The agreement follows the offer made by bp in August 2021 to acquire the publicly traded units of BPMP
bp p.l.c. and its affiliates (“bp”) and BP Midstream Partners LP (“BPMP”) today announced that they have entered into a definitive agreement for a bp U.S. affiliate to acquire all outstanding common units of BPMP not already owned directly or indirectly by bp (the “Public Common Units”), representing 47,837,828 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 in exchange for each Public Common Unit owned. The agreement follows the offer made by bp in August 2021 to acquire the publicly traded units of BPMP.
In line with bp’s strategy introduced last year of becoming an integrated energy company, this transaction will deepen bp’s interests in, and simplifies the ownership and governance structure of, midstream assets that support integration and optimisation of its fuels value chain in the US. This transaction provides the opportunity for BPMP unitholders to participate in this strategy.
The Board of Directors of BP Midstream Partners GP LLC – the general partner of BPMP – (the “BPMP Board”) delegated to a conflicts committee of the BPMP Board, consisting solely of independent directors, the authority to review, evaluate, negotiate and approve the transaction on behalf of BPMP and the public unitholders. The conflicts committee of the BPMP Board, after evaluating the transaction in consultation with its independent legal and financial advisors, unanimously approved the transaction.
The transaction is expected to close in the first quarter of 2022, subject to customary approvals. A subsidiary of bp, as the holder of a majority of the outstanding common units, has committed to vote its units to approve the transaction.
BofA Securities is acting as financial advisor and Baker Botts L.L.P. is acting as legal advisor to bp. Vinson & Elkins LLP is acting as legal advisor to BPMP. Tudor, Pickering, Holt & Co. is acting as financial advisor and Gibson, Dunn & Crutcher LLP is acting as legal advisor to the conflicts committee of the BPMP Board.
Source: Company Press Release