DEFM14A

DEFM14A 1 d205476ddefm14a.htm DEFM14A DEFM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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☐		Preliminary Proxy Statement

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☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

BP Midstream Partners LP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

On December 19, 2021, BP p.l.c., a public limited company incorporated under the laws of England and Wales (“BP”), BP Midstream Partners Holdings LLC, a Delaware limited liability company and indirect wholly owned subsidiary of BP (“Holdings”), BP Midstream RTMS LLC, a Delaware limited liability company and wholly owned subsidiary of Holdings (“Merger Sub”), BP Midstream Partners LP, a Delaware limited partnership (“BPMP”), and BP Midstream Partners GP LLC, a Delaware limited liability company and the general partner of BPMP (the “General Partner”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into BPMP, with BPMP surviving as an indirect wholly owned subsidiary of BP (the “Merger”).

Pursuant to the Merger Agreement, each outstanding common unit representing limited partner interests in BPMP (“BPMP Common Units”) immediately prior to the effective time of the Merger, other than BPMP Common Units held directly or indirectly by BP and its subsidiaries (all such BPMP Common Units held by persons other than BP or its subsidiaries, the “BPMP Public Common Units,” and the holders of such units, the “BPMP Public Unitholders”), will be converted into, and will thereafter represent only, the right to receive 0.575 (the “Exchange Ratio”) of one American depositary share of BP, each representing a beneficial interest in six ordinary shares of BP, par value $0.25 per share (“BP ADSs,” and the BP ADSs to be issued in the Merger, the “Merger Consideration”) and following such conversion, such BPMP Public Common Units will automatically be cancelled and cease to exist (“Cancelled” or the “Cancellation”). Immediately following the consummation of the Merger, the interests in BPMP owned by BP and its subsidiaries will remain outstanding as limited partner interests in the surviving entity, and the General Partner will continue to own the non-economic general partner interest and Incentive Distribution Rights in the surviving entity.

On December 19, 2021, the board of directors of BP (the “BP Board”), through its authorized delegates, determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the issuance of the Merger Consideration, are advisable, fair and reasonable to and most likely to promote the success of BP for the benefits of its stockholders as a whole, approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger and the issuance of Merger Consideration in the Merger, and authorized and empowered BP to enter into the Merger Agreement and to consummate the transactions contemplated thereby (including the Merger) on the terms and subject to the conditions set forth in the Merger Agreement.

On December 19, 2021, the conflicts committee (the “BPMP Conflicts Committee”) of the board of directors of the General Partner (the “GP Board”), by unanimous vote, in good faith, (i) determined that the Transaction Documents and the transactions contemplated thereby, including the Merger, are not opposed to the interest of BPMP or the BPMP Public Unitholders, (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger (the foregoing constituting “Special Approval” as defined in the Partnership Agreement), (iii) approved, on behalf of the GP Board, the Transaction Documents, the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, including the Merger, and (iv) directed, on behalf of the GP Board, that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the holders of BPMP Common Units pursuant to the Partnership Agreement and authorized the holders of the BPMP Common Units to act by written consent pursuant to the Partnership Agreement.

Pursuant to the Partnership Agreement, the approval of the Merger Agreement and the Merger by BPMP requires the affirmative vote or consent of the holders of a majority of the outstanding BPMP Common Units (the “Required Limited Partner Written Consent”). BPMP has entered into a Support Agreement, dated as of December 19, 2021 (the “Support Agreement”), with Holdings, pursuant to which Holdings has irrevocably and unconditionally agreed to deliver a written consent covering all of the BPMP Common Units beneficially owned by it in favor of the Merger, the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and any other matter necessary or desirable for the consummation of the transactions contemplated by the Merger Agreement (the “Support Written Consent”), within two business days following the effectiveness of the registration statement of which this consent statement/prospectus forms a part. As of February 25, 2022, Holdings beneficially owned 56,956,712 BPMP Common Units, which represents approximately 54.4% of the outstanding BPMP Common Units. Accordingly, the delivery of the Support Written Consent by Holdings will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of holders of the BPMP Common Units (the “BPMP Unitholders”), without the vote or consent of any of the BPMP Public Unitholders.

The GP Board has set February 25, 2022 as the record date (the “Record Date”) for determining the BPMP Unitholders entitled to execute and deliver written consents with respect to the Merger. If you were a record holder of outstanding BPMP Common Units as of the close of business on the Record Date, you may complete, date and sign the enclosed written consent and promptly return it to BPMP. See the section titled “Written Consents of BPMP Unitholders” beginning on page 22 of this consent statement/prospectus.

This consent statement/prospectus provides you with detailed information about the proposed Merger and related matters. BP and BPMP both encourage you to read the entire document carefully. In particular, please read “Risk Factors“ beginning on page 14 of this consent statement/prospectus for a discussion of risks relevant to the Merger, the tax consequences of the Merger and owning the BP ADSs received in the Merger, an investment in BP ADSs and BP’s business following the Merger.

BP ADSs are listed on the New York Stock Exchange (“NYSE”) under the symbol “BP” and BPMP Common Units are listed on the NYSE under the symbol “BPMP”.

On behalf of the GP Board,

J. Douglas Sparkman

Chairman of the Board of Directors

BP Midstream Partners GP LLC

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR DETERMINED THAT THIS CONSENT STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This consent statement/prospectus is dated March 4, 2022 and is first being mailed to BPMP Unitholders on or about March 7, 2022.

IMPORTANT NOTE ABOUT THIS CONSENT STATEMENT/PROSPECTUS

This consent statement/prospectus incorporates by reference important business and financial information about BP and BPMP and their respective subsidiaries from documents filed with the Securities and Exchange Commission (“SEC”) that have not been included in or delivered with this consent statement/prospectus. This information is available without charge at the SEC’s website at www.sec.gov, as well as from other sources. See “Where You Can Find More Information” beginning on page 119 of this consent statement/prospectus.

BPMP Unitholders may also request copies of these publicly filed documents from BPMP without charge by requesting them in writing or by telephone at the following address and telephone number: 501 Westlake Park Boulevard, Houston, Texas 77079, Attention: Secretary and +1 (281) 366-2000.

If you request any documents, BPMP will mail them to you by first class mail or another equally prompt means, after receipt of your request. To obtain timely delivery of these documents prior to the conclusion of the written consent process, BPMP Unitholders must request the information no later than March 28, 2022.

Except as otherwise specifically noted, or the context otherwise requires, as used in this consent statement/prospectus:

•

“BP” refers to BP p.l.c., a public limited company incorporated under the laws of England and Wales;

•

“BP ADS” refers to an American depositary share of BP representing a beneficial interest in six BP Ordinary Shares;

•

“BP Board” refers to the board of directors of BP;

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“BP Ordinary Shares” refers to the ordinary shares, par value $0.25 per share, of BP;

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“BP Parties” refers to BP and its subsidiaries (other than BPMP and its subsidiaries), including Holdings and the General Partner;

•

“BP Shareholder” refers to a holder of BP Shares.

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“BP Shares” refers to the BP Ordinary Shares and the BP ADSs;

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“BPMP” refers to BP Midstream Partners LP, a Delaware limited partnership;

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“BPMP Common Units” refers to the common units representing limited partner interests in BPMP;

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“BPMP Conflicts Committee” refers to the conflicts committee of the GP Board;

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“BPMP Public Common Units” refers to all of the BPMP Common Units other than those held by BP or its subsidiaries;

•

“BPMP Public Unitholders” refers to the holders of the BPMP Public Common Units;

•

“BPMP Unitholder” refers to a holder of BPMP Common Units;

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“Effective Time” refers to such time as the certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by BPMP and BP in writing and specified in the certificate of merger;

•

“Exchange Ratio” refers to 0.575 BP ADSs per BPMP Public Common Unit;

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“General Partner” refers to BP Midstream Partners GP LLC, a Delaware limited liability company and the general partner of BPMP;

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“GP Board” refers to the board of directors of the General Partner;

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“Holdings” refers to BP Midstream Partners Holdings LLC, a Delaware limited liability company and indirect wholly owned subsidiary of BP;

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“Incentive Distribution Right” means the limited partner interest in BPMP having the rights and obligations specified with respect to the Incentive Distribution Rights in the Partnership Agreement;

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“Merger Agreement” refers to the Agreement and Plan of Merger entered into on December 19, 2021, by and among BP, Holdings, Merger Sub, the General Partner and BPMP, as it may be amended or modified from time to time, a copy of which is attached as Annex A to this consent statement/prospectus;

•

“Merger Consideration” refers to the BP ADSs to be issued to BPMP Public Unitholders pursuant to the Merger Agreement;

•

“Merger Sub” refers to BP Midstream RTMS LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings;

•

“Partnership Agreement” refers to the Amended and Restated Agreement of Limited Partnership of BPMP, dated as of October 30, 2017;

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“Pipelines” refers to BP Pipelines (North America) Inc., a Maine corporation and indirect wholly owned subsidiary of BP;

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“Record Date” refers to February 25, 2022, the record date for determining the BPMP Unitholders entitled to execute and deliver written consents with respect to the Merger;

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“Required Limited Partner Written Consent” refers to the affirmative vote or consent of the holders of a majority of the outstanding BPMP Common Units;

•

“Support Agreement” refers to the Support Agreement, dated as of December 19, 2021, by and among BPMP and Holdings, a copy of which is attached as Annex B to this consent statement/prospectus;

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“Support Written Consent” refers to the written consent approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger, to be delivered by Holdings pursuant to the Support Agreement; and

•

“Transaction Documents” refers to the Merger Agreement and the Support Agreement, including all exhibits, annexes and schedules thereto.

The sections entitled “Questions and Answers” and “Summary” below highlight selected information from this consent statement/prospectus, but they do not include all of the information that may be important to you. To better understand the Merger Agreement and the Merger, and for a more complete description of its legal terms, you should carefully read this entire consent statement/prospectus, including the section entitled “Risk Factors” beginning on page 14 and the Merger Agreement, a copy of which is attached at Annex A hereto, as well as the documents that are incorporated by reference into this consent statement/prospectus. See “Where You Can Find More Information” beginning on page 119 of this consent statement/prospectus.

You should rely only on the information contained in, or incorporated by reference into, this consent statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this consent statement/prospectus. This consent statement/prospectus is dated March 4, 2022. You should not assume that the information contained in or incorporated by reference into this consent statement/prospectus is accurate as of any date other than, in the case of this consent statement/prospectus, its date and, in the case of information incorporated by reference, the respective dates of such referenced documents. Neither the mailing of this consent statement/prospectus to BPMP Unitholders nor the issuance by BP of BP ADSs in connection with the Merger will create any implication to the contrary.

TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS		1
SUMMARY		5
Information about the Companies		5
The Merger		6
Merger Consideration		6
BPMP Common Units Entitled To Consent and Consent Required		6
BP’s Ownership Interest In and Control of BPMP		6
Approval of the BPMP Conflicts Committee		7
Opinion of the BPMP Conflicts Committee Financial Advisor		7
Interests of Certain Persons in the Merger		7
The Merger Agreement		8
The Support Agreement		8
Termination of the Merger Agreement		8
Effect of Termination		9
No Appraisal Rights		9
Regulatory Matters		9
Listing of the BP ADSs to be Issued in the Merger		10
Post-Closing Status of BPMP		10
Accounting Treatment		10
Comparison of Rights of BP Shareholders and BPMP Unitholders		10
Material U.S. Federal Income Tax Consequences		10
Summary of Risk Factors		11
COMPARATIVE MARKET PRICES AND CASH DIVIDEND/DISTRIBUTION INFORMATION		13
Dividend and Share Data—BP		13
Distribution and Unit Data—BPMP		13
RISK FACTORS		14
Risks Related to the Merger		14
Tax Risks Related to the Merger and the Ownership of BP ADSs Received in the Merger		17
Risks Inherent in an Investment in BP		18
Risks Relating to BP’s Business		18
Risks Relating to BPMP’s Business		19
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		19
INFORMATION ABOUT THE COMPANIES		21
BP p.l.c.		21
BP Midstream Partners LP and BP Midstream Partners GP LLC		21
BP Midstream RTMS LLC		21
WRITTEN CONSENTS OF BPMP UNITHOLDERS		22
BPMP Common Units Entitled to Consent and Consent Required		22
Submission of Consents		22
Revocation of Consents		22
Expenses		22
THE MERGER		23
General		23
BP’s Ownership Interest in and Control of BPMP		23
Background of the Merger		24
Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties		33
Approval of the BPMP Conflicts Committee		34
Unaudited Financial Projections of BPMP		38
Opinion of the BPMP Conflicts Committee Financial Advisor		42


Approval by the BP Board and its Reasons for the Merger		51
Interests of Certain Persons in the Merger		53
No Appraisal Rights		56
Regulatory Matters		56
Listing of the BP ADSs to be Issued in the Merger; Delisting and Deregistration of the BPMP Common Units		56
Post-Closing Status of BPMP		57
Accounting Treatment		57
Litigation Relating to the Merger		57
THE MERGER AGREEMENT		57
The Merger; Effective Time; Closing		58
Conditions to Completion of the Merger		59
Required Limited Partner Written Consent		65
Agreement to Take Further Action and to Use Reasonable Best Efforts		66
BPMP Conflicts Committee		66
Access to Information		66
Indemnification and Insurance		66
Certain Tax Matters		67
Withholding		67
Adjustments to Prevent Dilution		67
Stock Exchange Listing, Delisting and Deregistration		68
Section 16 Matters		68
Other Covenants and Agreements		68
Termination of the Merger Agreement		68
Effect of Termination; Termination Expenses		69
Amendment and Supplement; Waiver		69
Assignment		70
Specific Performance		70
Governing Law		70
THE SUPPORT AGREEMENT		70
COMPARISON OF RIGHTS OF BP SHAREHOLDERS AND BPMP UNITHOLDERS		71
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		111
Tax Consequences of the Merger to U.S. Holders of BPMP Common Units		112
Tax Consequences to U.S. Holders of Owning and Disposing of BP ADSs Received in the Merger		114
MATERIAL UK TAX CONSEQUENCES		116
LEGAL MATTERS		118
EXPERTS		119
BP		119
BPMP		119
WHERE YOU CAN FIND MORE INFORMATION		119

Annex A	Merger Agreement	A-1
Annex B	Support Agreement	B-1
Annex C	Opinion of Tudor, Pickering, Holt & Co.	C-1

QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some questions that you, as a BPMP Unitholder, may have regarding the Merger, the Merger Agreement and the execution and delivery of written consents with respect to the Merger. BP and BPMP urge you to carefully read the remainder of this consent statement/prospectus because these questions and answers may not address all questions or provide all information that might be important to you with respect to the Merger, the Merger Agreement and the execution and delivery of written consents with respect to the Merger. Additional important information is also contained in the annexes and the documents incorporated by reference into this consent statement/prospectus. You may obtain the information incorporated by reference into this consent statement/prospectus or additional copies of this document without charge by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 119 of this consent statement/prospectus.

Q:	*Why am I receiving these materials?*

A:	BP and BPMP have agreed that, subject to the approval of the Merger Agreement and the Merger by the BPMP Unitholders and certain other conditions, Merger Sub, a wholly owned indirect subsidiary of BP, will merge with and into BPMP, with BPMP surviving as a wholly owned indirect subsidiary of BP.

The approval of the Merger Agreement and the Merger by BPMP requires the affirmative consent of the holders of a majority of the outstanding BPMP Common Units. If you are a record holder of outstanding BPMP Common Units as of the Record Date, you may complete, date and sign the enclosed written consent and promptly return it to BPMP. Pursuant to the terms of the Support Agreement, Holdings has irrevocably and unconditionally agreed to deliver the Support Written Consent within two business days following the effectiveness of the registration statement of which this consent statement/prospectus forms a part. As of February 25, 2022, Holdings beneficially owned 56,956,712 BPMP Common Units, which represent approximately 54.4% of the outstanding BPMP Common Units. Accordingly, the delivery of the Support Written Consent by Holdings will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the BPMP Unitholders, without the vote or consent of any of the BPMP Public Unitholders.

This document constitutes both a prospectus of BP and a consent statement of BPMP. This document is a prospectus because BP, in connection with the Merger, is offering BP ADSs in exchange for the BPMP Public Common Units outstanding immediately prior to the Effective Time. This document is a consent statement because BPMP Unitholders are being afforded the opportunity to sign a written consent approving the Merger using this document.

Q:	*What will happen to BPMP as a result of the Merger?*

If the Merger is successfully completed, Merger Sub will be merged with and into BPMP, with BPMP surviving as a wholly owned indirect subsidiary of BP. Following the Closing, BP plans to cause the reorganization of BPMP into a limited liability company with BPMP continuing to be taxed as a partnership, with Holdings and Amoco Pipeline Holding Company, a Delaware corporation and indirect wholly owned subsidiary of BP (“Amoco”), serving as its only members.

Q:	*When will the Merger be completed?*

BP and BPMP are working to complete the Merger as soon as possible. A number of conditions must be satisfied or waived before BP and BPMP can complete the Merger. See the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 59. Assuming timely satisfaction or waiver of the closing conditions, the Merger is targeted to close in the second quarter of 2022.

Q:	*What will BPMP Public Unitholders be entitled to receive in the Merger?*

A:	Each BPMP Public Unitholder as of the Effective Time will be entitled to receive 0.575 BP ADSs in exchange for each BPMP Common Unit held by such BPMP Public Unitholder at the Effective Time.

No fractional BP ADSs will be issued in the Merger. Instead of receiving any fractions of a BP ADS, all fractions of BP ADSs to which a BPMP Public Unitholder would otherwise have been entitled shall be aggregated and the resulting fraction will be rounded up to the nearest whole BP ADS. If a BPMP Public Unitholder holds BPMP Public Common Units in “street name”, the impact of such rounding on the number of BP ADSs received will be in accordance with the policies and procedures of such BPMP Public Unitholder’s bank, broker or other nominee. See the section entitled “The Merger Agreement—The Merger; Effective Time; Closing” beginning on page 58.

Q:	*What percentage of outstanding BP Ordinary Shares will BPMP Public Unitholders own after the successful consummation of the Merger?*

If the Merger is successfully completed, based on the number of BP Ordinary Shares and BPMP Common Units outstanding as of February 23, 2022, the BP ADSs (and the underlying BP Ordinary Shares) that the BPMP Public Unitholders receive in the Merger will collectively represent approximately 0.80% of the outstanding BP Ordinary Shares following completion of the Merger.

Q:	*Will the BP ADSs acquired in the Merger be entitled to receive dividends?*

After the closing of the Merger (the “Closing”), all BP ADSs issued in exchange for BPMP Public Common Units will entitle the holder to the same dividends (if any) that all other holders of BP ADSs will receive with respect to any dividend record date that occurs after the Effective Time. See the section entitled “Comparative Market Prices and Cash Dividend/Distribution Information” beginning on page 13.

Q:	*Should BPMP Public Unitholders deliver their BPMP Public Common Units now?*

No. After the Merger is completed, any BPMP Public Common Units you hold as of the Effective Time in book entry form will be converted into, and will thereafter represent only, the right to receive the Merger Consideration and following such conversion, will be automatically Cancelled. Because all BPMP Common Units are held in book entry form, no holder will need to deliver certificates to receive the Merger Consideration. If you own BPMP Public Common Units in “street name”, the BP ADSs you will receive in connection with the Merger should be credited to your account in accordance with the policies and procedures of your bank, broker or other nominee within a few days following the closing date of the Merger.

Q:	*Where will BPMP Common Units trade after the Merger?*

A:	BPMP Common Units will no longer be publicly traded following the Merger and will be delisted from the NYSE. BP ADSs will continue to trade on the NYSE under the symbol “BP”.

Q:	*What happens to future distributions with respect to BPMP Public Common Units?*

During the period from December 19, 2021, the date of the Merger Agreement, until consummation of the Merger, if permitted by applicable law, the General Partner will cause BPMP to declare and pay regular quarterly cash distributions to the BPMP Unitholders consistent with past practice. In no event will any regular quarterly cash distribution declared or paid by BPMP to the BPMP Unitholders be less than $0.3475 per BPMP Common Unit. In addition, BP and BPMP will coordinate record dates and payment dates on the BPMP Common Units such that BPMP Unitholders will not receive for any quarter both distributions in respect of BPMP Common Units and dividends in respect of BP ADSs that they receive as Merger

Consideration in exchange therefor. If the Merger is successfully consummated, all outstanding BPMP Public Common Units will be converted into, and will thereafter represent only, the right to receive BP ADSs at the Exchange Ratio, will be automatically Cancelled, and will no longer receive quarterly distributions from BPMP. For a description of the differences between the rights of BP Shareholders and BPMP Unitholders, please read “Comparison of Rights of BP Shareholders and BPMP Unitholders” beginning on page 71.

Q:	*How can BPMP Unitholders return their written consents with respect to the Merger?*

BPMP Unitholders of record at the close of business on the Record Date may consent to the approval of the Merger Agreement and the Merger with respect to their BPMP Common Units by completing, dating and signing the written consent furnished with this consent statement/prospectus and returning it in the post

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SEC Form DEFM14A filed by BP Midstream Partners LP