BP Midstream Partners Holdings LLC made a non-binding offer to acquire remaining 45.6% stake in BP Midstream Partners LP (NYSE:BPMP) from a group of shareholders for approximately $690 million on August 4, 2021. BP Midstream Partners Holdings LLC entered into a definitive agreement to acquire remaining 45.6% stake in BP Midstream Partners LP from a group of shareholders on December 19, 2021. As reported, BP Midstream Partners Holdings LLC made an offer to acquire all of the outstanding common units of in BP Midstream Partners LP held by the public in exchange for newly-issued American Depositary Receipts of BP p.l.c. (LSE:BP.), indirect parent of BP Midstream Partners Holdings LLC at a to be determined fixed exchange ratio at a value of $13.01 per BPMP common unit. As part of the agreement, BP Midstream Partners will acquire 47.84 million common units, in an all-stock transaction whereby each unitholder of the Public Common Units would receive 0.575 of an American Depositary Share of BP p.l.c. in exchange for each Public Common Unit owned. The Board of Directors of BP Midstream Partners GP LLC, which is the General Partner of BPMP will appoint a conflicts committee to review, evaluate and negotiate the proposal. In case of a valid termination of merger agreement by BP, BPMP will promptly pay BP's designee all of the reasonably documented out-of-pocket expenses incurred by BP and its affiliates in connection with the agreement and the transactions contemplated thereby up to a maximum of $5.0 million. In case of a valid termination of merger agreement by BPMP, BP will promptly pay BPMP's designee all of the reasonably documented out-of-pocket expenses incurred by BPMP and its affiliates in connection with the agreement and the transactions contemplated thereby up to a maximum of $5.0 million, in each case, subject to certain limited restrictions.

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.