BP Midstream Partners Holdings LLC made a non-binding offer to acquire remaining 45.6% stake in BP Midstream Partners LP for approximately $690 million.
The proposed transaction is subject to a number of contingencies, including the approval of the holders of a majority of the outstanding BPMP Common Units, the approval of the conflicts committee of the Board of Directors of BP Midstream Partners GP LLC, the General Partner of BP Midstream Partners LP, the effectiveness of the BP Registration Statement, approval for listing of the BP ADSs to be issued as Merger Consideration on the New York Stock Exchange and the underlying BP ordinary shares on the London Stock Exchange, negotiation and execution of definitive agreements, requisite approvals and the satisfaction of any conditions to the consummation of a transaction set forth in any definitive agreement concerning the transaction. If the transaction contemplated by the proposal is consummated, the BPMP common units are expected to be delisted from The New York Stock Exchange. The Conflicts Committee of the board of directors of the General Partner, BP Midstream Partners GP LLC has approved the transaction by unanimous vote. The Board of Directors of BP p.l.c. has also approved the agreement. Simultaneously with the execution of the merger agreement, BPMP and BP Midstream Partners Holdings entered into the support agreement, pursuant to which, BP Midstream Partners 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 transaction is expected to close in the first quarter of 2022. As of February 28, 2022, the transaction is expected to close in the second quarter of 2022.
BofA Securities acted as financial advisor and Joshua Davidson, Nigel Stacey, Sian Williams, Michael Bresson, Derek Green, Chuck Campbell and Graham Brough of Baker Botts L.L.P. acted as legal advisor to BP p.l.c. Sarah Morgan, David Alessandro, Ryan Carney, Matthew Dobbins and David Oelman of Vinson & Elkins LLP acted as legal advisor to BPMP. Tudor, Pickering, Holt & Co. acted as the sole financial advisor and fairness opinion provider and Hillary H. Holmes and Tull Florey of Gibson, Dunn & Crutcher LLP acted as legal advisors to the conflicts committee of the BPMP. For its services in connection with the merger, Tudor, Pickering, Holt & Co. will receive an aggregate fee of $2.75 million, of which a portion was payable in connection with its engagement, a portion was payable upon the delivery of its's opinion and $1.0 million is contingent upon the consummation of the merger. JPMorgan Chase Bank N.A. is the transfer agent to BPMP.