Obligation BP Capital Markets Ltd 3.245% ( US05565QBZ00 ) en USD

BP Capital Markets Ltd

100 % ▼

Royaume-Uni

US05565QBZ00 ( en USD )

3.245% par an ( paiement semestriel )

05/05/2022 - Obligation échue

Prospectus brochure de l'obligation BP Capital Markets PLC US05565QBZ00 en USD 3.245%, échue

1 000 USD

349 823 000 USD

05565QBZ0

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

BP Capital Markets PLC est une filiale de BP plc qui fournit des services de marchés financiers, notamment des activités de négociation, de financement et de gestion de risques, principalement à l'appui des activités de BP plc.

L'Obligation émise par BP Capital Markets Ltd ( Royaume-Uni ) , en USD, avec le code ISIN US05565QBZ00, paye un coupon de 3.245% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/05/2022

L'Obligation émise par BP Capital Markets Ltd ( Royaume-Uni ) , en USD, avec le code ISIN US05565QBZ00, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par BP Capital Markets Ltd ( Royaume-Uni ) , en USD, avec le code ISIN US05565QBZ00, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/313807/000119312512207169/...
424B5 1 d346785d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos.: 333-179953 and
333-179953-01
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities Offered

Price
Registration Fee (1)
1.846% Guaranteed Notes due 2017
$1,250,000,000
$143,250
Guarantees of 1.846% Guaranteed Notes due 2017

--

(2)
3.245% Guaranteed Notes due 2022
$1,750,000,000
$200,550
Guarantees of 3.245% Guaranteed Notes due 2022

(2)

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
1 of 73
5/3/2012 3:12 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/313807/000119312512207169/...
Table of Contents
Prospectus Supplement
May 2, 2012
(To prospectus dated March 7, 2012)

$1,250,000,000 1.846% Guaranteed Notes due 2017
$1,750,000,000 3.245% Guaranteed Notes due 2022
Payment of the principal of and interest on the notes is fully guaranteed by

The 1.846% guaranteed notes due 2017 (the "2017 notes") will bear interest at the rate of 1.846% per year. The 3.245% guaranteed
notes due 2022 (the "2022 notes" and, together with the 2017 notes, the "notes") will bear interest at the rate of 3.245% per year. BP
Capital Markets p.l.c. will pay interest on the 2017 notes on each May 5 and November 5, commencing on November 5, 2012. BP
Capital Markets p.l.c. will pay interest on the 2022 notes on each May 6 and November 6, commencing on November 6, 2012. The
2017 notes will mature on May 5, 2017. The 2022 notes will mature on May 6, 2022. If any payment is due in respect of the notes on
a date that is not a business day, it will be made on the next following business day, provided that no interest will accrue on the
payment so deferred.
Payment of the principal of and interest on the notes is fully guaranteed by BP p.l.c.
Application will be made to list the notes on the New York Stock Exchange.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus supplement or the related prospectus. Any
representation to the contrary is a criminal offense.

Investment in these securities involves certain risks. See "Risk Factors" beginning on page 2 of the accompanying prospectus
and "Risk factors" beginning on page 59 of BP's 2011 Annual Report on Form 20-F.

Per 2017 Note

Total for 2017 Notes
Per 2022 Note

Total for 2022 Notes
Public Offering Price(1)

100.00%

$ 1,250,000,000
100.00%

$ 1,750,000,000
Underwriting Discount

0.17%

$
2,125,000
0.30%

$
5,250,000
Proceeds, before expenses, to BP Capital
Markets p.l.c.

99.83%

$ 1,247,875,000
99.70%

$ 1,744,750,000
(1) Interest on the notes will accrue from May 7, 2012.

The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust
Company and its direct and indirect participants (including Euroclear S.A./N.V., as operator of the Euroclear System, and
Clearstream Banking, société anonyme) on or about May 7, 2012.

Joint Book-Running Managers

2 of 73
5/3/2012 3:12 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/313807/000119312512207169/...
Credit Suisse
Mizuho Securities

Morgan Stanley

RBS
UBS Investment Bank
3 of 73
5/3/2012 3:12 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/313807/000119312512207169/...
Table of Contents
The distribution of this prospectus supplement and prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. This prospectus supplement and prospectus do not constitute an offer, or an invitation on BP Capital Markets
p.l.c.'s ("BP Capital U.K.") or BP p.l.c.'s ("BP") behalf or on behalf of the underwriters, to subscribe to or purchase any of the notes,
and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or
solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. See "Underwriting" below.

S-1
4 of 73
5/3/2012 3:12 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/313807/000119312512207169/...
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
In order to utilize the `Safe Harbor' provisions of the United States Private Securities Litigation Reform Act of 1995, BP is
providing the following cautionary statement. This document contains certain forward-looking statements with respect to the financial
condition, results of operations and businesses of BP and certain of the plans and objectives of BP with respect to these items. These
statements may generally, but not always, be identified by the use of words such as `will', `expects', `is expected to', `aims',
`should', `may', `objective', `is likely to', `intends', `believes', `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. Actual results may differ materially from those
expressed in such statements, depending on a variety of factors, including the specific factors identified in the discussions
accompanying such forward-looking statements and other factors discussed elsewhere in this prospectus supplement and including
under "Risk factors" in our Annual Report on Form 20-F for the fiscal year ended December 31, 2011. Factors set out in our Annual
Report on Form 20-F for the fiscal year ended December 31, 2011 are important factors, although not exhaustive, that may cause
actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

S-2
5 of 73
5/3/2012 3:12 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/313807/000119312512207169/...
Table of Contents
DESCRIPTION OF NOTES
This section outlines the specific financial and legal terms of the notes that are more generally described under "Description of
Debt Securities and Guarantees" beginning on page 20 of the accompanying prospectus. If anything described in this section is
inconsistent with the terms described under "Description of Debt Securities and Guarantees" in the accompanying prospectus, the
terms described below shall prevail.
1.846% Guaranteed Notes due 2017 (the "2017 notes")

·
Issuer: BP Capital U.K.

·
Title: 1.846% Guaranteed Notes due 2017.

·
Total principal amount being issued: $1,250,000,000.

·
Issuance date: May 7, 2012.

·
Maturity date: May 5, 2017.

·
Day count: 30/360.

·
Day count convention: Following Unadjusted.

·
Interest rate: 1.846% per annum.

·
Date interest starts accruing: May 7, 2012.

·
Interest payment dates: Each May 5 and November 5.

·
First interest due date: November 5, 2012.

·
Regular record dates for interest: The 15 cal
th
endar day preceding each interest payment date, whether or not such day is

a business day.

·
Optional make-whole redemption: BP Capital U.K. has the right to redeem the 2017 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 2017 notes
to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the
2017 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 15 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 2017 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 Credit
Suisse Securities (USA) LLC, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, RBS Securities Inc. and UBS
Securities LLC 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

S-3
6 of 73
5/3/2012 3:12 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/313807/000119312512207169/...
Table of Contents
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.

·
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 2017 notes in one or more transactions subsequent to the date of this prospectus supplement 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 2017 notes issued hereby. These additional 2017 notes will be deemed part of the same series as
the 2017 notes issued hereby and will provide the holders of these additional 2017 notes the right to vote together with
holders of the 2017 notes issued hereby, 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.

·
Net proceeds: The net proceeds, before expenses, will be $1,247,875,000.
3.245% Guaranteed Notes due 2022 (the "2022 notes")

·
Issuer: BP Capital U.K.

·
Title: 3.245% Guaranteed Notes due 2022.

·
Total principal amount being issued: $1,750,000,000.

·
Issuance date: May 7, 2012.

·
Maturity date: May 6, 2022.

·
Day count: 30/360.

·
Day count convention: Following Unadjusted.

·
Interest rate: 3.245% per annum.

·
Date interest starts accruing: May 7, 2012.

·
Interest payment dates: Each May 6 and November 6.

·
First interest due date: November 6, 2012.

·
Regular record dates for interest: The 15 cal
th
endar day preceding each interest payment date, whether or not such day is

a business day.

·
Optional make-whole redemption: BP Capital U.K. has the right to redeem the 2022 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 2022 notes
to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the
2022 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 20 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

S-4
7 of 73
5/3/2012 3:12 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/313807/000119312512207169/...
Table of Contents
quotation agent as having an actual or interpolated maturity comparable to the remaining term of the 2022 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 Credit Suisse Securities (USA) LLC, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC,
RBS Securities Inc. and UBS Securities LLC 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.

·
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 2022 notes in one or more transactions subsequent to the date of this prospectus supplement 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 2022 notes issued hereby. These additional 2022 notes will be deemed part of the same series as
the 2022 notes issued hereby and will provide the holders of these additional 2022 notes the right to vote together with
holders of the 2022 notes issued hereby, 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.

·
Net proceeds: The net proceeds, before expenses, will be $1,744,750,000.
The following terms apply to each of the notes:

·
Guarantee: Payment of the principal of and interest on the notes is fully guaranteed by BP. For more information about the

guarantee, you should read "Description of Debt Securities and Guarantees" beginning on page 20 of the accompanying
prospectus.

·
Denomination: The notes will be issued in denominations of $1,000 and integral multiples of $1,000.

·
Business day: If any payment is due in respect of the notes on a day that is not a business day, it will be made on the next
following business day, provided that no interest will accrue on the payment so deferred. A "business day" for these

purposes is any weekday 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 notes are unsecured and unsubordinated and will rank equally with all of BP Capital U.K.'s other unsecured

and unsubordinated indebtedness.

·
Payment of additional amounts: Under current law, payments of interest on the 2017 notes or on the 2022 notes, as the
case may be, 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 2017 notes or the 2022 notes, as the case may be, 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.

·
Form of notes: The notes will be issued as one or more global securities. You should read "Legal Ownership--Global

Securities" beginning on page 17 of the accompanying prospectus for more information about global securities.

S-5
8 of 73
5/3/2012 3:12 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/313807/000119312512207169/...
Table of Contents

·
Name of depositary: The Depository Trust Company, commonly referred to as "DTC".

·
Trading through DTC, Clearstream, Luxembourg and Euroclear: Initial settlement for the notes will be made in
immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in
accordance with DTC's rules and will be settled in immediately available funds using DTC's Same-Day Funds Settlement
System. Secondary market trading between Clearstream Banking, société anonyme, in Luxembourg ("Clearstream,

Luxembourg"), customers and/or Euroclear Bank S.A./N.V. ("Euroclear") participants will occur in the ordinary way in
accordance with the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear and will be
settled using the procedures applicable to conventional Eurobonds in immediately available funds. For more information
about global securities held by DTC through Clearstream, Luxembourg or Euroclear, you should read "Clearance and
Settlement" beginning on page 30 of the accompanying prospectus.

·
Listing: Application will be made to list the notes on the New York Stock Exchange though neither BP Capital U.K. nor

BP can guarantee such listing will be obtained.

·
Redemption: The notes are not redeemable, except as described under "Description of Debt Securities and Guarantees
--Optional Tax Redemption" on page 27 of the accompanying prospectus and as described under "--1.846% Guaranteed

Notes due 2017--Optional make-whole redemption" and "--3.245% Guaranteed Notes due 2022--Optional make-whole
redemption". The provisions for optional tax redemption described in the prospectus will apply to changes in tax
treatments occurring after May 7, 2012. At maturity, the notes will be repaid at par.

·
Sinking fund: There is no sinking fund.

·
Trustee: BP Capital U.K. will issue the notes under an indenture with The Bank of New York Mellon Trust Company,
N.A. (as successor to JPMorgan Chase Bank), as trustee, dated as of March 8, 2002, which is referred to on page 20 of the

accompanying prospectus, as supplemented by a supplemental indenture with The Bank of New York Mellon Trust
Company, N.A., as trustee, to be entered into on May 7, 2012.

·
Use of proceeds: The net proceeds from the sale of the notes will be used for general corporate purposes, including

working capital for BP or other companies in the BP Group and the repayment of existing borrowings of BP and its
subsidiaries.

·
Governing law and jurisdiction: The indenture, the notes and the guarantee are governed by New York law. Any legal

proceeding arising out of or based upon the indenture, the notes or the guarantee may be instituted in any state or federal
court in the Borough of Manhattan in New York City, New York.
BP Capital U.K.'s principal executive offices are located at Chertsey Road, Sunbury on Thames, Middlesex TW16 7BP,
England.

S-6
9 of 73
5/3/2012 3:12 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/313807/000119312512207169/...
Table of Contents
GENERAL INFORMATION
Documents Available
BP files annual reports and other reports and information with the Securities and Exchange Commission (the "SEC"). Any
document BP files with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C.
20549. You may obtain more information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
BP's filings are also available to the public at the SEC's website at http://www.sec.gov.
The SEC allows BP to incorporate by reference in the prospectus supplement information contained in documents that BP files
with the SEC. The information that BP incorporates by reference is an important part of this prospectus supplement and the attached
prospectus. BP incorporates by reference in this prospectus supplement the following documents and any future filings that it makes
with the SEC under Sections 13(a), 13(c) and 15(d) of the Securities Exchange Act of 1934, as amended, until the completion of the
offerings using this prospectus supplement and the attached prospectus:

·
Annual Report of BP on Form 20-F for the fiscal year ended December 31, 2011 dated March 6, 2012.

·
The Report on Form 6-K filed with the SEC on May 1, 2012, which indicates on its cover that it is incorporated by

reference.
The information that BP files with the SEC, including future filings, automatically updates and supersedes information in
documents filed at earlier dates. All information appearing in this prospectus supplement is qualified in its entirety by the information
and financial statements, including the notes, contained in the documents that are incorporated by reference in this prospectus
supplement.
The Annual Report on Form 20-F for the fiscal year ended December 31, 2011 of BP contains a summary description of BP's
business and audited consolidated financial statements with a report by our independent registered public accounting firm. The
consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB) and IFRS as adopted by the European Union (EU). IFRS as adopted
by the EU differs in certain respects from IFRS as issued by the IASB; however, the differences have no impact on the group's
consolidated financial statements for the years presented.
You may request a copy of the filings referred to above, excluding the exhibits to such filings, at no cost, by writing or
telephoning BP at the following address:
BP p.l.c.
1 St. James' Square
London SW1Y 4PD
United Kingdom
Tel. No.: +44 (0) 20 7496 4000
You should rely only on the information that BP Capital U.K. and BP incorporate by reference or provide in this prospectus
supplement or the accompanying prospectus. Neither BP Capital U.K. nor BP have authorized anyone to provide you with different
information. BP Capital U.K. is not making an offer of these debt securities in any jurisdiction where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on
the front of those documents. Furthermore, each document incorporated by reference is current only as of the date of such document,
and the incorporation by reference of such documents shall not create any implication that there has been no change in the affairs of
BP Capital U.K. or BP since the date thereof or that the information contained therein is current as of any time subsequent to its date.

S-7
10 of 73
5/3/2012 3:12 PM