BP’s $1.3 Billion Offering and Concurrent Tender Offer

March 12, 2024

Cleary Gottlieb represented the underwriters, including Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities LLC, in an offering by BP Capital Markets p.l.c. (BPCM), a wholly owned subsidiary of BP plc (BP), of $1.3 billion 6.45% perpetual subordinated fixed-rate reset notes.

The notes are guaranteed by BP. Cleary also represented MUFG Securities Americas Inc. and TD Securities (USA) LLC, as dealer managers, in a concurrent, but separate, offer to purchase for cash up to $1.3 billion in principal amount of BPCM’s $2.5 billion 4.375% perpetual subordinated non-call 5.25 fixed-rate reset notes.

The offering, a takedown from BP and BPCM’s shelf registration statement, launched on February 26, 2024, and closed on March 1, 2024. The tender offer launched on February 26, 2024, with early settlement on March 12, 2024.

BP is an integrated energy business with operations in Europe, North and South America, Australasia, Asia, and Africa. It operates in more than 60 countries and provides heat, light, and mobility to customers all over the world, with a purpose to reimagine energy for people and the planet and an ambition to be a net zero company by 2050 or sooner.