: | BofA Securities, Inc. | $148,834,000 | ||
| Goldman Sachs & Co. LLC | $148,834,000 | |||
| Morgan Stanley & Co. LLC | $148,833,000 | |||
| SMBC Nikko Securities America, Inc. | $148,833,000 | |||
| Santander US Capital Markets LLC | $148,833,000 | |||
| TD Securities (USA) LLC | $148,833,000 | |||
| Academy Securities, Inc. | $28,500,000 | |||
| CAVU Securities LLC | $28,500,000 | |||
| CUSIP Number: | 10373Q CA6 | |||
| ISIN: | US10373QCA67 | |||
| Supplemental Information on U.S. Taxation: | BP Capital America expects that the 2034 Notes will be treated as issued in a “qualified reopening” of the outstanding $1,000,000,000 5.227% Guaranteed Notes due 2034 (CUSIP: 10373Q CA6, ISIN: US10373QCA67), previously issued by BP Capital America for U.S. federal income tax purposes. Debt securities issued in a qualified reopening for U.S. federal income tax purposes are deemed to be part of the same issue as the original debt securities. Under such treatment, the 2034 Notes would be deemed to have the same issue date and the same adjusted issue price as the Original 2034 Notes for U.S. federal income tax purposes. Payments on the 2034 Notes that are attributable to accrued interest for the period from and including November 17, 2024 up to and excluding the date of delivery which is expected to be November 25, 2024 should not be includible in income but should instead be treated as a return of capital which would generally reduce your tax basis in your notes. | |||
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No EEA PRIIPs KID — no EEA PRIIPs key information document (KID) has been prepared as the Notes are not available to retail in the EEA.
No UK PRIIPs KID – no UK PRIIPs key information document (KID) has been prepared as the Notes are not available to retail in the United Kingdom.
UK MiFIR professionals / ECPs-only – the UK manufacturer’s target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).
We expect that delivery of the Notes will be made to investors on or about November 25, 2024 (such settlement being referred to as “T+3”). Under Rule 15c6–1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one Business Day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to one Business Day before delivery will be required, by virtue of the fact that the Notes will initially settle in three Business Days (T+3), to specify alternative settlement arrangements to prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their own advisors.
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 BofA Securities, Inc. toll-free at +1-800-294-1322, Goldman Sachs & Co. LLC toll-free at +1-866-471-2526, Morgan Stanley & Co. LLC toll-free at +1-866-718-1649, SMBC Nikko Securities America, Inc. toll-free at +1-212-224-5135, Santander US Capital Markets LLC toll-free at +1-855-403-3636, or TD Securities (USA) LLC toll-free at +1-855-495-9846.
To the extent any underwriter that is not a U.S.-registered broker-dealer intends to effect sales of the Notes in the United States, it will do so through one or more U.S.-registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
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