0001628280-19-007066.txt : 20190521 0001628280-19-007066.hdr.sgml : 20190521 20190521091040 ACCESSION NUMBER: 0001628280-19-007066 CONFORMED SUBMISSION TYPE: 6-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190331 FILED AS OF DATE: 20190521 DATE AS OF CHANGE: 20190521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BP PLC CENTRAL INDEX KEY: 0000313807 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06262 FILM NUMBER: 19841054 BUSINESS ADDRESS: STREET 1: 1 ST JAMES'S SQUARE CITY: LONDON STATE: X0 ZIP: SW1Y 4PD BUSINESS PHONE: 442074962107 MAIL ADDRESS: STREET 1: 1 ST JAMES'S SQUARE CITY: LONDON STATE: X0 ZIP: SW1Y 4PD FORMER COMPANY: FORMER CONFORMED NAME: BP AMOCO PLC DATE OF NAME CHANGE: 19990104 FORMER COMPANY: FORMER CONFORMED NAME: BRITISH PETROLEUM CO PLC DATE OF NAME CHANGE: 19970226 6-K/A 1 a31032019capitalizationand.htm 6-K/A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

for the period ended 31 March 2019
Commission File Number 1-06262

BP p.l.c.
(Translation of registrant’s name into English)

1 ST JAMES’S SQUARE, LONDON, SW1Y 4PD, ENGLAND
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
 
 
 
 
Form 20-F x  Form 40-F ¨
 
 
 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NOS. 333-226485, 333-226485-01 AND 333-226485-02) OF BP p.l.c., BP CAPITAL MARKETS p.l.c. AND BP CAPITAL MARKETS AMERICA INC.; THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-67206) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-79399) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-103924) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-123482) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-123483) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-131583) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-131584) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-132619) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-146868) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-146870) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-146873) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-173136) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-177423) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-179406) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-186462) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-186463) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-199015) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-200794) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-200795) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-207188) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-207189) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-210316) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-210318) OF BP p.l.c., AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.





The following table shows the unaudited consolidated capitalization and indebtedness of the BP group as of 31 March 2019 in accordance with IFRS:
Capitalization and indebtedness
 
 
31 March

$ million
 
2019

Share capital and reserves
 
 
Capital shares (1-2)
 
5,419

Paid-in surplus (3)
 
13,891

Merger reserve (3)
 
27,206

Treasury shares
 
(14,635
)
Cash flow hedge reserve
 
(763
)
Costs of hedging reserve
 
(188
)
Foreign currency translation reserve
 
(7,933
)
Profit and loss account
 
78,202

BP shareholders' equity
 
101,199

 
 
 
Finance debt and lease liabilities (4-6)
 
 
Lease liabilities due within one year
 
2,099

Finance debt due within one year
 
11,480

Lease liabilities due after more than one year
 
8,195

Finance debt due after more than one year
 
54,510

Total finance debt and lease liabilities
 
76,284

Total (7)
 
177,483


1.
Issued share capital as of 31 March 2019 comprised 20,345,694,052 ordinary shares, par value US$0.25 per share, and 12,706,252 preference shares, par value £1 per share. This excludes 1,262,930,568 ordinary shares which have been bought back and are held in treasury by BP. These shares are not taken into consideration in relation to the payment of dividends and voting at shareholders’ meetings.

2.
Capital shares represent the ordinary and preference shares of BP which have been issued and are fully paid.

3.
Paid-in surplus and merger reserve represent additional paid-in capital of BP which cannot normally be returned to shareholders.

4.
Finance debt and lease liabilities recorded in currencies other than US dollars has been translated into US dollars at the relevant exchange rates existing on 31 March 2019.

5.
Finance debt and lease liabilities presented in the table above consists of borrowings and obligations under finance leases. This includes one hundred percent of lease liabilities for joint operations where BP is the only party with the legal obligation to make lease payments to the lessor. Other contractual obligations are not presented in the table above – see BP Annual Report and Form 20-F 2018 – Liquidity and capital resources for further information.

6.
At 31 March 2019, the parent company, BP p.l.c., had issued guarantees totalling $63,307 million relating to finance debt of subsidiaries. Thus 96% of the group’s finance debt had been guaranteed by BP p.l.c.

At 31 March 2019, $152 million of finance debt was secured by the pledging of assets. The remainder of finance debt was unsecured.

7.
At 31 March 2019 the group had issued third-party guarantees under which amounts outstanding, incremental to amounts recognized on the group balance sheet, were $670 million in respect of the borrowings of equity-accounted entities and $366 million in respect of the borrowings of other third parties.

8.
On 8 May 2019, in the ordinary course of business, the group issued bonds totalling $3.0 billion with maturity dates ranging from 6 to 12 years.





Exhibit Index

Exhibit
Number
Description
Risks relevant to debt securities that may be issued from time to time by BP Capital Markets p.l.c. and BP Capital Markets America Inc., irrevocably and unconditionally guaranteed by BP p.l.c. pursuant to the registration statement on Form F-3 (File Nos. 333-226485, 333-226485-01 and 333-226485-02) of BP p.l.c., BP Capital Markets p.l.c. and BP Capital Markets America Inc.
Capitalization and Indebtedness


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


BP p.l.c.
(Registrant)



Dated:
21 May 2019
 
/s/ HANNAH ASHDOWN
 
 
 
HANNAH ASHDOWN
 
 
 
Assistant company secretary



EX-99.1 2 a31032019capanddebtexhibit.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

BP Capital Markets p.l.c. (“BP Capital U.K.”) and BP Capital Markets America Inc. (“BP Capital America”, and, together with BP Capital U.K., the “BP Debt Issuers”) may issue from time to time debt securities that are irrevocably and unconditionally guaranteed by BP p.l.c. (“BP”) pursuant to the registration statement on Form F-3 (File Nos. 333-226485, 333-226485-01 and 333-226485-02) (the “Registration Statement”) of BP, BP Capital U.K. and BP Capital America. Investing in the debt securities offered using the Registration Statement involves risk. Investors should consider carefully the risks described in “Risk Factors” in BP’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018, which is incorporated by reference in the Registration Statement, together with the risks described below under “Risks relating to the debt securities”, risks described in the documents incorporated by reference into the Registration Statement and any risk factors included in the prospectus supplement, before deciding to buy the debt securities. The potential impact of the occurrence, or re-occurrence, of any of these risks could have a material adverse effect on BP’s business, financial position, results of operations, competitive position, cash flows, prospects, liquidity, shareholder returns and/or implementation of its strategic agenda, and could cause the trading price and liquidity of the debt securities to decline, in which case investors may lose all or part of their investment in the debt securities.
Risks relating to the debt securities

The debt securities are unsecured and your right to receive payments on the debt securities may be adversely affected by prior ranking claims.
The debt securities will be unsecured. If the BP Debt Issuers default on the debt securities or BP defaults on the guarantee, or in the event of any bankruptcy, liquidation or reorganization of the BP Debt Issuers or BP, then, to the extent that the BP Debt Issuers or BP have granted security over their assets in respect of any of their obligations, the secured assets will be applied to satisfy those obligations before satisfaction of any payment obligations of the BP Debt Issuers or BP in respect of the debt securities or the guarantee. There may only be limited assets available to make payments on the debt securities or the guarantee in the event of an acceleration of the debt securities or any bankruptcy, liquidation or reorganization of the BP Debt Issuers or BP. If there is not enough collateral to satisfy all secured obligations, then any remaining amounts payable in respect of secured obligations would share equally with all unsubordinated unsecured obligations, including payment obligations in respect of the debt securities and the guarantee.
The BP Debt Issuers and BP can incur significantly more debt in the future, and your rights may be inferior to the rights of holders of that debt.
The BP Debt Issuers and BP may each incur substantial additional indebtedness in the future, some or all of which may be secured by assets of the BP Debt Issuers, BP and/or their respective subsidiaries. The terms of the debt securities will not limit the amount of indebtedness the group may incur. Any such incurrence of additional indebtedness could have significant effects on the future operations of the BP Debt Issuers and BP because of the potentially significant cash requirements to service that debt, which could limit funds available for operations and future business opportunities and increase the vulnerability of the BP Debt Issuers and BP to adverse general economic and industry conditions or lower oil and gas prices. Any such additional indebtedness would also generally exacerbate the other risks that holders of the debt securities now face.
In addition, the indenture governing the debt securities does not restrict the BP Debt Issuers and BP from issuing debt securities in the future that provide holders with rights superior to the rights already granted, or that may be granted in the future, to holders of the debt securities. The BP Debt Issuers and BP may also incur indebtedness in the future under different instruments. All of this additional indebtedness incurred in the future under the indenture governing the debt securities or otherwise may rank senior to the debt securities.
BP is a holding company, so its obligations as guarantor are structurally subordinated to liabilities of its subsidiaries.
BP is organized as a holding company, and substantially all of its operations are carried out through subsidiaries. BP’s ability to meet its financial obligations is dependent upon the availability of cash flows from its domestic and foreign subsidiaries and affiliated companies through dividends, intercompany advances and other payments. No member of the group (other than the BP Debt Issuers and BP) has any obligation, contingent or otherwise, to pay any amounts due under the debt securities or to make funds available to the BP Debt Issuers or BP to enable either of them to pay any amounts due under the debt securities or the guarantee. Moreover, BP’s subsidiaries and affiliated companies are not required, and may not be able, to pay dividends to BP. Claims of the creditors of BP’s subsidiaries have priority as to the assets of such subsidiaries over the claims of BP. Consequently, in the event of insolvency of BP, the claims of holders of the debt securities under the guarantee would be structurally subordinated to the prior claims of the creditors of subsidiaries of BP. Moreover, subsidiaries of BP incorporated under the laws of England and Wales may be restricted by law in their ability to declare dividends due to failure to meet requirements tied to net asset levels or distributable profits.
A ratings decline could adversely affect the value of the debt securities.
Any of the rating agencies that rate the debt of the BP Debt Issuers and BP has the ability to lower the ratings currently assigned to that debt as a result of its views about the group’s current or future business, financial condition, results of operations or other matters. Any ratings decline could adversely affect the value of the debt securities.
In addition, the credit ratings ascribed to the group and the debt securities are intended to reflect the ability of the BP Debt Issuers and BP to meet their respective repayment obligations in respect of the debt securities and the guarantee, and may not reflect the potential impact of all risks related to the structure, the market, the group and other factors on the value of the debt securities.
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by



Exhibit 99.1

the assigning rating organization. Each rating should be evaluated independently of any other rating.
The Proposed Financial Transaction Tax.
The European Commission has published a proposal (the “Commission’s Proposal”) for a Directive for a common financial transaction tax (the “FTT”) in Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain (the “participating Member States”). However, Estonia has since stated that it will not participate.
The Commission’s Proposal has very broad scope and could, if introduced in its current form, apply to certain dealings in the debt securities (including secondary market transactions) in certain circumstances.
Under the Commission’s Proposal the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the debt securities where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.
The FTT remains subject to negotiation between participating Member States and the legality of the proposal is uncertain. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate and/or certain of the participating Member States may decide to withdraw.
Prospective holders of the debt securities are advised to seek their own professional advice in relation to the FTT.

We may issue debt securities that bear interest based on or linked to LIBOR, which may no longer be produced beyond 2021, which could have adverse consequences to holders of such debt securities.
The rate of interest of a given debt security or series of debt securities will be provided for in the prospectus supplement relating to such debt securities. The indenture governing the debt securities permits such rate of interest to be a variable rate of interest based on or linked to the London Interbank Offered Rate, or LIBOR. LIBOR is a benchmark rate produced by the ICE Benchmark Administration, or IBAM, that is designed to provide an indication of the average rate at which a LIBOR contributor bank can obtain unsecured funding in the London interbank market for a given period, in a given currency. It is a “polled” rate, meaning that a panel of representative banks submits rates which are then combined to produce the LIBOR rate for the applicable period with respect to the applicable currency.
The UK’s Financial Conduct Authority, or FCA, which regulates LIBOR, stated on July 27, 2017, that following 2021 it will no longer encourage panel banks to contribute to LIBOR, as it has done to date. While such action by the FCA would not prohibit IBAM from continuing to produce LIBOR, it is possible that panel banks will no longer make submissions to IBAM to support the production of LIBOR after 2021 in the absence of encouragement from the FCA. At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be implemented in the United Kingdom or elsewhere. Uncertainty regarding the future of or changes to LIBOR or the unavailability of LIBOR could have a material adverse effect upon the value of, return on and trading in debt securities bearing interest at a rate based on LIBOR and other LIBOR linked securities.
In addition, in the event that your debt securities bear interest at a variable rate based on LIBOR and LIBOR becomes unavailable prior to the maturity of such debt securities, the rate of interest payable on such debt securities may change. The prospectus supplement governing your debt securities may specify a replacement or alternate benchmark or a replacement or alternate calculation of the rate of interest in the event LIBOR is unavailable, and such replacement or alternate benchmark or calculation may result in a lower rate of interest being paid on your debt securities. If a published LIBOR rate is unavailable after 2021 and banks are unwilling to provide quotations for the calculation of LIBOR, the rate of interest on the debt securities may remain the rate of interest in effect on the applicable interest determination date.