Obligation BP Capital Markets Ltd 6.125% ( US05565QDX34 ) en USD

BP Capital Markets Ltd

103.307 % ▼

Royaume-uni

US05565QDX34 ( en USD )

6.125% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation BP Capital Markets PLC US05565QDX34 en USD 6.125%, échéance Perpétuelle

1 000 USD

1 250 000 000 USD

05565QDX3

BBB ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

18/12/2025 ( Dans 4 jours )

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 US05565QDX34, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

L'Obligation émise par BP Capital Markets Ltd ( Royaume-uni ) , en USD, avec le code ISIN US05565QDX34, a été notée A3 ( 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 US05565QDX34, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

FWP 1 d900263dfwp.htm FWP
November 13, 2024
Filed pursuant to Rule 433
Registration Statement Nos. 333-277842 and 333-277842-01
PRICING TERM SHEET
U.S.$1,250,000,000 6.125% Perpetual Subordinated Fixed Rate Reset Notes
Issuer:
BP Capital Markets p.l.c. ("BP Capital U.K.")
Guarantor:
BP p.l.c. ("BP")
Title:
Perpetual Subordinated Fixed Rate Reset Notes (the "Notes")
Total Principal Amount Being
Issued:
The total principal amount of the Notes is $1,250,000,000
Denomination:
The Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Issue Date:
November 18, 2024.
Guarantee:
Payment of the principal of and interest on the Notes is fully guaranteed by BP (the "Guarantee").
Maturity Date:
Perpetual securities in respect of which there is no fixed Redemption Date.
"Redemption Date" means any date on which the Notes become due for redemption in accordance
with their terms.
Day Count Fraction:
30/360. Where it is necessary to calculate an amount of interest in respect of any Note for a period
which is less than or equal to a complete Interest Period (as defined below), such interest shall be
calculated on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of
an incomplete month, the number of days elapsed.
Day Count Convention:
Following Unadjusted
Interest Rate:
Interest on the Notes will accrue (a) for the period from (and including) the Issue Date to (but
excluding) the First Reset Date (as defined below) at an interest rate of 6.125% per annum; and
(b) from (and including) the First Reset Date, at an interest rate per annum equal to the relevant Reset
Interest Rate, in each case on the outstanding principal amount of the Notes.

Reset Interest Rate:
The Reset Interest Rate, in relation to any Reset Period, is the sum of the relevant Five-Year Treasury
Rate in relation to that Reset Period plus the Margin applicable to that Reset Period.
Five-Year Treasury Rate:
The Five-Year Treasury Rate will be, as of any Reset Determination Date, the average of the yields on
actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the
most recent five business days appearing under the caption "Treasury Constant Maturities" in the
most recent H.15.
If BP Capital U.K., in its sole discretion, determines that the Five-Year Treasury Rate cannot be
determined pursuant to the method described above, BP Capital U.K. may use reasonable efforts to
designate an unaffiliated agent or advisor, which may include an unaffiliated underwriter for the
offering of the Notes or any affiliate of any such underwriter (the "Designee"), to determine whether
there is an industry-accepted successor rate to the Five-Year Treasury Rate. If the Designee
determines that there is such an industry-accepted successor rate to the Five-Year Treasury Rate, then
the Five-Year Treasury Rate shall be such successor rate and, in that case, the Designee may then
determine and adjust the business day convention, the definition of business day and the Reset
Determination Date to be used and any other relevant methodology for calculating such substitute or
successor base rate, including any adjustment factor needed to make such substitute or successor base
rate comparable to the Five-Year Treasury Rate, in a manner that is consistent with industry-accepted
practices for such substitute or successor base rate.
If the Five-Year Treasury Rate cannot be determined pursuant to the methods described in the
paragraphs above, the rate will be equal to the Five-Year Treasury Rate for the last preceding Reset
Period (or, in the case of the first Reset Period, the rate equal to 4.305% per annum).
"H.15" means the daily statistical release designated as such, or any successor publication as
determined by BP Capital U.K. in its sole discretion, published by the Board of Governors of the
United States Federal Reserve System, and "most recent H.15" means the H.15 published closest in
time but prior to the close of business on the Reset Determination Date.
Reset Determination Date:
The Reset Determination Date will be the day falling two Business Days prior to the relevant Reset
Date (as defined below).

Margin:
The Margin will be:
(a) for each Reset Period which falls in the period commencing on (and including) the First Reset
Date and ending on (but excluding) the Reset Date falling on June 18, 2055, equal to the Initial
Margin + 0.25% per annum; and
(b) for each subsequent Reset Period, equal to the Initial Margin + 1.00% per annum.
Reset Date:
The Reset Dates will be (a) the First Reset Date and (b) each date that falls five, or a multiple of five,
years following the First Reset Date.
First Reset Date:
June 18, 2035
Reset Period:
The period from (and including) the First Reset Date to (but excluding) the next Reset Date, and each
successive period from (and including) a Reset Date to (but excluding) the next succeeding Reset
Date.
Date Interest Starts Accruing:
November 18, 2024
Interest Payment Dates:
June 18 and December 18 of each year, subject to the Day Count Convention and to Optional Interest
Deferral (in whole or in part).
First Interest Payment Date:
June 18, 2025 (and thus a long first interest period)
Interest Periods:
The period beginning on (and including) the Issue Date and ending on (but excluding) the first
Interest Payment Date and each successive period beginning on (and including) an Interest Payment
Date and ending on (but excluding) the next succeeding Interest Payment Date.
Treasury Benchmark:
4.250% due November 15, 2034
US Treasury Yield / Price:
4.451% / 98-12+
Spread to Treasury:
T+ 167.4bps
Initial Margin:
1.674%
Re-offer Yield:
6.125%
Optional Interest Deferral:
Interest which accrues during an Interest Period will be due and payable on the relevant Interest
Payment Date, unless BP Capital U.K. elects to defer the relevant payment of interest (in whole or in
part). BP Capital U.K. may, at its discretion, elect to defer any payment of interest (in whole or in
part) (a "Deferred Interest Payment") which is otherwise scheduled to be paid on an Interest Payment
Date. If BP Capital U.K. elects not to make all or part of any payment of interest on an Interest
Payment Date, then it will not have any obligation to pay such interest on the relevant Interest
Payment Date.
Arrears of Interest:
Any Deferred Interest Payment shall itself bear interest (such further interest together with the
Deferred Interest Payment, being "Arrears of Interest"), at the Interest Rate prevailing from time to
time, from (and including) the date on which (but for such deferral) the Deferred Interest Payment
would otherwise have been due to be made to (but excluding) the date on which the Deferred Interest
Payment is paid, and interest will be added to such Deferred Interest Payment (and thereafter
accumulate additional interest at the Interest Rate prevailing from time to time accordingly) on each
Interest Payment Date. Non-payment of Arrears of Interest shall not constitute a default by BP Capital
U.K. or BP under the Notes or for any other purpose, unless such payment of Arrears of Interest
becomes due and payable in accordance with "Optional Settlement of Arrears of Interest" or
"Mandatory Payment of Arrears of Interest" as described below or otherwise in accordance with the
terms of the Notes.

Notice of Interest Deferral:
BP Capital U.K. will notify the holders of the Notes, the trustee and, if required by the rules of any
stock exchange on which the Notes are listed from time to time, such stock exchange, of any
determination by it not to pay all or part of the interest amount which would otherwise fall due on an
Interest Payment Date not more than 30 Business Days and not less than five Business Days prior to
the relevant Interest Payment Date. Deferral of Interest Amounts will not constitute a default of BP
Capital U.K. or BP or any breach of their respective obligations under the Notes, the guarantee or the
indenture or for any other purpose.
Optional Settlement of Arrears of
BP Capital U.K. will be entitled to pay outstanding Arrears of Interest (in whole or in part) at any time
Interest:
on giving notice to the holders of the Notes not less than ten Business Days before such voluntary
payment and specifying (i) the amount of Arrears of Interest to be paid and (ii) the date fixed for such
payment.
Mandatory Payment of Arrears of Interest:
BP Capital U.K. must pay all outstanding Arrears of Interest (in whole but not in part) on the earliest
of the following: (i) the tenth Business Day following the date on which a Compulsory Arrears of
Interest Payment Event occurs; (ii) the next scheduled Interest Payment Date in respect of which BP
Capital U.K. does not elect to defer the interest accrued in respect of the relevant Interest Period;
(iii) the date on which the Notes are redeemed; or (iv) the date on which an order is made or a
resolution is passed for the Winding-Up of BP Capital U.K. or BP (other than a solvent reorganization
of BP Capital U.K. or BP), as the case may be.
BP Capital U.K. will promptly notify the holders of the Notes, the trustee and, if required by the rules
of any stock exchange on which the Notes are listed from time to time, such stock exchange, of the
occurrence of a Compulsory Arrears of Interest Payment Event.
A "Compulsory Arrears of Interest Payment Event" means that: (a) BP has resolved to pay or
declared a dividend or distribution or makes any other payment on any of its Ordinary Shares (as
defined below), other than (i) in the form of the issuance (or transfer from treasury) of any Ordinary
Shares or (ii) a dividend, distribution or payment declared by BP before the earliest notice given by
BP Capital U.K. in accordance with "Optional Interest Deferral" in respect of the then outstanding
Arrears of Interest under the Notes; (b) BP Capital U.K. or BP has, directly or indirectly, paid or
declared a dividend or distribution, or made any other payment, to any holders of their Parity

Obligations (as defined below), other than a dividend, distribution or payment declared by BP Capital
U.K. or BP before the earliest notice given by BP Capital U.K. in accordance with "Optional Interest
Deferral" in respect of the then outstanding Arrears of Interest under the Notes; (c) BP Capital U.K.,
BP or any Subsidiary of BP Capital U.K. or BP redeems or repurchases any of their Parity
Obligations (in each case, other than on a pro rata basis with redemption of the Notes), except where
such redemption or repurchase is effected as a public cash tender offer or public exchange offer at a
redemption or purchase price per security which is below its par value; (d) BP Capital U.K., BP or
any Subsidiary of BP Capital U.K. or BP repurchases any of the Notes; or (e) BP or any Subsidiary of
BP repurchases any Ordinary Shares of BP, except where such repurchase (1) resulted from the
hedging of convertible securities issued by or guaranteed by BP (whether physically or cash settled);
or (2) was made by or on behalf of BP or any Subsidiary of BP as part of an intra-day transaction that
does not result in an increase in the aggregate number of Ordinary Shares held by or on behalf of BP
as treasury shares at 8:30 a.m. London time on the Interest Payment Date on which any outstanding
Arrears of Interest were first deferred, except, in each case, (I) if BP Capital U.K., BP or the relevant
Subsidiary (as the case may be) is obliged under the terms and conditions of such securities or
obligations to make such payment, such redemption or such repurchase or (II) such payment,
redemption or repurchase is made or effected by BP Capital U.K., BP or any Subsidiary of BP to, or
for the benefit of, employees or former employees (including directors holding or formerly holding
executive office or the personal service company of any such person) or their spouses or relatives of
BP Capital U.K., BP or the Subsidiary of BP or any associated company or to a trustee or trustees to
be held for the benefit of any such person or to the administrator or estate of any such person, in any
such case pursuant to any share or option scheme or pursuant to any dividend reinvestment plan or
similar plan or scheme.
A Compulsory Arrears of Interest Payment Event shall not occur pursuant to paragraph (b) above in
respect of any pro rata payment of deferred or arrears of interest on a Parity Obligation of BP Capital
U.K. and/or a Parity Obligation of BP which is made simultaneously with a pro rata payment of any
Arrears of Interest provided that such pro rata payment of deferred or arrears of interest on a Parity
Obligation of BP Capital U.K. or Parity Obligation of BP is not proportionately more than the pro
rata settlement of any such Arrears of Interest.
"Subsidiary" means any corporation, partnership or other enterprise in which BP Capital U.K. or BP,
as the case may be, directly or indirectly holds in the aggregate more than 50% of the capital or the
voting rights.

"Winding-Up" means an order being made, or an effective resolution being passed, for the
winding-up of BP Capital U.K. or BP, as the case may be, or an administrator of BP Capital U.K. or
BP, as the case may be, being appointed and such administrator giving notice that it intends to declare
and distribute a dividend.
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 of the Notes:
The Notes are unconditional, unsecured and subordinated obligations of BP Capital U.K. and will
rank pari passu without any preference among themselves and pari passu with any Parity Obligations
of BP Capital U.K. but junior to any Senior Obligations of BP Capital U.K. and senior to the Ordinary
Shares of BP Capital U.K.
"Parity Obligations" means, with respect to BP Capital U.K. or BP, as the case may be: (a) the most
junior class of preference share capital of BP Capital U.K. or BP, as the case may be; and (b) any
other security, guarantee or other instrument issued by, or any other obligation of BP Capital U.K. or
BP, as the case may be, which ranks or is expressed to rank pari passu with BP Capital U.K.'s
obligations under the Notes or BP's obligations under the Guarantee, including the Other Hybrid
Capital Notes (as such term is defined in the prospectus supplement).
"Ordinary Shares" means (i) any ordinary shares in the capital of BP Capital U.K. or BP, as the case
may be, or (ii) any present or future shares of any other class of shares of BP Capital U.K. or BP, as
the case may be, ranking pari passu with the ordinary shares of BP Capital U.K. or BP, as the case
may be or, in either case, any depository or other receipts or certificates, including American
depositary receipts representing such shares.
"Senior Obligations" means all obligations of BP Capital U.K. or BP, as the case may be, but
excluding any Parity Obligations and any Ordinary Shares of BP Capital U.K. or BP, as the case may
be.
Ranking of the Guarantee:
The payment of the principal of and interest on the Notes is fully guaranteed by BP. The obligations
of BP under the Guarantee are unconditional, unsecured and subordinated and the rights and claims of
holders will rank pari passu without any preference among themselves and pari passu with any Parity
Obligations of BP but junior to any Senior Obligations of BP and senior to the Ordinary Shares of BP.

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 Capital U.K. is required to withhold any taxes by the laws of the jurisdiction in
which BP Capital U.K. is incorporated from a payment of principal or interest in respect of the Notes,
or 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 Capital U.K. or BP, as applicable, 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 Notes to which you are entitled.
Listing:
Application will be made to list the Notes on the New York Stock Exchange although neither BP
Capital U.K. nor BP can guarantee such listing will be obtained.
Optional Redemption:
Subject to applicable laws, BP Capital U.K. may, by giving not less than 10 nor more than 60 days'
notice to the trustee and the holders of the Notes in accordance with the notice provisions set forth in
the indenture (which notice shall be irrevocable), redeem the Notes (in whole but not in part) on the
First Call Date and on any day thereafter to (and including) the First Reset Date, or on any Interest
Payment Date thereafter, at their outstanding principal amount plus any accrued but unpaid interest up
to (but excluding) the relevant Redemption Date and any outstanding Arrears of Interest (without
double counting).
First Call Date:
March 18, 2035.
Optional Redemption
Subject to "Conditions to Special Event Redemption and Substitution or Variation" as described in the
for Certain Events:
prospectus supplement, if an Accounting Event, Rating Agency Event or a Tax Deduction Event (each
as defined in the prospectus supplement) occurs, BP Capital U.K. may, subject to applicable laws,
redeem the Notes (in whole but not in part) at their Early Redemption Amount (as defined below), on
the giving of not less than 10 nor more than 60 days' notice to the trustee and the holders of the Notes
in accordance with the notice provisions set forth in the indenture (which notice shall be irrevocable).
"Early Redemption Amount" means (i) in the case of a Rating Agency Event, an Accounting Event or
a Tax Deduction Event where the relevant date fixed for redemption falls prior to the First Call Date,
an amount equal to the sum of (x) 100% of the principal amount of the Notes, and (y) 1% of the
principal amount of the Notes (which amount shall represent a fixed interest amount for the period
from (and including) the Issue Date up to (but excluding) the relevant Redemption Date payable in
addition to any accrued and unpaid interest up to (but excluding) the relevant Redemption Date and
any

outstanding Arrears of Interest (without double counting)); and (ii) in the case of (x) a Rating Agency
Event, an Accounting Event or a Tax Deduction Event where the relevant date fixed for redemption
falls on or after the First Call Date or (y) pursuant to an Optional Tax Redemption at any time, an
amount equal to 100% of the outstanding principal amount of the Notes, plus, in each case, any
accrued and unpaid interest up to (but excluding) the relevant Redemption Date and any outstanding
Arrears of Interest (without double counting).
Optional Tax Redemption:
Subject to applicable laws and on the giving of not less than 10 nor more than 60 days' notice to the
trustee and the holders of the Notes in accordance with the notice provisions set forth in the indenture
(which notice shall be irrevocable), the Notes may be redeemed or purchased and cancelled (in whole
but not in part) as described under "Description of Debt Securities and Guarantees--Optional Tax
Redemption" on page 18 of the prospectus. The provisions for optional tax redemption described in
the prospectus will apply to changes in tax treatments occurring after the date of the related
prospectus supplement, dated November 13, 2024. The Notes may be redeemed, purchased or
cancelled at their Early Redemption Amount.
Optional Clean-Up Redemption:
On the giving of not less than 10 nor more than 60 days' notice to the Trustee and the relevant holders
in accordance with the notice provisions set forth in the indenture (which notice shall be irrevocable),
the Notes may be redeemed or purchased and cancelled at the option of BP Capital U.K. (in whole but
not in part) at a redemption amount equal to 100% of the principal amount of the Notes plus accrued
and unpaid interest up to (but excluding) the relevant Redemption Date and any outstanding Arrears
of Interest (without double counting) if 75% or more in initial aggregate principal amount of the
Notes (which for these purposes, shall include any additional Notes issued pursuant to "Further
Issuances") have previously been redeemed or purchased and cancelled.
Substitution or Variation:
If a Rating Agency Event, an Accounting Event, a Tax Deduction Event (each as defined in the
prospectus supplement) or an event that permits an Optional Tax Redemption to occur has occurred
and is continuing, then BP Capital U.K. or BP may, as an alternative to redemption, subject to certain
conditions (without any requirement for the consent or approval of the holders of the Notes) and
subject to the trustee, immediately prior to the giving of any notice referred to herein, having received
an officers' certificate and an opinion of counsel (each as defined in the indenture), each stating to the
effect that the provisions for the substitution or variation described in the prospectus supplement have
been complied with, and having given not less than 10 nor more than 60 days' notice to the trustee,
the calculation agent and the holders of the Notes (which notice shall be irrevocable), at any time
either (i) substitute all, but not less than all, of the Notes for, or (ii) vary the terms of the Notes with
the effect that they remain or become (as the case may be), Qualifying Securities (as such term is
defined in the prospectus supplement), and the holders shall be bound by such substitution or
variation.

Sinking Fund:
There is no sinking fund.
Further Issuances:
BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing security
holders issue additional securities in one or more transactions subsequent to the date of the related
prospectus supplement, dated November 13, 2024, with terms (other than the Issue Date, issue price
and the date interest starts accruing) identical to the Notes issued pursuant to the prospectus
supplement. These additional Notes will be deemed part of the same series as the Notes issued pursuant
to the prospectus supplement and will provide the holders of these additional Notes the right to vote
together with holders of the Notes issued pursuant to the prospectus supplement, provided that such
additional Notes will only be issued if they are fungible with the original Notes for U.S. federal income
tax purposes.
Public Offering Price:
Per Note: 99.991%; Total: $1,249,887,500
Underwriters' Discount:
Per Note: 0.300%; Total: $3,750,000
Proceeds, Before Expenses, to Us:
Per Note: 99.691%; Total: $1,246,137,500
Underwriter:
Deutsche Bank Securities Inc.
($250,000,000)
J.P. Morgan Securities LLC
($250,000,000)
Mizuho Securities USA LLC
($250,000,000)
NatWest Markets Securities Inc.
($250,000,000)
Wells Fargo Securities, LLC
($250,000,000)
CUSIP Number:
05565Q DX3
ISIN:
US05565QDX34
********
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.

We expect that delivery of the Notes will be made to investors on or about November 18, 2024 (such settlement being referred to as "T+3"). Under Rule
15c61 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 Deutsche Bank Securities Inc. toll-free at +1-800-503-4611, J.P. Morgan Securities LLC toll-free at
+1-212-834-4533, Mizuho Securities USA LLC toll-free at +1-866-271-7403, NatWest Markets Securities Inc. toll-free at +1-800-231-5830 and Wells
Fargo Securities, LLC toll-free at +1-800-645-3751.