March 4, 2020		Filed pursuant to Rule 433 Registration Statement Nos. 333-226485 and 333-226485-02

 

PRICING TERM SHEET

U.S.$750,000,000 3.000% Fixed Rate Guaranteed Notes due 2050

 

Issuer:		BP Capital Markets America Inc. (“BP Capital America”)
Guarantor:		BP p.l.c. (“BP”)
Title:		Fixed Rate Guaranteed Notes due 2050 (the “Notes”)
Total Principal Amount Being Issued:		$750,000,000. The Notes offered under this free writing prospectus will have the same terms (other than inter alia the public offering price and issuance date), form part of the same series and trade freely with the $1,250,000,000 aggregate principal amount of 3.000% Fixed Rate Guaranteed Notes due 2050 issued on February 24, 2020 (the “Original Notes”). Upon completion of this offering, $2,000,000,000 aggregate principal amount of Notes and Original Notes will be outstanding.
Denomination:		The Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Issuance Date:		March 9, 2020
Guarantee:		Payment of the principal of and interest on the Notes is fully guaranteed by BP.
Maturity Date:		February 24, 2050
Day Count:		30/360
Day Count Convention:		Following Unadjusted
Interest Rate:		3.000% per annum
Date Interest Starts Accruing:		February 24, 2020
Interest Payment Dates:		February 24 and August 24 of each year, subject to the Day Count Convention.
First Interest Payment Date:		August 24, 2020
Treasury Benchmark:		2.375% due November 15, 2049
US Treasury Yield / Price:		1.615% / 117-28
Spread to Treasury:		T+145 bps

Re-offer Yield:		3.065%
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 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 Notes to which you are entitled.
Listing:		The Original Notes issued on February 24, 2020 are listed on the New York Stock Exchange. Application will be made to list the Notes on the New York Stock Exchange although neither BP Capital America 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 19 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 February 19, 2020.
Optional Redemption:		Prior to August 24, 2049 (the date that is six months prior to the scheduled maturity date for the Notes), BP Capital America has the right to redeem the 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 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on August 24, 2049 (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 either case accrued and unpaid interest to the date of redemption. On or after August 24, 2049 (the date that is six months prior to the scheduled maturity date for the Notes), BP Capital America has the right to redeem the 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 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption. For purposes of determining the optional 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 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 America. “Reference treasury dealer” means Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. 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 America, provided, however, that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital America 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.
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 notes in one or more transactions subsequent to the date of the related prospectus supplement dated March 4, 2020 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 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 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:		Note: 98.731%, plus accrued interest from and including February 24, 2020 to, but excluding March 9, 2020; Total: $740,482,500, plus accrued interest from and including February 24, 2020 to, but excluding March 9, 2020.

Underwriter’s Discount:		Per Note: 0.425%; Total: $3,187,500
Proceeds, Before Expenses, to Us:		Per Note: 98.306%; Total: $737,295,000
Underwriter:		Morgan Stanley & Co. LLC ($750,000,000)
CUSIP Number:		10373Q BG4
ISIN:		US10373QBG47
Supplemental Information on U.S. Taxation:		BP Capital America expects that the Notes will be treated as issued in a “qualified reopening” of the outstanding $1,250,000,000 3.000% Fixed Rate Guaranteed Notes due 2050 (CUSIP No. 10373Q BG4, ISIN US10373QBG47), 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 Notes would have the same issue date, the same issue price and the same adjusted issue price as the Original Notes for U.S. federal income tax purposes. Payments on the Notes that are attributable to pre-issuance accrued interest should not be includible in income.

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No PRIIPs KID — No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail in the EEA or in the United Kingdom.

We expect that delivery of the Notes will be made to investors on or about March 9, 2020 (such settlement being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities on any date prior to two business days before delivery will be required, by virtue of the fact that the securities initially will settle in T+3, to specify any alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the securities 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 Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.