Filed Pursuant to Rule 424(b)(3)
Registration file number 333-262425
On December 19, 2021, BP plc, a public limited company incorporated under the laws of England and Wales (“BP”), BP Midstream Partners Holdings LLC, a Delaware limited company and indirect wholly-owned subsidiary of BP (“Holdings”), BP Midstream RTMS LLC, a Delaware limited liability company and wholly owned subsidiary of Holdings (“Merger Sub”), BP Midstream Partners LP, a Delaware limited partnership (“BPMP”), and BP Midstream Partners GP LLC, a Delaware limited liability partnership and the general partner of BPMP (the “General Partner”), have entered into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into BPMP, with BPMP surviving as an indirect wholly-owned subsidiary of BP (the “Merger”).
Pursuant to the Merger Agreement, each outstanding Ordinary Unit representing the limited partners’ interests in BPMP (the “BPMP Ordinary Units”) immediately prior to the effective time of the Merger, other than the BPMP Ordinary Units held directly or indirectly by BP and its subsidiaries (all such BPMP Common Shares held by persons other than BP or its subsidiaries, the “BPMP Common Shares”, and the holders of such shares, the “BPMP Public Shareholders”), will be converted into, and henceforth represent only the right to receive 0.575 (the “Exchange Ratio”) of one BP American Depositary Share, each representing a beneficial interest in six shares of BP Common Stock, par value of $0.25 per share (“BP ADS” and the BP ADS to be issued in connection with the merger, the “Merger Consideration”) and following such conversion, these Public Common Shares of BPMP will automatically be an canceled and shall cease to exist (“Cancelled” or the “Cancellation”). Immediately following completion of the Merger, the interests in BPMP held by BP and its subsidiaries will remain outstanding as limited partner interests in the surviving entity, and the General Partner will continue to hold uneconomical the general partner’s interest and incentive distribution rights in the surviving entity.
On December 19, 2021, BP’s board of directors (the “BP Board”), through its authorized delegates, determined that the Merger Agreement and the transactions contemplated by it, including the Merger and the issuance of the Merger Consideration, are desirable, fair and reasonable and most likely to promote the success of BP for the benefit of its shareholders as a whole, approved the execution, delivery and performance of the agreement and the consummation of the transactions contemplated by it, including the merger and the issuance of Merger Consideration in the Merger, and authorized and empowered BP to enter into the Merger Agreement and to effect the transactions contemplated by (including the Merger) on the terms and subject to the conditions set forth in the Merger Agreement.
On December 19, 2021, the Conflicts Committee (the “BPMP Conflicts Committee”) of the Board of Directors of the General Partner (the “GP Board”), by unanimous vote, in good faith, (i) determined that the documents transaction and the transactions contemplated therein, including the Merger, are not contrary to the interests of BPMP or the Public Unitholders of BPMP, (ii) approved the Transaction Documents and the transactions contemplated therein, including the Merger (the foregoing being a “Special Approval” as defined in the Partnership Agreement), (iii) approved, on behalf of the GP Board, the transaction documents, execution, delivery and execution of the Transaction Documents and the contemplated transactions, including the Merger, and (iv) directed, on behalf of the GP Board, that the Merger Agreement and the transactions contemplated therein, including the Merger, be put to a vote holders of ordinary units of BPMP in accordance with the and authorized the holders of the ordinary units of BPMP to act by written consent in accordance with the limited partnership agreement.
Pursuant to the Limited Partnership Agreement, approval of the Merger Agreement and the Merger by BPMP requires the affirmative vote or consent of the holders of a majority of the outstanding BPMP Common Units (the “Required Written Consent of Limited Partner “). BPMP has entered into a support agreement, dated December 19, 2021 (the “Support Agreement”), with Holdings, pursuant to which Holdings has irrevocably and unconditionally agreed to provide written consent covering all of the common units of BPMP owned bona fide by in favor of the Merger, approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and any other matters necessary or desirable for the consummation of the transactions contemplated by the Merger Agreement (the “Consent Writing of Support”), within two business days of the effective date of the registration statement of which this consent statement/prospectus forms a part. As of February 25, 2022, Holdings beneficially owned 56,956,712 BPMP Common Units, representing approximately 54.4% of the outstanding BPMP Common Units. Accordingly, the delivery of the supporting written consent by Holdings will be sufficient to approve the Merger Agreement and the transactions contemplated by it, including the Merger, on behalf of the holders of BPMP Common Units (the “Unitholders”). ‘BPMP Units’), without the vote or consent of any of the Public Unitholders of BPMP.
The Board of GP has fixed February 25, 2022 as the record date (the “Record Date”) for determining the holders of BPMP Units entitled to execute and deliver written consents with respect to the Merger. If you were a registered holder of the outstanding BPMP Common Units at the close of business on the Record Date, you may complete, date and sign the enclosed written consent and promptly return it to BPMP. See the section entitled “Written Consents of BPMP Unitholders” beginning on page 22 of this Consent Statement/Prospectus.
This consent statement/prospectus provides you with detailed information about the proposed merger and related matters. Both BP and BPMP encourage you to read the entire document carefully. In particular, please read “Risk Factors” beginning on page 14 of this Consent Statement/Prospectus for a discussion of the risks relating to the Merger, the tax consequences of the Merger and the holding of BP ADSs received in connection with the Merger. of the Merger, an investment in the BP ADSs and the business of BP after the Merger.
The ADSs of BP are listed on the New York Stock Exchange (“NYSE”) under the symbol “BP” and the ordinary units of BPMP are listed on the NYSE under the symbol “BPMP”.
On behalf of the GP Board of Directors,
J. Douglas Sparkman
Chairman of the Board of Directors
BP Midstream Partners GP LLC
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR DETERMINED THAT THIS CONSENT STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
This Consent Statement/Prospectus is dated March 4, 2022 and is first sent to unitholders of BPMP on or about March 7, 2022.