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Press Releases

8/17/2020 - Republic Services, Aria Energy and bp Partner on New Renewable Energy Project
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Republic Services, Aria Energy and bp Partner on New Renewable Energy Project
Source: PR Newswire
MEMPHIS, Tenn., Aug. 17, 2020 /PRNewswire/ -- Republic Services (NYSE: RSG) and energy partners Aria Energy and bp (NYSE: BP) today announced the startup of a landfill-gas-to-renewable-natural-gas (RNG) project at South Shelby Landfill. The project directly supports Republic's commitment to send 50 percent more landfill gas to beneficial reuse by 2030. 
South Shelby Landfill is one of 189 active, modern-day landfills managed by Republic Services, the second-largest recycling and waste services provider in the country. Aria operates the project, processing and purifying biogas from the landfill into RNG. bp will transport the RNG into the interstate natural gas pipeline grid and market it to renewable energy customers.   This is Aria and bp's fourth RNG project at a Republic Services landfill.
"The South Shelby RNG project upholds our ongoing commitment to converting low carbon fuel sources like landfill gas into clean, useful renewable energy for vehicles, homes and businesses," said Richard DiGia, Aria Energy president and chief executive officer. 
With a production capacity of 4,000 MMBtu per day, the South Shelby RNG facility can produce the equivalent of nearly 33,250 gallons of gasoline daily. Across the country, Republic is involved with 69 landfill gas projects.
"Renewable energy is a key element of Republic Services' long-term sustainability platform," said Pete Keller, Republic Services vice president of recycling and sustainability. "We are committed to sending 50 percent more biogas to beneficial reuse in the next 10 years, and projects like South Shelby Landfill will help us meet that goal."
Landfill gas, or biogas, is produced naturally as waste decomposes. The South Shelby RNG project processes the landfill gas into low-carbon RNG, which is an upgraded, methane-rich product that can be used to fuel natural gas vehicle fleets, such as Republic's collection trucks. Use of this low-carbon fuel results in approximately 50 percent lower greenhouse gas emissions than from equivalent gasoline or diesel fueled vehicles. The project and purchase of the RNG fuel support federal Renewable Fuel Standards (RFS).
"Expanding our renewable natural gas portfolio supports bp's ambition to become a net zero company by 2050 or sooner since it further reduces the carbon intensity of our products and can help local governments and cities lower their carbon footprint," said Sean Reavis, senior vice president, bp low carbon trading. 
To learn more about Republic's Blue Planet® sustainability platform or to view the latest Sustainability Report, visit RepublicServices.com/sustainability. 
About Republic Services
Republic Services, Inc. is an industry leader in U.S. recycling and non-hazardous solid waste disposal. Through its subsidiaries, Republic's collection companies, transfer stations, recycling centers, landfills and environmental services provide effective solutions to make responsible recycling and waste disposal effortless for its customers across the country. Its 36,000 employees are committed to providing a superior experience while fostering a sustainable Blue Planet^® for future generations to enjoy a cleaner, safer and healthier world. For more information, visit RepublicServices.com, or follow us at Facebook.com/RepublicServices, @RepublicService on Twitter and @republic_services on Instagram.
About Aria Energy
Headquartered in Novi, MI with offices in Oakfield, NY; Frederick, CO and Gilbert, AZ, Aria Energy provides baseload renewable energy to utilities and other customers across the United States. Aria Energy owns and/or operates a diversified portfolio of 42 renewable energy projects across 17 states, collectively representing collectively representing 223 MW of electric capacity and 24,760 MMBtu/day of renewable natural gas. Aria Energy produces and supplies over 500 million gallons of renewable natural gas annually to fueling stations across the US. For additional information, visit https://www.ariaenergy.com/.
About bp
bp is a global energy producer with operations in nearly 80 countries. bp's ambition is to become a net zero company by 2050 or sooner, and to help the world get to net zero. bp is America's largest energy investor since 2005, investing more than $125 billion in the economy. bp employs about 12,000 people across the US and supports more than 200,000 additional jobs through its business activities. For more information on bp in the US, visit www.bp.com/us.  
 
View original content to download multimedia:http://www.prnewswire.com/news-releases/republic-services-aria-energy-and-bp-partner-on-new-renewable-energy-project-301113362.html
SOURCE Republic Services, Inc.

Article Date
8/17/2020
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6/15/2020 - bp to offer fuel discount for first responders and frontline medical workers
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bp to offer fuel discount for first responders and frontline medical workers
Source: PR Newswire
CHICAGO, June 15, 2020 /PRNewswire/ -- bp (NYSE: BP) continues supporting first responders, doctors, nurses and medical workers on the frontlines of the COVID-19 pandemic by announcing a discount of up to 15 cents per gallon on every fill up at bp and Amoco stations for sixty days. Program sign up is available through bp.com/localheroes and rewards can be used at the pump with the BPme app for no-contact payment.
This offer is in addition to the more than $8 million in fuel discounts issued by bp since April 2020 to 650,000 responders and medical workers, and builds on our donation of 3 million gallons of jet fuel to ensure personal protective equipment and other essential goods are delivered efficiently to U.S. communities.
"Healthcare workers are saving lives every day across America and bp wants to thank them by helping to get them where they need to be," said Nicola Buck, bp head of Marketing. "The response to our earlier offer was overwhelming and we're proud to continue supporting our community heroes through this pandemic."
To ensure community heroes are aware of the opportunity, bp will promote the offer at its retail stations, online at bp.com, via text and email to the BPme Rewards database and through radio and digital campaigns in select cities. Consumers are encouraged to support local heroes by sharing the discount offer with any first responder, doctor, nurse or hospital workers by using the hashtags #bpsupportscommunityheroes and #InThisTogether.
To receive the fuel discount, individuals should visit bp.com/bpme-rewards-registration to join BPme. 
Click here for additional information on this special discount offer.
Further information: uspress@bp.com
About BP:
bp is a global energy producer with operations in nearly 80 countries. bp is America's largest energy investor since 2005, adding more than $125 billion to the economy. bp employs about 13,000 people across the U.S. and supports more than 200,000 additional jobs through its business activities. For more information on bp in the U.S., visit www.bp.com/us.
View original content to download multimedia:http://www.prnewswire.com/news-releases/bp-to-offer-fuel-discount-for-first-responders-and-frontline-medical-workers-301075386.html
SOURCE BP PLC

Article Date
6/15/2020
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6/1/2020 - Bluware Signs New Agreement with BP to Support Innovative Deep Learning Workflow in Subsurface Data Interpretation
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Bluware Signs New Agreement with BP to Support Innovative Deep Learning Workflow in Subsurface Data Interpretation
Source: PR Newswire
HOUSTON, June 1, 2020 /PRNewswire/ -- Bluware Corp, the digital innovation platform that enables the oil and gas industry to accelerate digital transformation initiatives using deep learning, is pleased to announce a new agreement with BP (NYSE: BP). Bluware's technology will help BP to improve quality and speed when delivering seismic interpretation products.
"BP recognizes the significant impact advances in digital technology can bring and we are pleased to implement Bluware InteractivAI™, a new and innovative deep learning technology, augmenting our geoscientists' ability to accelerate subsurface data interpretation," says Ahmed Hashmi, Upstream Chief Digital and Technology Officer at BP. 
Large seismic data sets are difficult to move and use in workflows and time consuming to interpret. InteractivAI, powered by Bluware Volume Data Store (VDS™) cloud-native data environment, enables the acceleration of detailed interpretation tasks. With this tool geoscientists can now train and correct deep learning results interactively, significantly improving structural interpretation workflows.
"We are excited to be a part of BP's digital innovation goals in delivering significant value and a better user experience across their subsurface workflows," says Dan Piette, CEO of Bluware. 
About Bluware Corp. 
Bluware enables oil and gas companies to solve the most challenging objectives in the petrotechnical world. E&P companies use Bluware to achieve previously unthinkable workflows using cloud computing and deep learning for subsurface data applications and workflows. For more information, visit https://www.bluware.com/. 
Contact:
Alexandra Maxwell
+1 713.335.1500
info@bluware.com
View original content:http://www.prnewswire.com/news-releases/bluware-signs-new-agreement-with-bp-to-support-innovative-deep-learning-workflow-in-subsurface-data-interpretation-301067175.html
SOURCE Bluware Corp.

Article Date
6/1/2020
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4/29/2020 - BP Donates Jet Fuel to COVID-19 US Relief Efforts
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BP Donates Jet Fuel to COVID-19 US Relief Efforts
Source: PR Newswire
HOUSTON, April 29, 2020 /PRNewswire/ -- BP (NYSE: BP) will supply 3 million gallons of jet fuel to FedEx Express (NYSE: FDX) charter flights and Alaska Airlines (NYSE: ALK) at no cost to support the timely delivery of personal protective equipment (PPE) and other essential goods to areas of the U.S. at greatest risk for COVID-19. BP will offset the carbon emissions of all donated fuel deliveries through its Target Neutral program.  
"Frontline medical providers depend on PPE to treat patients suffering from COVID-19 and to save lives. BP is working to help deliver this equipment quickly by donating jet fuel to air carriers who will get supplies where they need to go," said Susan Dio, chairman and president of BP America. "COVID-19 is a human crisis. People are suffering, and BP wants to help. We're pulling together our global resources to ensure first responders, health care workers and patients know that they're not alone."
The donation builds on BP's commitment to supporting frontline workers by offering a 50-cents-per-gallon discount on fuel for first responders, doctors, nurses and hospital workers verified through ID.me, a digital identity verification system. To date, the program has distributed approximately 800,000 unique discount codes.
The donation to FedEx Express, supplied by Air BP, will be used solely for international air transportation to and from the U.S. to deliver critical medical supplies, including gloves, gowns, ventilators and masks, that support the effort to fight COVID-19. Supplies will be directed by the Department of Health and Human Services (HHS) and the Federal Emergency Management Agency to communities in greatest need based on data from the Centers for Disease Control and Prevention. The fuel will be supplied by BP's Whiting refinery in Whiting, Indiana and BP's Cherry Point refinery in Blaine, Washington and delivered to Chicago O'Hare and Seattle-Tacoma International airports respectively. The fuel will supply more than 45 FedEx Express charter flights for HHS. 
"FedEx is working closely with the U.S. departments of Defense, Health and Human Services and State to offer logistics support on a number of initiatives including cargo flights of personal protective equipment and medical supplies," said Don Colleran, president and CEO of FedEx Express. "The generous donation of fuel and carbon offsets from BP for these charter flights will reduce the cost for government agencies and support our commitment to sustainability across FedEx Express."
Alaska Airlines is stepping up to restore air service to several remote Alaska communities recently cut off after a local carrier declared bankruptcy. Working through BP Alaska and Air BP, the donated fuel will help Alaska Airlines to activate its response in support of the supply chain, delivering food, medical supplies, mail and emergency passenger services. With BP's contribution, Alaska Airlines will donate 1 million miles to the American Cancer Society of Alaska's Flight Partner program, which ensures that cancer patients in Alaska have access to transportation when they are required to receive treatment far from home. The fuel will be supplied by BP's Cherry Point Refinery and delivered to Seattle-Tacoma International Airport.
Carbon emissions from the fuel donated by BP will be offset through BP Target Neutral using certified U.S. carbon offset projects. These fuel donations allow the program to retire certified carbon credits that were generated by projects around the world that reduced carbon emissions. 
About BP:
BP is a global energy producer with operations in nearly 80 countries. BP has a larger economic footprint in the U.S. than in any other nation, and it has invested more than $125 billion here since 2005. BP employs about 13,000 people across the U.S. and supports more than 200,000 additional jobs through all its business activities. For more information on BP in America, visit www.bp.com/us.
Further information:
BP US Media Affairs
Email: uspress@bp.com
View original content to download multimedia:http://www.prnewswire.com/news-releases/bp-donates-jet-fuel-to-covid-19-us-relief-efforts-301049350.html
SOURCE BP

Article Date
4/29/2020
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12/10/2019 - BP and Arzeda Announce Collaboration Expansion
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BP and Arzeda Announce Collaboration Expansion
Source: PR Newswire
SEATTLE, Dec. 10, 2019 /PRNewswire/ -- BP (NYSE: BP) and Arzeda, the Protein Design Company™, are pleased to announce they have entered a second extended collaboration agreement for developing a bio-process for production of a renewable chemical of high strategic and industrial interest to BP.
After successful completion of the first phase of the project, the companies have chosen to enter the second phase with the aim to accelerate progress towards commercialization of the target chemical by building on the two companies complementary technologies and core competencies. Arzeda reached a major deliverable in the previous engagement, which set the stage for BP to move to this extended agreement.
Arzeda is excited to again be working with a leading energy and chemical company with a commitment to low-carbon solutions that contribute to a more sustainable future. Bringing to market bio-based products require simultaneous advances in multiple technologies, including the key catalysts, or enzymes. Arzeda's protein design technology, Archytas™ is uniquely positioned to enable improved enzymes that drive the production of new products with attractive performance and economic value.
Alexandre Zanghellini, Arzeda's CEO, commented, "A returning partner is a tremendous validation of our technology and the collective effort of the Arzeda and BP teams. We look forward to continue building value for BP and the next equally fruitful collaboration!"
About Arzeda
Arzeda is harnessing the power of computational protein design to build novel enzymes and discover new pathways that enable cost effective, sustainable production of value-added specialty chemicals and ingredients. In partnership with Fortune 500 companies and industrial leaders, the company has developed a portfolio of enzymes that increase the efficiency, robustness and diversity of biological processes. Our proprietary pathway design software unlocks new opportunities for specialty chemicals, advanced materials and health and nutrition products that would otherwise be impossible to exploit.
More information is available at www.arzeda.com.
About BP
• BP is committed to a lower-carbon future, aiming to reduce greenhouse gas emissions in its operations, improve its products and services to help customers lower their emissions, and create new low-carbon businesses.
• Technology is ever-present in all that we do – from safely discovering and recovering oil and gas, to renewable energy, digital and lower-carbon fuels and products. We seek innovations that help to make our operations and products more efficient and sustainable.
• We have scientists and technologists at eight major technology centers in the US, UK, Asia and Germany. We complement our comprehensive research capability with external collaborations that provide a cross-cutting range of specialities, supported by innovative academic programs.
For more information, please visit: www.bp.com/technology
Media Contact:
Leigh Fritz
Director of Business Development
leigh.fritz@arzeda.com
View original content to download multimedia:http://www.prnewswire.com/news-releases/bp-and-arzeda-announce-collaboration-expansion-300971742.html
SOURCE Arzeda

Article Date
12/10/2019
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12/2/2019 - Bunge and BP complete formation of BP Bunge Bioenergia joint venture in Brazil
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Bunge and BP complete formation of BP Bunge Bioenergia joint venture in Brazil
Source: PR Newswire
WHITE PLAINS, N.Y., Dec. 2, 2019 /PRNewswire/ -- Bunge Limited (NYSE:BG) and BP plc (NYSE:BP) today announced that they have completed the formation of BP Bunge Bioenergia, the Brazilian bioenergy joint venture that combines their Brazilian bioenergy and sugarcane ethanol businesses. BP Bunge Bioenergia is now the second largest operator by effective crushing capacity in the Brazilian bioethanol market.
As part of the transaction, Bunge received cash proceeds of $775 million, comprising of $700 million of non-recourse Bunge debt that was assumed by the joint venture at closing, and $75 million from BP, before customary closing adjustments. The proceeds were used to reduce outstanding indebtedness under the Company's credit facilities. The non-recourse debt was arranged by a syndicate of banks, led by Sumitomo Mitsui Banking Corporation, ABN Amro Bank N.V. and ING Bank N.V.
Itaú BBA acted as exclusive financial advisor to Bunge, and Lefosse Advogados acted as legal counsel.
About Bunge Limited
Bunge (www.bunge.com, NYSE: BG) is a world leader in sourcing, processing and supplying oilseed and grain products and ingredients. Founded in 1818, Bunge's expansive network feeds and fuels a growing world, creating sustainable products and opportunities for more than 70,000 farmers and the consumers they serve across the globe. The company is headquartered in New York and has 31,000 employees worldwide who stand behind more than 360 port terminals, oilseed processing plants, grain silos, and food and ingredient production and packaging facilities around the world.
Website Information
We routinely post important information for investors on our website, www.bunge.com, in the "Investors" section. We may use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains both historical and forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current expectations and projections about our future results, performance, prospects and opportunities. We have tried to identify these forward-looking statements by using words including "may," "will," "should," "could," "expect," "anticipate," "believe," "plan," "intend," "estimate," "continue" and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. The following important factors, among others, could affect our business and financial performance: industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products used in our business; fluctuations in energy and freight costs and competitive developments in our industries; the effects of weather conditions and the outbreak of crop and animal disease on our business; global and regional agricultural, economic, financial and commodities market, political, social and health conditions; the outcome of pending regulatory and legal proceedings; our ability to complete, integrate and benefit from acquisitions, dispositions, joint ventures and strategic alliances; our ability to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement and other business optimization initiatives; changes in government policies, laws and regulations affecting our business, including agricultural and trade policies, tax regulations and biofuels legislation; and other factors affecting our business generally. The forward-looking statements included in this release are made only as of the date of this release, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
View original content:http://www.prnewswire.com/news-releases/bunge-and-bp-complete-formation-of-bp-bunge-bioenergia-joint-venture-in-brazil-300967142.html
SOURCE Bunge Limited

Article Date
12/2/2019
Close
8/1/2019 - Ondiflo Completes Blockchain-Based Pilot Project with BPX Energy
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Ondiflo Completes Blockchain-Based Pilot Project with BPX Energy
Source: PR Newswire
HOUSTON, Aug. 1, 2019 /PRNewswire/ -- Ondiflo, a blockchain platform for the oil and gas industry, today announced the successful completion of its Proof of Value (PoV) project of fluid hauling in East Texas in collaboration with BPX Energy, the U.S. onshore oil and gas unit for global energy company BP, and a selection of the operator's suppliers.
Throughout the pilot, during which Ondiflo's blockchain-based solution was deployed with three water hauling companies (C&J, Common and Select Energy Services), BPX Energy and its suppliers were able to identify substantial operational and financial benefits, including cost reduction by improved efficiency, reduced procure-to-pay time cycles and improved asset utilization.
Ondiflo's blockchain-based application for fluid hauling provides an automation platform for the optimization of field tracking activities, where tank-level data received from sensors, service orders, field tickets and invoices as well as regulatory documentation are transacted via smart contracts and key-data captured in the blockchain.
With 50 metered wells connected to the Ondiflo platform, sending tank levels every 5 minutes, over 10,500 hauls have been automatically processed since the start of the project. An average of over 90% accuracy was achieved in haul detection and matching to field tickets by week 6. Over 65 truck drivers and 11 dispatchers used the Ondiflo app and one of the companies used their own e-ticketing app connected to the Ondiflo APIs for this project.
The PoV project improved dispatch optimization by projecting service requests out for 48 hours. Savings on the field ticket approval effort and invoice processing efforts were achieved by automatically approving hauls if the volume computed by Ondiflo matched the volume entered on the field ticket.
Jean-Pierre Foehn, CEO of Ondiflo, said, "Our methodology clearly established the impact of the combined IoT, Mobile and Blockchain technologies on the current process and the outcome for the business case. We are confident that when moving to production with the integration of the various back-office systems involved in the Procure-to-Pay, the impact of automation will be fully realized and will lead the industry to quick adoption."
Balaji Ramakrishnan, BPX Energy's Director of Procurement and Supply Chain, added, "Ondiflo's technology drastically transforms how an oilfield transaction is managed from a paper-based process into the digital age, increasing productivity, reducing costs and creating value." 
In conclusion, the Proof of Value has demonstrated that the convergence of IoTs, Blockchain technology and data science for legally enforceable automation of the procure-to-pay (P2P) process in fluid hauling during the production phase of an oil/gas well presents solid business value.
ABOUT ONDIFLO
Ondiflo provides Blockchain-based applications to the Oil and Gas industry. Ondiflo is headquartered in Houston, Texas with development offices in Pune, India. For more information on Ondiflo, visit www.ondiflo.com
ABOUT BPX ENERGY
BP (NYSE: BP) is a global producer of oil and gas with operations in nearly 80 countries. BP has a larger economic footprint in the U.S. than in any other nation, and it has invested more than $115 billion here since 2005. BP employs about 14,000 people across the U.S. and supports more than 111,000 additional jobs through all its business activities. BP's U.S. onshore oil and gas business, known as BPX Energy, has significant activities producing natural gas, NGLs and condensate across six states, including production from unconventional gas, coalbed methane (CBM) and shale gas assets. For more information on BP in America, visit bp.com/us
For all media inquiries:
Nick Roquefort-Villeneuve
Head of Marketing, Ondiflo
Direct: +1.713.808.5961
Email: nick.roquefort.villeneuve@ondiflo.com
View original content:http://www.prnewswire.com/news-releases/ondiflo-completes-blockchain-based-pilot-project-with-bpx-energy-300895069.html
SOURCE Ondiflo

Article Date
8/1/2019
Close
7/22/2019 - Bunge and BP to Create a Leading Bioenergy Company
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Bunge and BP to Create a Leading Bioenergy Company
Source: PR Newswire
WHITE PLAINS, N.Y., July 22, 2019 /PRNewswire/ -- Bunge Limited (NYSE:BG) ("Bunge" or "the Company"), a leader in agriculture, food and ingredients, today announced an agreement with BP plc (NYSE:BP) to form a 50:50 joint venture that will create a leading bioenergy company (the "joint venture") in Brazil, one of the world's largest fast-growing markets for biofuels.
Bunge will receive cash proceeds of $775 million in the transaction, comprising $700 million in respect of non-recourse Bunge debt to be assumed by the joint venture at closing, and $75 million from BP, subject to customary closing adjustments. The proceeds will be used to reduce outstanding indebtedness under the Company's credit facilities, resulting in a stronger balance sheet and greater financial flexibility.
The deal progresses Bunge's strategy to optimize its portfolio. Gregory A. Heckman, Bunge's Chief Executive Officer, said, "This partnership with BP represents a major portfolio optimization milestone for Bunge which allows us to reduce our current exposure to sugar milling, strengthen our balance sheet and focus on our core businesses. We have a strong, committed partner in BP, as well as flexibility in the medium and long term for further monetization, with full exit potential via an IPO or other strategic route."
The joint venture, to be called BP Bunge Bioenergia, will operate on a stand-alone basis, with a total of 11 mills located across the Southeast, North and Midwest regions of Brazil. With 32 million metric tonnes of combined crushing capacity per year, the joint venture will have the flexibility to produce a mix of ethanol and sugar. It will also generate renewable electricity - fuelled by waste biomass from the sugar cane - through its cogeneration facilities to power all its sites and sell surplus electricity to the Brazilian power grid. BP and Bunge's assets are largely complementary, with sites in five Brazilian states including three in the key region of São Paulo.  The combined business will be ranked the second largest player in the industry in Brazil by effective crushing capacity.
Dev Sanyal, chief executive of BP Alternative Energy, said: "Biofuels have a key role to play in the energy transition and Brazil is leading the way by developing this industry at scale. In one step, this agreement will allow BP to significantly grow the size, efficiency and flexibility of our biofuels business in one of the world's major growth markets. With our shared commitment to safety and sustainability, the combination of BP and Bunge's assets and expertise will allow us to improve performance, develop options for growth and generate real value. BP Bunge Bioenergia will be well-placed to play a significant part in meeting Brazil's growing demand for both biofuels and biopower."
Following completion, the aim is for BP Bunge Bioenergia to generate significant operational and financial synergies, including through scale efficiencies and by applying best practices, optimised technologies and operational capabilities across all the assets of the new business.
The new business is expected to be headquartered in Sao Paulo. Mario Lindenhayn from BP will be Executive Chairman, Geovane Consul from Bunge, will be Chief Executive Officer (CEO). BP and Bunge will have equal representation on the Board of Directors.
Transaction Summary
• 50:50 joint venture between BP and Bunge's Brazilian sugar and bioenergy production businesses.
• $775 million of total cash proceeds to Bunge from the transaction.
• Joint venture will operate on a stand-alone basis; and upon the closing of the transaction, Bunge will no longer consolidate its sugar and bioenergy operations in Brazil in its consolidated financial statements. Bunge will account for its interest in the joint venture under the equity method of accounting.
 Approvals and Closing Timeline
The transaction has been unanimously approved by the Board of Directors of Bunge. Closing of the transaction is expected in the fourth quarter of 2019, subject to customary conditions, including receipt of required regulatory approvals.
Advisors
Itaú BBA is acting as exclusive financial advisor to Bunge, and Lefosse Advogados is acting as legal counsel.
About Bunge Limited
Bunge (www.bunge.com, NYSE: BG) is a world leader in sourcing, processing and supplying oilseed and grain products and ingredients. Founded in 1818, Bunge's expansive network feeds and fuels a growing world, creating sustainable products and opportunities for more than 70,000 farmers and the consumers they serve across the globe. The company is headquartered in New York and has 31,000 employees worldwide who stand behind more than 360 port terminals, oilseed processing plants, grain silos, and food and ingredient production and packaging facilities around the world.
Website Information
We routinely post important information for investors on our website, www.bunge.com, in the "Investors" section. We may use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains both historical and forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are not based on historical facts, but rather reflect our current expectations and projections about our future results, performance, prospects and opportunities. We have tried to identify these forward-looking statements by using words including "may," "will," "should," "could," "expect," "anticipate," "believe," "plan," "intend," "estimate," "continue" and similar expressions. These forward-looking statements include, among others, statements regarding the expected synergies and other benefits of the transaction, expected proceeds and use of proceeds from the transaction, expected accounting treatment of the transaction, prospective business performance and opportunities of the joint venture and the expected timing of completion of the transaction.  These forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. The following important factors, among others, could cause actual results to differ from these forward-looking statements:   the ability and timing to obtain regulatory and other approvals and satisfy other closing conditions to complete the transaction; the ability to effectively integrate the combined businesses and obtain cost savings and other synergies within expected timeframes; the ability to retain employees and management; higher than expected operating costs and potential business disruption; how customers, suppliers and employees will react to the transaction; industry conditions, including fluctuations in supply, demand and prices for sugar, ethanol and electricity; fluctuations in energy and freight costs and competitive developments; the effects of weather conditions; global and regional agricultural, economic, financial and commodities market, political, social and health conditions; the outcome of pending regulatory and legal proceedings; changes in government policies, laws and regulations affecting the sugar and ethanol business, including agricultural and trade policies, tax regulations and biofuels legislation; and other factors affecting our business generally. The forward-looking statements included in this release are made only as of the date of this release, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
View original content:http://www.prnewswire.com/news-releases/bunge-and-bp-to-create-a-leading-bioenergy-company-300888433.html
SOURCE Bunge Limited

Article Date
7/22/2019
Close
12/13/2018 - BP Capital Markets America Inc. Announces Final Results of Exchange Offers
X
BP Capital Markets America Inc. Announces Final Results of Exchange Offers
Source: PR Newswire
NEW YORK, Dec. 13, 2018 /PRNewswire/ -- BP p.l.c. ("BP") (LSE: BP) (FWB: BPE5) (NYSE: BP) today announced the final results of its previously announced offers to exchange (the "Exchange Offers" and each, an "Exchange Offer") any and all validly tendered (and not validly withdrawn) and accepted notes up to a maximum amount of $10.6 billion (the "Maximum Amount") of twenty-three series of notes issued by BP Capital Markets p.l.c. ("BP Capital U.K.") (the "Old Notes") for a combination of cash and new notes to be issued by BP Capital Markets America Inc. ("BP Capital America" or the "Issuer") and fully and unconditionally guaranteed by BP (the "New Notes"). A Registration Statement on Form F-4 (File Nos. 333-228369 and 333-228369-01) (the "Registration Statement") relating to the issuance of the New Notes was filed with the Securities and Exchange Commission ("SEC") on November 14, 2018 (as amended by Amendment No. 1 to the Registration Statement filed with the SEC on November 28, 2018) and was declared effective by the SEC on December 7, 2018.
Based on information provided by D.F. King & Co. Inc., the Exchange Agent and Information Agent for the Exchange Offers, $18,245,902,000 aggregate principal amount of the Old Notes were validly tendered prior to or at 11:59 p.m., New York City time, on December 12, 2018 (the "Expiration Time") and not validly withdrawn.
The total aggregate principal amount of the Old Notes tendered and accepted in the Exchange Offers is $10,547,829,000. The aggregate principal amount of Old Notes validly tendered for exchange and not validly withdrawn as of the Expiration Time exceeded the Maximum Amount. Because the aggregate principal amount of Old Notes validly tendered prior to or at the Expiration Time and not validly withdrawn exceeded the Maximum Amount, the Issuer will not accept for exchange all such Old Notes that have been tendered and will only accept those Old Notes noted in the table below. All Old Notes validly tendered (and not validly withdrawn) as of the Expiration Time in Acceptance Priority Levels 1 through 11 and Acceptance Priority Level 20 satisfied the applicable Minimum Size Condition and the Maximum Amount Condition (each as described in BP's prospectus, dated as of December 10, 2018 (the "Prospectus")) and were accepted for exchange. No Old Notes tendered in Acceptance Priority Levels 12 through 19 and Acceptance Priority Levels 21 through 23 were accepted for exchange.
The following table indicates, among other things, the principal amount of Old Notes validly tendered and accepted for exchange in the Exchange Offers:
Series of Old Notes Offered for Exchange	Old CUSIP/ISIN No.	Acceptance Priority Level	Aggregate Principal Amount Outstanding ($MM)	Aggregate Principal Amount Tendered	Aggregate Principal Amount Tendered and Accepted	New CUSIP/ISIN No.
3.588% Guaranteed Notes due 2027	05565QDM7 / US05565QDM78	1	$850	$613,709,000	$613,709,000	10373QAZ3 / US10373QAZ37
3.017% Guaranteed Notes due 2027	05565QDF2 / US05565QDF28	2	$1,000	$876,418,000	$876,418,000	10373QAV2 / US10373QAV23
3.119% Guaranteed Notes due 2026	05565QDB1 / US05565QDB14	3	$1,250	$998,577,000	$998,577,000	10373QAT7 / US10373QAT76
3.224% Guaranteed Notes due 2024	05565QDL9 / US05565QDL95	4	$1,000	$903,287,000	$903,287,000	10373QAY6 / US10373QAY61
3.216% Guaranteed Notes due 2023	05565QDG0 / US05565QDG01	5	$1,200	$993,940,000	$993,940,000	10373QAW0 / US10373QAW06
2.750% Guaranteed Notes due 2023	05565QCD8 / US05565QCD88	6	$1,500	$1,101,848,000	$1,101,848,000	10373QAL4 / US10373QAL41
2.520% Guaranteed Notes due 2022	05565QDP0 / US05565QDP00	7	$700	$564,959,000	$564,959,000	10373QBA7 / US10373QBA76
3.245% Guaranteed Notes due 2022	05565QBZ0 / US05565QBZ00	8	$1,750	$1,400,177,000	$1,400,177,000	10373QAJ9 / US10373QAJ94
2.112% Guaranteed Notes due 2021	05565QDD7 / US05565QDD79	9	$750	$603,443,000	$603,443,000	10373QAU4 / US10373QAU40
4.742% Guaranteed Notes due 2021	05565QBR8 / US05565QBR83	10	$1,400	$1,127,316,000	$1,127,316,000	10373QAG5 / US10373QAG55
4.50% Guaranteed Notes due 2020	05565QBP2 / US05565QBP28	11	$1,500	$1,182,004,000	$1,182,004,000	10373QAF7 / US10373QAF72
2.521% Guaranteed Notes due 2020	05565QCT3 / US05565QCT31	12	$1,250	$488,493,000	$0	–
3.279% Guaranteed Notes due 2027	05565QDN5 / US05565QDN51	13	$1,500	$1,313,311,000	$0	–
3.535% Guaranteed Notes due 2024	05565QCS5 / US05565QCS57	14	$750	$606,167,000	$0	–
3.994% Guaranteed Notes due 2023	05565QCJ5 / US05565QCJ58	15	$750	$624,978,000	$0	–
2.500% Guaranteed Notes due 2022	05565QCB2 / US05565QCB23	16	$1,000	$714,903,000	$0	–
3.561% Guaranteed Notes due 2021	05565QBU1 / US05565QBU13	17	$1,000	$647,725,000	$0	–
3.814% Guaranteed Notes due 2024	05565QCP1 / US05565QCP19	18	$1,250	$1,042,806,000	$0	–
3.062% Guaranteed Notes due 2022	05565QCZ9  / US05565QCZ90	19	$1,000	$772,659,000	$0	–
Floating Rate Guaranteed Notes due 2022	05565QDQ8US0 5565QDQ82	20	$300	$182,151,000	$182,151,000	10373QBD1 / US10373QBD16
Floating Rate Guaranteed Notes due 2021	05565QDE5 / US05565QDE52	21	$250	$163,035,000	$0	–
3.723% Guaranteed Notes due 2028	05565QDH8 / US05565QDH83	22	$800	$570,625,000	$0	–
3.506% Guaranteed Notes due 2025	05565QDA3 / US05565QDA31	23	$1,000	$753,371,000	$0	–
Total amount tendered and accepted in the Exchange Offers					$10,547,829,000
 
Settlement and issuance of the New Notes to be issued in exchange for Old Notes validly tendered and accepted for exchange is expected to occur on December 14, 2018.
The Exchange Offers were made pursuant to the terms and conditions set forth in the Prospectus, which forms a part of the Registration Statement.
The dealer managers for the Exchange Offers relating to the Old Notes are:
Barclays	BofA Merrill Lynch	Goldman Sachs & Co. LLC
745 Seventh Avenue, 5th Floor New York, New York 10019 U.S.A.	214 North Tryon Street, 14th Floor Charlotte, North Carolina 28255 U.S.A.	200 West Street New York, New York 10282 U.S.A.
Attention: Liability Management Group	Attention: Liability Management Group	Attn: Liability Management Group
By Telephone: In the U.S. Toll free: (800) 438-3242 Collect: (212) 528-7581 In Europe London: +44 203 134 8515	By Telephone: In the U.S. Toll-Free: (888) 292-0070 Collect: (980) 683-3215 In Europe London: +44 207 996 5420	By Telephone: In the U.S. Toll Free: (800) 828-3182 Collect: (212) 902-6941 In Europe London: +44 20 7774 9862
By Email: liability.management@barclays.com	By Email: DG.LM_EMEA@baml.com	By Email: liabilitymanagement.eu@gs.com
 
The exchange agent and information agent for the Exchange Offers relating to the Old Notes is:
	D.F. King & Co., Inc.
By Phone: Bank and Brokers Call Collect: +1 (212) 269-5550 All Others, Please Call Toll-Free: +1 (877) 674-6273	By E-Mail: bp@dfking.com	By Mail or Hand: 48 Wall Street, 22nd Floor New York, NY 10005
 
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers were made solely pursuant to the terms and conditions of the Prospectus, and the other related materials. 
There will not be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Non-U.S. Distribution Restrictions
European Economic Area. The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU  (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. 
MiFID II product governance / Professional investors and ECPs only target market—In the EEA and solely for the purposes of the product approval process conducted by any Dealer Manager who is a manufacturer with respect to the New Notes for the purposes of the MiFID II product governance rule under EU Delegated Directive 2017/593 (each, a "manufacturer"), the manufacturers' target market assessment in respect of the New Notes has led to the conclusion that: (i) the target market for the New Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the New Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Belgium. Neither the Prospectus nor any other documents or materials relating to the Exchange Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority ("Autorité des services et marchés financiers"/"Autoriteit voor Financiële Diensten en Markten"). The Exchange Offers are not being, and may not be, made in Belgium by way of a public offering, as defined in Articles 3, §1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on public takeover bids ("loi relative aux offres publiques d'acquisition"/"wet op de openbare overnamebiedingen") (the "Belgian Takeover Law") or as defined in Article 3, §1 of the Belgian Law of June 16, 2006 on the public offer of investment instruments and the admission to trading of investment instruments on a regulated market ("loi relative aux offres publiques d'instruments de placement et aux admissions d'instruments de placement à la négociation sur des marchés réglementés"/"wet op de openbare aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt") (the "Belgian Prospectus Law"), both as amended or replaced from time to time. Accordingly, the Exchange Offers may not be, and are not being, advertised and the Exchange Offers will not be extended, and neither the Prospectus nor any other documents or materials relating to the Exchange Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to persons which are "qualified investors" ("investisseurs qualifiés"/"gekwalificeerde beleggers") as defined in Article 10, §1 of the Belgian Prospectus Law, acting on their own account, as referred to in Article 6, §3 of the Belgian Takeover Law or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. The Prospectus has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offers. Accordingly, the information contained in the Prospectus or in any other documents or materials relating to the Exchange Offers may not be used for any other purpose or disclosed or distributed to any other person in Belgium.
France. The Exchange Offers are not being made, directly or indirectly, to the public in the Republic of France. Neither the Prospectus nor any other documents or materials relating to the Exchange Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.321-1 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Exchange Offers. The Prospectus and any other document or material relating to the Exchange Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers."
Italy. None of the Exchange Offers, the Prospectus or any other documents or materials relating to the Exchange Offers or the New Notes have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). The Exchange Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation") and, therefore, are intended for, and directed only at, qualified investors (investitori qualificati) (the "Italian Qualified Investors"), as defined pursuant to Article 100, paragraph 1, letter (a) of the Financial Services Act and Article 34-ter, paragraph 1, letter (b) of the Issuers' Regulation. Accordingly, the Exchange Offers cannot be promoted, nor may copies of any document related thereto or to the New Notes be distributed, mailed or otherwise forwarded, or sent, to the public in Italy, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange available in Italy, other than to Italian Qualified Investors.  Persons receiving this prospectus must not forward, distribute or send it in or into or from Italy.  Noteholders or beneficial owners of the Old Notes that are resident or located in Italy can offer to exchange the notes pursuant to the Exchange Offers through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Old Notes, the New Notes, the Exchange Offers or the Prospectus.
United Kingdom. The Prospectus is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").  The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the New Notes will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on this document or any of its contents.
Hong Kong. The New Notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the New Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to New Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Japan. The New Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any New Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
Singapore. The prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, and if the Issuer has not notified the dealer(s) on the classification of the New Notes under and pursuant to Section 309(B)(1) of the Securities and Futures Act, Chapter 289 Singapore (the "SFA"), The prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Notes may not be circulated or distributed, nor may the New Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of Chapter 289 of the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the New Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the New Notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the shares are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Further information:
BP press office, London: +44 (0)20 7496 4076, bppress@bp.com
BP press office, Houston: +1 281 366 4463, uspress@bp.com
Cautionary Statement:
In order to utilize the 'safe harbor' provisions of the United States Private Securities Litigation Reform Act of 1995 (the 'PSLRA') and the general doctrine of cautionary statements, BP is providing the following cautionary statement.  This press release contains certain forward-looking statements – that is, statements related to future, not past events and circumstances – which may relate to one or more of 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 are generally, but not always, identified by the use of words such as 'will', 'expects', 'is expected to', 'aims', 'should', 'may', 'objective', 'is likely to', 'intends', 'believes', 'anticipates', 'plans', 'we see' or similar expressions.  Actual results may differ from those expressed in such statements, depending on a variety of factors including the risk factors set forth in our most recent Annual Report and Form 20-F under "Risk factors" and in any of our more recent public reports.
Our most recent Annual Report and Form 20-F and other period filings are available on our website at www.bp.com, or can be obtained from the SEC by calling 1-800-SEC-0330 or on its website at www.sec.gov.
 
View original content:http://www.prnewswire.com/news-releases/bp-capital-markets-america-inc-announces-final-results-of-exchange-offers-300765321.html
SOURCE BP p.l.c.

Article Date
12/13/2018
Close
11/14/2018 - BP Capital Markets America Inc. Commences Any and All Exchange Offers of Up To Twenty-Three Series of USD Notes Issued by BP Capital Markets p.l.c.
X
BP Capital Markets America Inc. Commences Any and All Exchange Offers of Up To Twenty-Three Series of USD Notes Issued by BP Capital Markets p.l.c.
Source: PR Newswire
LONDON, Nov. 14, 2018 /PRNewswire/ -- BP p.l.c. ("BP") (LSE: BP) (FWB: BPE) (NYSE: BP) today announced the commencement of offers to exchange (the "Exchange Offers" and each, an "Exchange Offer") any and all validly tendered (and not validly withdrawn) and accepted notes up to a maximum amount of $10.6 billion (the "Maximum Amount") of twenty-three series of notes issued by BP Capital Markets p.l.c. ("BP Capital U.K.") (the "Old Notes") for a combination of cash and new notes to be issued by BP Capital Markets America Inc. ("BP Capital America" or the "Issuer") and fully and unconditionally guaranteed by BP (the "New Notes") as described in the table below. The terms of the Old Notes and New Notes are substantially identical, except for the issuing entity. A Registration Statement on Form F-4 (the "Registration Statement") relating to the issuance of the New Notes was filed with the Securities and Exchange Commission ("SEC") today but has not yet been declared effective.
If any series of Old Notes is accepted for exchange, all Old Notes of that series that are validly tendered and not validly withdrawn will be accepted for exchange. Accordingly, no series of Old Notes will be subject to proration pursuant to the Exchange Offers.
The aggregate principal amount of Old Notes that will be accepted for exchange will be based on the order of acceptance priority for such series as set forth in the table below (the "Acceptance Priority Levels"), with Acceptance Priority Level 1 being the highest and Acceptance Priority Level 23 being the lowest, subject to the applicable Minimum Size Condition and the Maximum Amount Condition (each as described below).
 
Aggregate Principal Amount ($MM)	Title of Series of Notes Issued by BP Capital U.K. to be Exchanged (collectively, the "Old Notes")	CUSIP/ISIN No.	Acceptance Priority Level	Title of Series of Notes to be Issued by BP Capital America (collectively, the "New Notes") (1)	Minimum New Notes Size (2) ($MM)	Exchange Consideration (3)		Early Participation Premium (3)	Total Consideration (3)(4)
						New Notes (principal amount) (1)	Cash	New Notes (principal amount) (1)	New Notes (principal amount) (1)	Cash
$850	3.588% Guaranteed Notes due 2027	05565QDM7/US05565QDM78	1	3.588% Guaranteed Notes due 2027	$400	$970	$1	$30	$1,000	$1
$1,000	3.017% Guaranteed Notes due 2027	05565QDF2/US05565QDF28	2	3.017% Guaranteed Notes due 2027	$500	$970	$1	$30	$1,000	$1
$1,250	3.119% Guaranteed Notes due 2026	05565QDB1/US05565QDB14	3	3.119% Guaranteed Notes due 2026	$500	$970	$1	$30	$1,000	$1
$1,000	3.224% Guaranteed Notes due 2024	05565QDL9/US05565QDL95	4	3.224% Guaranteed Notes due 2024	$500	$970	$1	$30	$1,000	$1
$1,200	3.216% Guaranteed Notes due 2023	05565QDG0/US05565QDG01	5	3.216% Guaranteed Notes due 2023	$500	$970	$1	$30	$1,000	$1
$1,500	2.750% Guaranteed Notes due 2023	05565QCD8/US05565QCD88	6	2.750% Guaranteed Notes due 2023	$750	$970	$1	$30	$1,000	$1
$700	2.520% Guaranteed Notes due 2022	05565QDP0/US05565QDP00	7	2.520% Guaranteed Notes due 2022	$350	$970	$1	$30	$1,000	$1
$1,750	3.245% Guaranteed Notes due 2022	05565QBZ0/US05565QBZ00	8	3.245% Guaranteed Notes due 2022	$750	$970	$1	$30	$1,000	$1
$750	2.112% Guaranteed Notes due 2021	05565QDD7/US05565QDD79	9	2.112% Guaranteed Notes due 2021	$350	$970	$1	$30	$1,000	$1
$1,400	4.742% Guaranteed Notes due 2021	05565QBR8/US05565QBR83	10	4.742% Guaranteed Notes due 2021	$500	$970	$1	$30	$1,000	$1
$1,500	4.50% Guaranteed Notes due 2020	05565QBP2/US05565QBP28	11	4.50% Guaranteed Notes due 2020	$750	$970	$1	$30	$1,000	$1
$1,250	2.521% Guaranteed Notes due 2020	05565QCT3/US05565QCT31	12	2.521% Guaranteed Notes due 2020	$500	$970	$1	$30	$1,000	$1
$1,500	3.279% Guaranteed Notes due 2027	05565QDN5/US05565QDN51	13	3.279% Guaranteed Notes due 2027	$750	$970	$1	$30	$1,000	$1
$750	3.535% Guaranteed Notes due 2024	05565QCS5/US05565QCS57	14	3.535% Guaranteed Notes due 2024	$350	$970	$1	$30	$1,000	$1
$750	3.994% Guaranteed Notes due 2023	05565QCJ5/US05565QCJ58	15	3.994% Guaranteed Notes due 2023	$350	$970	$1	$30	$1,000	$1
$1,000	2.500% Guaranteed Notes due 2022	05565QCB2/US05565QCB23	16	2.500% Guaranteed Notes due 2022	$500	$970	$1	$30	$1,000	$1
$1,000	3.561% Guaranteed Notes due 2021	05565QBU1/US05565QBU13	17	3.561% Guaranteed Notes due 2021	$500	$970	$1	$30	$1,000	$1
$1,250	3.814% Guaranteed Notes due 2024	05565QCP1/US05565QCP19	18	3.814% Guaranteed Notes due 2024	$500	$970	$1	$30	$1,000	$1
$1,000	3.062% Guaranteed Notes due 2022	05565QCZ9/US05565QCZ90	19	3.062% Guaranteed Notes due 2022	$500	$970	$1	$30	$1,000	$1
$300	Floating Rate Guaranteed Notes due 2022	05565QDQ8/US05565QDQ82	20	Floating Rate Guaranteed Notes due 2022	—	$970	$1	$30	$1,000	$1
$250	Floating Rate Guaranteed Notes due 2021	05565QDE5/US05565QDE52	21	Floating Rate Guaranteed Notes due 2021	—	$970	$1	$30	$1,000	$1
$800	3.723% Guaranteed Notes due 2028	05565QDH8/US05565QDH83	22	3.723% Guaranteed Notes due 2028	$400	$970	$1	$30	$1,000	$1
$1,000	3.506% Guaranteed Notes due 2025	05565QDA3/US05565QDA31	23	3.506% Guaranteed Notes due 2025	$500	$970	$1	$30	$1,000	$1
(1)       The term "New Notes" in this column refers, in each case, to the series of New Notes corresponding to the series of Old Notes of like tenor and coupon.
(2)      No Old Fixed Rate Notes (as defined below) of a given series will be accepted for exchange unless the aggregate principal amount of New Notes to be issued on the Settlement Date (as defined below) in exchange for such series of Old Fixed Rate Notes is greater than or equal to the applicable Minimum New Notes Size.
(3)       Consideration per $1,000 principal amount of Old Notes validly tendered and accepted for exchange.
(4)      Includes the Early Participation Premium for Old Notes validly tendered prior to the Early Participation Deadline (described below) and not validly withdrawn.
No Old Fixed Rate Notes (being the Old Notes with Acceptance Priority Levels 1 through 19, 22 and 23, collectively the "Old Fixed Rate Notes") of a given series will be accepted for exchange unless the aggregate principal amount of New Notes to be issued on the Settlement Date (as defined below) in exchange for such series of Old Fixed Rate Notes is greater than or equal to the applicable minimum new notes size detailed in the table above (the "Minimum New Notes Size" and, such condition, the "Minimum Size Condition"). Additionally, no Old Notes of a given series will be accepted for exchange unless the Maximum Amount is greater than or equal to the sum of (i) the aggregate principal amount of such series of Old Notes validly tendered and not validly withdrawn and (ii) the aggregate principal amount of all series of Old Notes having a higher Acceptance Priority Level which have been accepted for exchange (the "Maximum Amount Condition").
If either of the Minimum Size Condition or the Maximum Amount Condition is not satisfied with respect to a given series of Old Notes, then (i) no Old Notes of that series will be accepted for exchange (whether or not validly tendered) and (ii) the series of Old Notes (if any) with the next lowest Acceptance Priority Level that satisfies both the Minimum Size Condition and the Maximum Amount Condition will be accepted for exchange, until there is no series of Old Notes with a lower Acceptance Priority Level to consider for exchange. Satisfaction of the Maximum Amount Condition will be tested at the Expiration Time (as defined below) for each series in order of Acceptance Priority Level.
It is possible that any series of Old Notes with Acceptance Priority Level 10 or lower will fail to meet the Maximum Amount Condition and therefore will not be accepted for exchange.
The Exchange Offers commenced on November 14, 2018. The Exchange Offers will expire at 11:59 p.m., New York City time, on December 12, 2018 unless extended (such date and time, as it may be extended, the "Expiration Time"). In order to be eligible to receive the total consideration described in the table above (the "Total Consideration"), holders must validly tender their Old Notes at or prior to 5:00 p.m., New York City time, on November 28, 2018, unless extended (such date and time, as it may be extended, the "Early Participation Deadline"). Tenders of Old Notes may not be withdrawn after the Expiration Time, unless extended (such date and time, as it may be extended, the "Withdrawal Deadline").
Upon the terms and subject to the conditions set forth in the Registration Statement, including the applicable Minimum Size Condition and the Maximum Amount Condition, in exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to the Early Participation Deadline and not validly withdrawn, holders will receive the Total Consideration, which consists of $1,000 principal amount of dollar-denominated New Notes and a cash amount of $1.00.
The Total Consideration includes an early participation premium set out in the table above (the "Early Participation Premium"), which consists of $30 principal amount of New Notes.
Upon the terms and subject to the conditions set forth in the Registration Statement, including the applicable Minimum Size Condition and the Maximum Amount Condition, in exchange for $1,000 principal amount of Old Notes that is validly tendered after the Early Participation Deadline but prior to the Expiration Time and not validly withdrawn, holders will receive only the exchange consideration set out in the table above (the "Exchange Consideration"), which is equal to the Total Consideration less the Early Participation Premium and so consists of $970 principal amount of New Notes and a cash amount of $1.00.
Subject to applicable law, BP reserves the right, but is not obligated, to increase or decrease the Maximum Amount in its sole and absolute discretion. The Exchange Offers are subject to certain conditions described in the Registration Statement. Subject to applicable law, BP reserves the right to waive any condition to any of the Exchange Offers (including the Minimum Size Condition and Maximum Amount Condition) in its sole and absolute discretion.
If, as of the Expiration Time, all conditions, including the applicable Minimum Size Condition and the Maximum Amount Condition, have been or are concurrently satisfied or waived by BP in respect of a given Exchange Offer, BP will accept for exchange all Old Notes of the applicable series tendered for exchange, subject to the Acceptance Priority Levels (the date of such exchange, the "Settlement Date"). BP expects the Settlement Date to occur on the second business day immediately following the Expiration Time, being December 14, 2018, if such Exchange Offer is not extended.
BP is conducting the Exchange Offers to efficiently migrate Old Notes from BP Capital U.K. to BP Capital America in order to optimize the BP Group's capital structure and align revenue generation to indebtedness. This follows recent efforts by BP to issue U.S. debt from BP Capital America, as demonstrated by BP's most recent U.S. issuance activity.
Other than the identity of the Issuer, the terms of the New Notes to be issued in the Exchange Offers are identical in all material respects to the Old Notes, with minor exceptions described in the Registration Statement. No accrued but unpaid interest will be paid on the Old Notes in connection with the Exchange Offers.  However, interest on the applicable New Note will accrue from and including the most recent interest payment date of the tendered Old Note, including for any series of Old Notes which has had a record date prior to the issuance of the New Notes. Subject to the minimum denominations as described in the Registration Statement, the principal amount of each New Note will be rounded down, if necessary, to the nearest whole multiple of $1,000, and BP will pay cash equal to the remaining portion (plus accrued interest thereon), if any, of the exchange price of such Old Note. 
The New Notes will be senior unsecured obligations of the Issuer and will rank equally with all other existing and future unsecured and unsubordinated indebtedness of the Issuer.  The New Notes will be fully and unconditionally guaranteed by BP.
The dealer managers for the Exchange Offers relating to the Old Notes are:
 
Barclays   745 Seventh Avenue, 5th Floor New York, New York 10019 U.S.A.   Attention: Liability Management Group   By Telephone: In the U.S. Toll free: (800) 438-3242 Collect: (212) 528-7581 In Europe London: +44 203 134 8515   By Email: liability.management@barclays.com

BofA Merrill Lynch   214 North Tryon Street, 14th Floor Charlotte, North Carolina 28255 U.S.A.   Attention: Liability Management Group   By Telephone: In the U.S. Toll-Free: (888) 292-0070 Collect: (980) 683-3215 In Europe London: +44 207 996 5420   By Email: DG.LM_EMEA@baml.com

Goldman Sachs & Co. LLC   200 West Street New York, New York 10282 U.S.A.   Attn: Liability Management Group     By Telephone: In the U.S. Toll Free: (800) 828-3182 Collect: (212) 902-6941 In Europe London: +44 20 7774 9862   By Email: liabilitymanagement.eu@gs.com
The exchange agent and information agent for the Exchange Offers relating to the Old Notes is:
By Phone: Bank and Brokers Call Collect: +1 (212) 269-5550 All Others, Please Call Toll-Free: +1 (877) 674-6273

D.F. King & Co., Inc.   By E-Mail: bp@dfking.com

By Mail or Hand: 48 Wall Street, 22nd Floor New York, NY 10005
The Exchange Offers are being made pursuant to the terms and conditions set forth in BP's prospectus, dated as of November 14, 2018 (the "Prospectus"), which forms a part of the Registration Statement.  Tendered Old Notes may be validly withdrawn at any time prior to the Expiration Date and, subject to applicable law, BP may terminate or withdraw the Exchange Offers at any time for any reason.
The consummation of the Exchange Offers is conditional upon a declaration of effectiveness of the Registration Statement by the SEC.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein and is also not a solicitation of the related consents.  The Exchange Offers may be made solely pursuant to the terms and conditions of the Prospectus, and the other related materials.  A Registration Statement relating to the New Notes has been filed with the SEC but has not yet become effective.  The New Notes may not be sold or exchanged for Old Notes, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC.
Security holders are urged to read the exchange offer materials, when available, including the registration statement on Form F-4 filed with the SEC, as amended from time to time, the related Prospectus, and the other materials related to the proposed exchange offer filed with the SEC, because they contain important information. These and other documents relating to the proposed exchange offer, when they are filed with the SEC, may be obtained, free of charge, on the SEC's web site at www.sec.gov, or may be obtained, free of charge, from the Issuer after the exchange offer has been commenced by requesting in writing to BP p.l.c. at 1 St. James's Square London SW1Y 4PD, United Kingdom or by telephone to +44-20-7496-4000. A copy of the prospectus for the exchange offers will also be available, free of charge.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Non-U.S. Distribution Restrictions
European Economic Area. The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU  (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. 
MiFID II product governance / Professional investors and ECPs only target market—In the EEA and solely for the purposes of the product approval process conducted by any Dealer Manager who is a manufacturer with respect to the New Notes for the purposes of the MiFID II product governance rule under EU Delegated Directive 2017/593 (each, a "manufacturer"), the manufacturers' target market assessment in respect of the New Notes has led to the conclusion that: (i) the target market for the New Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the New Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Belgium. Neither the Prospectus nor any other documents or materials relating to the Exchange Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority ("Autorité des services et marchés financiers"/"Autoriteit voor Financiële Diensten en Markten"). The Exchange Offers are not being, and may not be, made in Belgium by way of a public offering, as defined in Articles 3, §1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on public takeover bids ("loi relative aux offres publiques d'acquisition"/"wet op de openbare overnamebiedingen") (the "Belgian Takeover Law") or as defined in Article 3, §1 of the Belgian Law of June 16, 2006 on the public offer of investment instruments and the admission to trading of investment instruments on a regulated market ("loi relative aux offres publiques d'instruments de placement et aux admissions d'instruments de placement à la négociation sur des marchés réglementés"/"wet op de openbare aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt") (the "Belgian Prospectus Law"), both as amended or replaced from time to time. Accordingly, the Exchange Offers may not be, and are not being, advertised and the Exchange Offers will not be extended, and neither the Prospectus nor any other documents or materials relating to the Exchange Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to persons which are "qualified investors" ("investisseurs qualifiés"/"gekwalificeerde beleggers") as defined in Article 10, §1 of the Belgian Prospectus Law, acting on their own account, as referred to in Article 6, §3 of the Belgian Takeover Law or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. The Prospectus has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offers. Accordingly, the information contained in the Prospectus or in any other documents or materials relating to the Exchange Offers may not be used for any other purpose or disclosed or distributed to any other person in Belgium.
France. The Exchange Offers are not being made, directly or indirectly, to the public in the Republic of France. Neither the Prospectus nor any other documents or materials relating to the Exchange Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.321-1 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Exchange Offers. The Prospectus and any other document or material relating to the Exchange Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers."
Italy. None of the Exchange Offers, the Prospectus or any other documents or materials relating to the Exchange Offers or the New Notes have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). The Exchange Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation") and, therefore, are intended for, and directed only at, qualified investors (investitori qualificati) (the "Italian Qualified Investors"), as defined pursuant to Article 100, paragraph 1, letter (a) of the Financial Services Act and Article 34-ter, paragraph 1, letter (b) of the Issuers' Regulation. Accordingly, the Exchange Offers cannot be promoted, nor may copies of any document related thereto or to the New Notes be distributed, mailed or otherwise forwarded, or sent, to the public in Italy, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange available in Italy, other than to Italian Qualified Investors.  Persons receiving this prospectus must not forward, distribute or send it in or into or from Italy.  Noteholders or beneficial owners of the Old Notes that are resident or located in Italy can offer to exchange the notes pursuant to the Exchange Offers through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Old Notes, the New Notes, the Exchange Offers or the Prospectus.
United Kingdom. The Prospectus is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").  The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the New Notes will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on this document or any of its contents.
Hong Kong. The New Notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the New Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to New Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Japan. The New Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any New Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
Singapore. The prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, and if the Issuer has not notified the dealer(s) on the classification of the New Notes under and pursuant to Section 309(B)(1) of the Securities and Futures Act, Chapter 289 Singapore (the "SFA"), The prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Notes may not be circulated or distributed, nor may the New Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of Chapter 289 of the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the New Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the New Notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the shares are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Further information:
BP press office, London: +44 (0)20 7496 4076, bppress@bp.com
BP press office, Houston: +1 281 366 4463, uspress@bp.com
Cautionary Statement:
In order to utilize the 'safe harbor' provisions of the United States Private Securities Litigation Reform Act of 1995 (the 'PSLRA') and the general doctrine of cautionary statements, BP is providing the following cautionary statement.  This press release contains certain forward-looking statements – that is, statements related to future, not past events and circumstances – which may relate to one or more of 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 are generally, but not always, identified by the use of words such as 'will', 'expects', 'is expected to', 'aims', 'should', 'may', 'objective', 'is likely to', 'intends', 'believes', 'anticipates', 'plans', 'we see' or similar expressions.  Actual results may differ from those expressed in such statements, depending on a variety of factors including the risk factors set forth in our most recent Annual Report and Form 20-F under "Risk factors" and in any of our more recent public reports.
Our most recent Annual Report and Form 20-F and other period filings are available on our website at www.bp.com, or can be obtained from the SEC by calling 1-800-SEC-0330 or on its website at www.sec.gov.
View original content:http://www.prnewswire.com/news-releases/bp-capital-markets-america-inc-commences-any-and-all-exchange-offers-of-up-to-twenty-three-series-of-usd-notes-issued-by-bp-capital-markets-plc-300750233.html
SOURCE BP p.l.c.

Article Date
11/14/2018
Close
11/16/2017 - Newpark Appoints New Member To Its Board Of Directors
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Newpark Appoints New Member To Its Board Of Directors
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
THE WOODLANDS, Texas, Nov. 16, 2017 /PRNewswire/ -- Newpark Resources, Inc. (NYSE: NR) today announced that John C. Mingé has been appointed as a new member to its board of directors, effective December 1, 2017.
Mr. Mingé is the Chairman and President of BP America, Inc., a subsidiary of BP plc (NYSE: BP), comprised of BP business units involved in exploration and production, refining, chemicals, supply and trading, pipeline operations, shipping, and alternative energy.  During his 34-year career with BP, Mr. Mingé has held a variety of executive and engineering posts around the globe, including assignments as head of BP's Asia Pacific Unit, President of BP Indonesia, and president of exploration and production for Vietnam and China. Mr. Mingé currently serves as an executive committee and board member of the American Petroleum Institute, as well as board memberships with the National Association of Manufacturers, the U.S. Chamber of Commerce, the Rice/Kinder Institute for Urban Research and the Washington State University Foundation. He also is a member of the board of trustees for Ford's Theater, serves on the executive committee for the Greater Houston Partnership, and is on the University of Houston's Energy Advisory Board. He holds a Bachelor of Science degree in mechanical engineering from Washington State University.
Mr. Mingé will also serve as a member of Newpark's Audit Committee, Compensation Committee, and Nominating and Governance Committee.
Commenting on the appointment, David C. Anderson, Chairman of Newpark's Board of Directors, stated, "I am very pleased to welcome John to our Board of Directors and I'm confident that his business experience will strengthen our board and help advance Newpark's strategic priorities.  John exemplifies the values of our Company and we look forward to benefiting from his experiences, perspectives and insights."
Newpark Resources, Inc. is a worldwide provider of value-added drilling fluids systems and composite matting systems used in oilfield and other commercial markets.  For more information, visit our website at www.newpark.com.
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act that are based on management's current expectations, estimates and projections. All statements that address expectations or projections about the future, including Newpark's strategy for growth, product development, market position, expected expenditures and future financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like "expects," "anticipates," "plans," "intends," "projects," "indicates," and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents filed with the Securities and Exchange Commission by Newpark, particularly its Annual Report on Form 10-K for the year ended December 31, 2016, as well as others, could cause results to differ materially from those expressed in, or implied by, these statements. These risk factors include, but are not limited to, risks related to the worldwide oil and natural gas industry, our customer concentration and reliance on the U.S. exploration and production market, risks related to our international operations, the cost and continued availability of borrowed funds including noncompliance with debt covenants, operating hazards present in the oil and natural gas industry, our ability to execute our business strategy and make successful business acquisitions and capital investments, the availability of raw materials and skilled personnel, our market competition, compliance with legal and regulatory matters, including environmental regulations, the availability of insurance and the risks and limitations of our insurance coverage, potential impairments of long-lived intangible assets, technological developments in our industry, risks related to severe weather, particularly in the U.S. Gulf Coast, cybersecurity breaches or business system disruptions and risks related to the fluctuations in the market value of our common stock.  Newpark's filings with the Securities and Exchange Commission can be obtained at no charge at www.sec.gov, as well as through our website at www.newpark.com.
Contacts:	Gregg Piontek
	Vice President, Chief Financial Officer
	Newpark Resources, Inc.
	gpiontek@newpark.com
	281-362-6800
 
View original content:http://www.prnewswire.com/news-releases/newpark-appoints-new-member-to-its-board-of-directors-300557889.html
SOURCE Newpark Resources, Inc.

Article Date
11/16/2017
Close
11/15/2016 - BP And GE Launch New Offshore Digital Technology With Plans To Deploy Globally
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BP And GE Launch New Offshore Digital Technology With Plans To Deploy Globally
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
SAN FRANCISCO, Nov. 15, 2016 /PRNewswire/ -- BP (NYSE: BP) and GE (NYSE: GE) today announced the start-up of Plant Operations Advisor (POA), a new digital solution designed to improve the efficiency, reliability and safety of BP's oil and gas production operations. Plant Operations Advisor is already helping BP manage the performance of one of its platforms in the Gulf of Mexico and, subject to a successful pilot, it will be deployed next year to other BP facilities around the world. 
The tool, built on GE's Predix operating system, was created as part of a development partnership the two companies announced in January.
"BP gravitates toward new technologies, especially digital, and that makes working with them particularly exciting," said Lorenzo Simonelli, president and CEO, GE Oil & Gas. "We are taking a big step forward together during this time of digital transformation, deploying what we've co-created over the past year to drive the kind of productivity improvements that the oil and gas industry needs. The global deployment is expected to be the largest-scale deployment of GE's Predixpowered APM technology to date."
Plant Operations Advisor will help prevent unplanned downtime and improve facility reliability by helping engineering teams respond quickly to issues as they occur in real-time. 
"By bringing together some of the best minds at GE and BP, we were able to develop this innovative digital product and are confident that it will have a significant impact on our business," said Ahmed Hashmi, BP's Head of Upstream Technology. "When fully deployed, these advanced digital technologies will change the way we work and improve the integrity and performance of our assets around the globe." 
Using GE's Predix and Asset Performance Management (APM) capabilities, POA rapidly integrates operational data from producing oil and gas facilities to deliver notifications and analytical reports to engineers so they can identify operational performance issues before they become significant.
The system provides simplified access to a variety of live data feeds and includes visualization capabilities including a real-time facility threat display. It also incorporates an extensive case management capability to support learnings from prior operational issues.
GE intends to offer this technology, which combines big data, cloud hosting, and analytics on both individual pieces of equipment as well as the entire production system, as an APM solution that will be available to the industry. 
About BP:                                                                                       
Over the past 10 years, BP has invested more than $90 billion in the U.S. – more than any other energy company. BP is a leading producer of oil and gas and produces enough energy annually to light nearly the entire country for a year. Employing about 14,000 people across the country, BP supports more than 130,000 additional jobs through all of its business activities.
About GE  
GE (NYSE:GE) is the world's Digital Industrial Company, transforming industry with software-defined machines and solutions that are connected, responsive and predictive. GE is organized around a global exchange of knowledge, the "GE Store," through which each business shares and accesses the same technology, markets, structure and intellect. Each invention further fuels innovation and application across our industrial sectors. With people, services, technology and scale, GE delivers better outcomes for customers by speaking the language of industry. www.ge.com
About GE Oil & Gas
GE Oil & Gas is inventing the next industrial era in the oil and gas sector. In our labs and factories, and in the field, we constantly push the boundaries of technology to solve today's toughest operational & commercial challenges. We have the skills, knowledge and technical expertise to bring together the physical and digital worlds to fuel the future. Follow GE Oil & Gas on Twitter @GE_OilandGas or visit us at www.geoilandgas.com 
 
SOURCE GE Oil & Gas

Article Date
11/15/2016
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2/2/2016 - Oceaneering Announces Early Vessel Termination with BP in Angola
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Oceaneering Announces Early Vessel Termination with BP in Angola
Source: PR Newswire
HOUSTON, Feb. 2, 2016 /PRNewswire/ -- Oceaneering International, Inc. ("Oceaneering" or the "Company") (NYSE:OII) announced today that a unit of BP p.l.c. ("BP") (NYSE:BP) has exercised its right, under the Field Support Vessel Services contract that was entered into with the Company for work offshore Angola, to terminate its use of the chartered vessel Bourbon Oceanteam 101 at the end of May 2016. Prior to this notice, the work was scheduled to extend through the end of January 2017.
Under the terms of the contract, the costs incurred by Oceaneering associated with the early release and demobilization of the vessel are expected to be reimbursed by BP. Following the release of the vessel, Oceaneering intends to redeliver it to the vessel owner. 
Project management, engineering, and vessel services work associated with the provision for a second chartered vessel, Ocean Intervention III, is expected to continue as previously contracted with BP offshore Angola through January 2017.
Statements in this press release that express a belief, expectation or intention, as well as those that are not historical fact, are forward looking.  The forward-looking statements in this press release include the statements concerning the expectation that the costs incurred by Oceaneering associated with the early release and demobilization of the vessel will be reimbursed by BP, Oceaneering's intention to redeliver the vessel to the vessel owner, and the expectation that the work associated with the Ocean Intervention III will continue through January 2017.  These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on current information and expectations of Oceaneering that involve a number of risks, uncertainties, and assumptions, including risks and uncertainties related to counter party performance under contracts.  Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual outcomes could vary materially from those indicated.  These and other risks are more fully described in Oceaneering's latest annual report on Form 10-K and its other periodic filings with the Securities and Exchange Commission. 
Oceaneering is a global provider of engineered services and products, primarily to the offshore oil and gas industry, with a focus on deepwater applications. Through the use of its applied technology expertise, Oceaneering also serves the defense, entertainment, and aerospace industries. Oceaneering is publicly traded on the New York Stock Exchange under the symbol "OII."  
For more information on the Company, please visit Oceaneering's website at www.oceaneering.com.
Contact:
Suzanne Spera
Director, Investor Relations
Oceaneering International, Inc.
713-329-4707
investorrelations@oceaneering.com
 
SOURCE Oceaneering International, Inc.

Article Date
2/2/2016
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