Item 1.01 Entry into a Material Definitive Agreement.
On
Under the terms of the Merger Agreement, at the effective time of the Merger,
(i) each outstanding common unit representing limited partner interests in the
Partnership (each, a "Partnership Common Unit") other than Partnership Common
Units owned by BP and its subsidiaries (each, a "Public Common Unit") will be
converted into the right to receive 0.575
Concurrently with the execution of the Merger Agreement, Holdings, as the record and beneficial owner of 56,956,712 Partnership Common Units (the "Covered Units") as of the date thereof, entered into a Support Agreement with the Partnership (the "Support Agreement" and, together with the Merger Agreement, the "Transaction Documents") pursuant to which Holdings has agreed to deliver (or cause to be delivered) a written consent with respect to the Partnership Common Units it beneficially owns approving the Merger Agreement and the transactions contemplated thereby, including the Merger (the "Holdings Written Consent").
The Conflicts Committee (the "Conflicts Committee") of the board of directors of
the General Partner (the "GP Board") has (a) determined that the Transaction
Documents and the transactions contemplated thereby, including the Merger, are
not opposed to the interest of the Partnership or the holders of the Public
Common Units (the "Unaffiliated Partnership Unitholders"), (b) approved the
Transaction Documents and the transactions contemplated thereby, including the
Merger (the foregoing constituting "Special Approval" as defined in the Amended
and Restated Agreement of Limited Partnership of the Partnership dated
The Unaffiliated Partnership Unitholders will receive a Consent
Statement/Prospectus following the effectiveness of a registration statement on
Form F-4 relating to the Merger Consideration (the "
The Merger Agreement contains customary representations and warranties from the parties, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of business during the interim period between the execution of the Merger Agreement and the effective time of the Merger and (ii) the obligation to use reasonable best efforts to cause the Merger to be consummated.
Completion of the Merger is subject to certain customary conditions, including,
among others: (i) approval of the Merger Agreement and the transactions
contemplated thereby, including the Merger, by holders of a majority of the
outstanding Partnership Common Units, which Holdings has agreed to deliver
pursuant to the Support Agreement? (ii) there being no law or injunction
prohibiting consummation of the transactions contemplated under the Merger
Agreement? (iii) the effectiveness of the
The Merger Agreement provides for certain termination rights for both BP and the
Partnership, including in the event that (i) the parties agree by mutual written
consent to terminate the Merger Agreement, (ii) the Merger is not consummated by
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Agreement is in effect and has become final and non-appealable, or (iv) the
other party is in material breach of the Merger Agreement. The Merger Agreement
provides that upon termination of the Merger Agreement under certain
circumstances, (i) the Partnership will be obligated to reimburse BP for its
expenses and (ii) BP will be obligated to reimburse the Partnership for its
expenses, in each case, in an amount not to exceed
The foregoing description of the Merger Agreement, the Merger and the Support Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement and the Support Agreement, copies of which are filed as Exhibit 2.1 and Exhibit 10.1 to this Current Report on Form 8-K.
The foregoing summary of the Merger Agreement has been included to provide investors and securityholders 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 . . .
Item 7.01 Regulation FD Disclosure
BP and the Partnership issued a joint press release on
Item 8.01 Other Events
To the extent required, the information furnished in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Cautionary Statement
The reports, filings, and other public announcements of each of bp and BPMP may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are "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. Each of bp and BPMP make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.
This press release contains certain forecasts, projections and other
forward-looking statements - that is, statements related to future, not past,
events and circumstances which may relate to one or more of the closing,
expected timing, and benefits of the proposed acquisition by a bp
bp's most recent Annual Report and Form 20-F is available on its website at
www.bp.com and BPMP's most recent annual report on Form 10-K is available on its
website at https://www.bp.com/en/global/bp-midstream-partners, or either can be
obtained from the
No Offer or Solicitation
This report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
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Securities Act of 1933, as amended. The BPMP Conflicts Committee is making no recommendation with respect to any solicitation of consents from BPMP unitholders in connection with the proposed transaction.
Additional Information and Where to Find It
In connection with the proposed transaction, BP will file with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Number Description Agreement and Plan of Merger, dated December 19, 2021, by and among BP p.l.c.,BP Midstream RTMS LLC ,BP Midstream Partners Holdings LLC , BP 2.1 Midstream Partners GP LLC andBP Midstream Partners LP Support Agreement, dated December 19, 2021, by and betweenBP Midstream 10.1 Partners Holdings LLC andBP Midstream Partners LP 99.1 Press Release dated December 20 , 2021 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 104 (included as Exhibit 101).
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