Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 5, 2022, pursuant to the terms of the previously disclosed Agreement
and Plan of Merger (the "Merger Agreement") by and among BP Midstream Partners
LP, a Delaware limited partnership (the "Partnership"), BP Midstream Partners GP
LLC, a Delaware limited liability company and the general partner of the
Partnership (the "General Partner"), 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"), and BP Midstream RTMS LLC, a Delaware limited
liability company and a wholly owned subsidiary of Holdings ("Merger Sub"),
Merger Sub merged with and into the Partnership (the "Surviving Entity," and all
such transactions described herein, the "Merger"). At the effective time of the
Merger (the "Effective Time"), the Partnership became an indirect, wholly-owned
subsidiary of BP.
Pursuant to the terms and conditions of the Merger Agreement, at the Effective
Time, each outstanding common unit representing a limited partner interest in
the Partnership (each, a "Partnership Common Unit"), other than Partnership
Common Units owned by BP and its subsidiaries (each, a "Public Common Unit"),
converted into the right to receive 0.575 American depositary shares of BP, each
representing a beneficial interest in six ordinary shares of BP, par value $0.25
per share (the "BP ADS" and the BP ADSs issued in the Merger, the "Merger
Consideration"). The General Partner continues to own the non-economic general
partner interest and incentive distribution rights in the Partnership, and the
General Partner continues as the sole general partner of the Surviving Entity.
Pursuant to the Merger Agreement, BP issued approximately 27,517,610 BP ADSs to
the holders of Partnership Common Units as Merger Consideration, as described
above.
The Merger Agreement is filed as Exhibit 2.1 to the Partnership's Current Report
on Form 8-K filed with the Securities and Exchange Commission ("SEC") on
December 20, 2021, which agreement is incorporated herein by reference. The
foregoing summary of the Merger Agreement has been included to provide investors
and security holders with information regarding the terms of the Merger
Agreement and is qualified in its entirety by the terms and conditions of the
Merger Agreement. It is not intended to provide any other factual information
about the Partnership, BP or their respective subsidiaries and affiliates.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under Item 2.01 is incorporated into this Item 3.01 by
reference.
In connection with the closing of the Merger, the Partnership notified the New
York Stock Exchange ("NYSE") that (i) the Merger had been consummated and (ii)
requested that NYSE (x) suspend trading of the Partnership Common Units prior to
market open on April 5, 2022, (y) withdraw the Partnership Common Units from
listing on NYSE and (z) file with the SEC a Form 25 notification of Removal from
Listing and/or Registration to delist and deregister the Partnership Common
Units under Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Partnership intends to file a certification on Form 15
under the Exchange Act with the SEC requesting the deregistration of the
Partnership Common Units under Section 12(g) of the Exchange Act and the
suspension of the Partnership's reporting obligations under Sections 13 and
15(d) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 2.01 and Item 3.01 above and Item 5.02
below is incorporated into this Item 3.03 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The information set forth in Item 2.01 above is incorporated into this Item 5.02
by reference.
In connection with the consummation of the Merger, as of the Effective Time, J.
Douglas Sparkman, Robert P. Zinsmeister, Jack T. Collins, Clive Christison,
Starlee Sykes, Robert Malone, Michele F. Joy and Walter Clements stepped down
from their respective roles as members of the Board of Directors of the General
Partner (the "GP Board"). The decision of each of J. Douglas Sparkman, Robert P.
Zinsmeister, Jack T. Collins, Clive Christison, Starlee Sykes, Robert Malone,
Michele F. Joy and Walter Clements to step down as a member of the GP Board was
not the result of any disagreement with the General Partner or the Partnership
on any matter relating to the operations, policies or practices of the General
Partner or the Partnership.
In connection with the consummation of the Merger, as of the Effective Time,
Robert P. Zinsmeister shall cease to serve as Chief Executive Officer, Jack T.
Collins shall cease to serve as Chief Financial Officer, David Kurt shall cease
to serve as the Chief Operating Officer, Derek Rush shall cease to serve as the
Chief Development Officer and Hans Boas shall cease to serve as the Chief Legal
Officer and Secretary of the General Partner. The GP Board is appreciative of
the service of the foregoing
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individuals to the General Partner and the Partnership, and their departure is
not the result of any disagreement on any matter, including in relation to the
General Partner or the Partnership.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously announced, the completion of the Merger was subject to, among
other things, approval of the Merger Agreement and the transactions contemplated
thereby, including the Merger, by the affirmative consent of the holders of a
majority of the outstanding Partnership Common Units.
On March 8, 2022, BP Midstream Partners Holdings LLC, a Delaware limited
liability company and indirect wholly owned subsidiary of BP, which as of the
record date held 56,956,712 Partnership Common Units, delivered a written
consent approving the Merger Agreement and the transactions contemplated
thereby, including the Merger (the "BP Written Consent"). The delivery of the BP
Written Consent was sufficient to approve the Merger Agreement and the
transactions contemplated thereby, including the Merger, without the receipt of
written consent from any other holder of Partnership Common Units.
The deadline for the consent solicitation expired at 11:59 p.m. (Eastern Time),
on April 4, 2022. A summary of the results for the proposal is set forth below.
(1) Approval of the Merger Agreement and the transactions contemplated thereby,
including the Merger.
Consents For Consents Withheld Abstentions
68,544,542 498,465 134,054
Item 7.01 Regulation FD Disclosure.
The Partnership and BP issued a joint press release on April 5, 2022 announcing,
among other things, the closing of the Merger. A copy of the press release is
attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated into this Item 7.01 by reference.
The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall
not be deemed "filed" for purposes of Section 18 of the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
2.1* Agreement and Plan of Merger, dated as of December 19, 2021, by and among
BP p.l.c., BP Midstream Partners Holdings LLC, BP Midstream RTMS LLC, BP
Midstream Partners LP and BP Midstream Partners GP LLC (filed as Exhibit
2.1 to the Registrant's Current Report on Form 8-K (Date of Event: December
19, 2021) filed December 20, 2021 and incorporated herein by reference).
99.1 Press Release dated April 5 , 2022.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
* The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K
and will be provided to the Securities and Exchange Commission upon request.
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