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BP » Topics » PRICING TERM SHEET

This excerpt taken from the BP FWP filed Aug 7, 2009.

PRICING TERM SHEET

SIZE="2">U.S.$750,000,000 1.55% Guaranteed Notes due 2011

 
































































































Issuer:

  BP Capital Markets p.l.c. (“BP Capital U.K.”)

Guarantor:

  BP p.l.c. (“BP”)

Title:

  1.55% Guaranteed Notes due 2011 (the “2011 Notes”)

Total principal amount being issued:

  $750,000,000

Denomination:

  The 2011 Notes will be issued in denominations of $1,000 and integral multiples of $1,000.

Issuance Date:

  August 11, 2009

Guarantee:

  Payment of the principal of and interest on the 2011 Notes is fully guaranteed by BP.

Maturity Date:

  August 11, 2011

Day Count:

  30/360

Day Count Convention:

  Following

Interest Rate:

  1.55% per annum

Date interest starts accruing:

  August 11, 2009

Interest Payment Dates:

  February 11 and August 11 of each year, subject to the Day Count Convention.

First Interest Payment Date:

  February 11, 2010

Treasury benchmark:

  1% due July 2011

US treasury yield:

  1.196%

Spread to treasury:

  T+40 bps

Re-offer yield:

  1.596%

Business Day:

  Any weekday on which banking or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive order to close.

Ranking:

  The 2011 Notes are unsecured and will rank equally with all of BP Capital U.K.’s other unsecured and unsubordinated indebtedness.

Regular record dates for interest:

  The 15th calendar day
preceding each Interest Payment Date, whether or not such day is a Business Day.

Payment of additional amounts:

  None payable under current law; provided that the 2011 Notes are listed on a “recognised stock exchange” within the meaning of Section 1005 of the UK Income Tax Act 2007. The New York
Stock Exchange is a “recognised stock exchange” as at the date hereof.
















































Listing:

  Application will be made to list the 2011 Notes on the New York Stock Exchange although neither BP Capital U.K. nor BP can guarantee such listing will be obtained.

Redemption:

  The 2011 Notes are not redeemable, except as described under “Description of Debt Securities—Optional Tax Redemption” on page 19 of the prospectus. The provision for optional tax
redemption described therein will apply in respect of changes in tax treatments occurring after August 11, 2009.

Sinking fund:

  There is no sinking fund.

Further issuances:

  BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional notes in one or more transactions subsequent to the date of the
related prospectus supplement dated August 6, 2009, with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2011 Notes issued pursuant to the
prospectus supplement. These additional 2011 Notes will be deemed part of the same series as the 2011 Notes issued pursuant to the prospectus supplement and will provide the holders of these additional 2011 Notes the right to vote together with
holders of the 2011 Notes issued pursuant to the prospectus supplement, provided that such additional notes will be issued with no more than de minimis original issue discount or be part of a “qualified reopening” for U.S. federal
income tax purposes.

Public offering price:

  Per 2011 Note: 99.91% Total: $749,325,000

Proceeds, before expenses, to us:

  Per 2011 Note: 99.81%; Total: $748,575,000

Underwriters:

  

BNP Paribas Securities Corp. ($187,500,000)

Deutsche
Bank Securities Inc. ($187,500,000)

Morgan Stanley & Co. Incorporated ($187,500,000)

FACE="Times New Roman" SIZE="2">RBS Securities Inc. ($187,500,000)

CUSIP Number:

  05565Q BM9

ISIN:

  US05565QBM96
This excerpt taken from the BP FWP filed May 5, 2009.

PRICING TERM SHEET

 

Issuer:    BP Capital Markets p.l.c. (“BP Capital U.K.”)
Guarantor:    BP p.l.c. (“BP”)
Title:    3.625% Guaranteed Notes due 2014 (the “Notes”)
Total principal amount being issued:    $1,400,000,000
Denomination:    The Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Issuance Date:    May 8, 2009
Guarantee:    Payment of the principal of and interest on the Notes is fully guaranteed by BP.
Maturity Date:    May 8, 2014
Day Count:    30/360
Day Count Convention:    Following
Interest Rate:    3.625% per annum
Date interest starts accruing:    May 8, 2009
Interest Payment Dates:    May 8 and November 8 of each year, subject to the Day Count Convention.
First Interest Payment Date:    November 8, 2009
Treasury benchmark:    1.75% due March 2014
US treasury yield:    1.975%
Spread to treasury:    T+165 bps
Re-offer yield:    3.625%
Business Day:    Any weekday on which banking or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive order to close.
Ranking:    The Notes are unsecured and will rank equally with all of BP Capital U.K.’s other unsecured and unsubordinated indebtedness.
Regular record dates for interest:    The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.
Payment of additional amounts:    None payable under current law; provided that the Notes are listed on a “recognised stock exchange” within the meaning of Section 1005 of the UK Income Tax Act 2007. The New York Stock Exchange is a “recognised stock exchange” as at the date hereof.

Listing:    Application will be made to list the Notes on the New York Stock Exchange although neither BP Capital U.K. nor BP can guarantee such listing will be obtained.
Redemption:    The Notes are not redeemable, except as described under “Description of Debt Securities—Optional Tax Redemption” on page 19 of the prospectus. The provision for optional tax redemption described therein will apply in respect of changes in tax treatments occurring after May 1, 2009.
Sinking fund:    There is no sinking fund.
Further issuances:    BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional notes in one or more transactions subsequent to the date of the related prospectus supplement dated May 1, 2009, with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts accruing) identical to the Notes issued pursuant to the prospectus supplement. These additional Notes will be deemed part of the same series as the Notes issued pursuant to the prospectus supplement and will provide the holders of these additional Notes the right to vote together with holders of the Notes issued pursuant to the prospectus supplement, provided that such additional notes will be issued with no more than de minimis original issue discount or be part of a “qualified reopening” for U.S. federal income tax purposes.
Public offering price:    Per Note: 100% Total: $1,400,000,000
Proceeds, before expenses, to us:    Per Note: 99.85%; Total: $1,397,900,000
Underwriters:   

Banc of America Securities LLC ($350,000,000)

HSBC Securities (USA) Inc. ($350,000,000)

Morgan Stanley & Co. Incorporated ($350,000,000)

UBS Securities LLC ($350,000,000)

CUSIP Number:    05565QBL1
ISIN:    US05565QBL14

 

* * * * * * * *

The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC toll-free at 1-800-294-1322, HSBC Securities (USA) Inc. toll-free at 1-866-811-8049, Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649, or UBS Securities LLC toll-free at 1-877-827-6444 ext. 5613884.

This excerpt taken from the BP FWP filed Mar 13, 2009.

PRICING TERM SHEET

 

Issuer:    BP Capital Markets p.l.c. (“BP Capital U.K.”)
Guarantor:    BP p.l.c. (“BP”)
Title:    Floating Rate Guaranteed Notes due 2011 (the “Notes”)
Total principal amount being issued:    $250,000,000
Denomination:    The Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Issuance Date:    March 17, 2009
Guarantee:    Payment of the principal of and interest on the Notes is fully guaranteed by BP.
Maturity Date:    March 17, 2011
Day Count:    Actual/360
Day Count Convention:    Modified following. If any Interest Payment Date falls on a day that is not a Business Day, that Interest Payment Date will be postponed to the next succeeding Business Day unless that Business Day is in the next succeeding calendar month, in which case the Interest Payment Date will be the immediately preceding Business Day.
Interest Rate:    The Interest Rate for the first Interest Period will be the 3-month U.S. dollar London Interbank Offered Rate (“LIBOR”), as determined on March 13, 2009, plus the Spread (as described below). Thereafter, the Interest Rate for any Interest Period will be U.S. dollar LIBOR, as determined on the applicable Interest Determination Date, plus the Spread. The Interest Rate will be reset quarterly on each Interest Reset Date.
Date interest starts accruing:    March 17, 2009
Interest Payment Dates:    March 17, June 17, September 17 and December 17 of each year, subject to the Day Count Convention
First Interest Payment Date:    June 17, 2009
Spread:    1.00%

Interest Reset Dates:    The Interest Reset Date for each Interest Period other than the first Interest Period will be the first day of such Interest Period, subject to the Day Count Convention.
Interest Periods:    The period beginning on, and including, an Interest Payment Date and ending on, but not including, the following Interest Payment Date; provided that the first Interest Period will begin on March 17, 2009, and will end on, but not include, the First Interest Payment Date.
Interest Determination Date:    The Interest Determination Date relating to a particular Interest Reset Date will be the second London Business Day preceding such Interest Reset Date.
London Business Day:    Any week day on which banking or trust institutions in London are not authorized generally or obligated by law, regulation or executive order to close
Business Day:    Any week day on which banking or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive order to close
Ranking:    The Notes are unsecured and will rank equally with all of BP Capital U.K.’s other unsecured and unsubordinated indebtedness.
Regular record dates for interest:    One Business Day preceding each Interest Payment Date
Payment of additional amounts:    None payable under current law, provided that the Notes are listed on a “recognised stock exchange” within the meaning of Section 1005 of the UK Income Tax Act 2007. The New York Stock Exchange is a “recognised stock exchange” as at the date hereof.
Listing:    Application will be made to list the Notes on the New York Stock Exchange although neither BP Capital U.K. nor BP can guarantee such listing will be obtained.
Redemption:    The Notes are not redeemable, except as described under “Description of Debt Securities—Optional Tax Redemption” on page 18 of the prospectus. The provision for optional tax redemption described therein will apply in respect of changes in tax treatments occurring after March 17, 2009.
Sinking fund:    There is no sinking fund.
Further issuances:    BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional notes in one or more transactions subsequent to the date of the related prospectus supplement, dated March 12, 2009, with terms (other than the issuance date, issue price and, possibly, the first interest payment date) identical to the Notes issued hereby. These additional Notes will be deemed part of the same series as the Notes offered pursuant to the prospectus supplement and will provide the holders of these additional Notes the right to vote together with holders of the Notes offered pursuant to the prospectus supplement.
Public offering price:    Per Note: 100%; Total: $250,000,000
Proceeds, before expenses, to us:    Per Note: 99.90%; Total: $249,750,000

 

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Underwriter:    Goldman, Sachs & Co.
CUSIP Number:    05565Q BK3
ISIN:    US05565QBK31
Calculation Agent:    The Bank of New York Mellon Trust Company, N.A.
Calculation of U.S. dollar LIBOR:    The Calculation Agent will determine U.S. dollar LIBOR in accordance with the following provisions: With respect to any Interest Determination Date, U.S. dollar LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months commencing on the Interest Reset Date that appears on the designated LIBOR page as of 11:00 a.m., London time, on that Interest Determination Date. If no rate appears, U.S. dollar LIBOR, in respect of that Interest Determination Date, will be determined as follows: the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent (after consultation with us), to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for the period of three months, commencing on the Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then U.S. dollar LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then U.S. dollar LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on the Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent (after consultation with us) for loans in U.S. dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time; provided, however, that if the banks selected by the Calculation Agent are not providing quotations in the manner described by this sentence, U.S. dollar LIBOR determined as of that Interest Determination Date will be U.S. dollar LIBOR in effect on that Interest Determination Date. The designated LIBOR page is the Reuters screen “LIBOR01”, or any successor service for the purpose of displaying the London interbank rates of major banks for U.S. dollars. The Reuters screen “LIBOR01” is the display designated as the Reuters screen “LIBOR01”, or such other page as may replace the Reuters screen “LIBOR01” on that service or such other service or services as may be denominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S.

 

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     dollar deposits. All calculations made by the Calculation Agent for the purposes of calculating the Interest Rate on the Notes shall be conclusive and binding on the holders of Notes, BP, BP Capital U.K. and the trustee, absent manifest error.

 

*  *   *  *  *  *  *  *

 

The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, the Guarantor, the underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. toll-free at 1-866-471-2526.

 

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This excerpt taken from the BP FWP filed Nov 5, 2008.

PRICING TERM SHEET

 

Issuer:    BP Capital Markets p.l.c. (“BP Capital U.K.”)
Guarantor:    BP p.l.c. (“BP”)
Title:    5.25% Guaranteed Notes due 2013 (the “Notes”)
Total principal amount being issued:    $3,000,000,000
Denomination:    The Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Issuance Date:    November 7, 2008
Guarantee:    Payment of the principal of and interest on the Notes is fully guaranteed by BP.
Maturity Date:    November 7, 2013
Day Count:    30/360
Day Count Convention:    Following
Interest Rate:    5.25% per annum
Date interest starts accruing:    November 7, 2008
Interest Payment Dates:    May 7 and November 7 of each year, subject to the Day Count Convention.
First Interest Payment Date:    May 7, 2009
Treasury benchmark:    2.75% due October 2013
US treasury yield:    2.515%
Spread to treasury:    T+275 bps
Re-offer yield:    5.265%
Business Day:    Any weekday on which banking or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive order to close.
Ranking:    The Notes are unsecured and will rank equally with all of BP Capital U.K.’s other unsecured and unsubordinated indebtedness.
Regular record dates for interest:    The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.
Payment of additional amounts:    None payable under current law.
Listing:    Application will be made to list the Notes on the New York Stock Exchange although neither BP Capital U.K. nor BP can guarantee such listing will be obtained.
Redemption:    The Notes are not redeemable, except as described under “Description of Debt Securities—Optional Tax Redemption” on

   page 18 of the prospectus. The provision for optional tax redemption described therein will apply in respect of changes in tax treatments occurring after November 7, 2008.
Sinking fund:    There is no sinking fund.
Further issuances:    BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional notes in one or more transactions subsequent to the date of the related prospectus supplement dated November 4, 2008, with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts accruing) identical to the Notes issued pursuant to the prospectus supplement. These additional Notes will be deemed part of the same series as the Notes issued pursuant to the prospectus supplement and will provide the holders of these additional Notes the right to vote together with holders of the Notes issued pursuant to the prospectus supplement.
Public offering price:    Per Note: 99.935% Total: $2,998,050,000

Proceeds, before expenses, to us:

    Per Note: 99.785%; Total: $2,993,550,000
Underwriters:   

Banc of America Securities LLC ($750,000,000)

Barclays Capital Inc. ($750,000,000)

HSBC Securities (USA) Inc. ($750,000,000)

Morgan Stanley & Co. Incorporated ($750,000,000)

CUSIP Number:    05565Q BF4
ISIN:    US05565QBF46

* * * * * * * *

The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC toll-free at 1-800-294-1322, Barclays Capital Inc. toll-free at 1-888-227-2275, Ext. 2663, HSBC Securities (USA) Inc. toll-free at 1-866-811-8049 or Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649.

These excerpts taken from the BP FWP filed Mar 13, 2008.

PRICING TERM SHEET

 

Issuer:    BP Capital Markets p.l.c. (“BP Capital U.K.”)
Guarantor:    BP p.l.c. (“BP”)
Title:    Floating Rate Guaranteed Notes due 2010 (the “Notes”)
Total principal amount being issued:    $1,000,000,000
Denomination:    The Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Issuance Date:    March 17, 2008
Guarantee:    Payment of the principal of and interest on the Notes is fully guaranteed by BP.
Maturity Date:    March 17, 2010
Day Count:    Actual/360
Day Count Convention:    Modified following. If any Interest Payment Date falls on a day that is not a Business Day, that Interest Payment Date will be postponed to the next succeeding Business Day unless that Business Day is in the next succeeding calendar month, in which case the Interest Payment Date will be the immediately preceding Business Day.
Interest Rate:    The Interest Rate for the first Interest Period will be the 3-month U.S. dollar London Interbank Offered Rate (“LIBOR”), as determined on March 13, 2008, plus the Spread (as described below). Thereafter, the Interest Rate for any Interest Period will be U.S. dollar LIBOR, as determined on the applicable Interest Determination Date, plus the Spread. The Interest Rate will be reset quarterly on each Interest Reset Date.
Date interest starts accruing:    March 17, 2008
Interest Payment Dates:    March 17, June 17, September 17 and December 17 of each year, subject to the Day Count Convention
First Interest Payment Date:    June 17, 2008
Spread:    0.21%
Interest Reset Dates:    The Interest Reset Date for each Interest Period other than the first Interest Period will be the first day of such Interest Period, subject to the Day Count Convention.

Interest Periods:    The period beginning on, and including, an Interest Payment Date and ending on, but not including, the following Interest Payment Date; provided that the first Interest Period will begin on March 17, 2008, and will end on, but not include, the First Interest Payment Date.
Interest Determination Date:    The Interest Determination Date relating to a particular Interest Reset Date will be the second London Business Day preceding such Interest Reset Date.
London Business Day:    Any week day on which banking or trust institutions in London are not authorized generally or obligated by law, regulation or executive order to close
Business Day:    Any week day on which banking or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive order to close
Ranking:    The Notes are unsecured and will rank equally with all of BP Capital U.K.’s other unsecured and unsubordinated indebtedness.
Regular record dates for interest:    One Business Day preceding each Interest Payment Date
Payment of additional amounts:    None payable under current law
Listing:    Application will be made to list the Notes on the New York Stock Exchange although neither BP Capital U.K. nor BP can guarantee such listing will be obtained.
Redemption:    The Notes are not redeemable, except as described under “Description of Debt Securities—Optional Tax Redemption” on page 18 of the prospectus. The provisions for optional tax redemption described therein will apply in respect of changes in tax treatments occurring after March 17, 2008.
Sinking fund:    There is no sinking fund.
Further issuances:    BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional notes in one or more transactions subsequent to the date of the related prospectus supplement, dated March 12, 2008, with terms (other than the issuance date, issue price and, possibly, the first interest payment date) identical to the Notes issued hereby. These additional Notes will be deemed part of the same series as the Notes offered pursuant to the prospectus supplement and will provide the holders of these additional Notes the right to vote together with holders of the Notes offered pursuant to the prospectus supplement.
Public offering price:    Per Note: 100% Total: $1,000,000,000
Proceeds, before expenses, to us:    Per Note: 99.96%; Total: $999,600,000
Underwriters:    Lehman Brothers Inc. ($333,334,000)
   RBC Capital Markets Corporation ($333,333,000)
   UBS Securities LLC ($333,333,000)
CUSIP Number:    05565Q BE7
ISIN:    US05565QBE70
Calculation Agent:    The Bank of New York Trust Company, N.A.

 

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Calculation of U.S. dollar LIBOR:    The Calculation Agent will determine U.S. dollar LIBOR in accordance with the following provisions: With respect to any Interest Determination Date, U.S. dollar LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months commencing on the Interest Reset Date that appears on the designated LIBOR page as of 11:00 a.m., London time, on that Interest Determination Date. If no rate appears, U.S. dollar LIBOR, in respect of that Interest Determination Date, will be determined as follows: the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent (after consultation with us), to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for the period of three months, commencing on the Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then U.S. dollar LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then U.S. dollar LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on the Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent (after consultation with us) for loans in U.S. dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time; provided, however, that if the banks selected by the Calculation Agent are not providing quotations in the manner described by this sentence, U.S. dollar LIBOR determined as of that Interest Determination Date will be U.S. dollar LIBOR in effect on that Interest Determination Date. The designated LIBOR page is the Reuters screen “LIBOR01”, or any successor service for the purpose of displaying the London interbank rates of major banks for U.S. dollars. The Reuters screen “LIBOR01” is the display designated as the Reuters screen “LIBOR01”, or such other page as may replace the Reuters screen “LIBOR01” on that service or such other service or services as may be denominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits. All calculations made by the Calculation Agent for the purposes of calculating the Interest Rate on the Notes shall be conclusive and binding on the holders of Notes, BP, BP Capital U.K. and the trustee, absent manifest error.

 

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PRICING TERM SHEET

 





















































































































Issuer:  BP Capital Markets p.l.c. (“BP Capital U.K.”)
Guarantor:  BP p.l.c. (“BP”)
Title:  Floating Rate Guaranteed Notes due 2010 (the “Notes”)
Total principal amount being issued:  $1,000,000,000
Denomination:  The Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Issuance Date:  March 17, 2008
Guarantee:  Payment of the principal of and interest on the Notes is fully guaranteed by BP.
Maturity Date:  March 17, 2010
Day Count:  Actual/360
Day Count Convention:  Modified following. If any Interest Payment Date falls on a day that is not a Business Day, that Interest Payment Date will be postponed to the next succeeding Business Day unless that
Business Day is in the next succeeding calendar month, in which case the Interest Payment Date will be the immediately preceding Business Day.
Interest Rate:  The Interest Rate for the first Interest Period will be the 3-month U.S. dollar London Interbank Offered Rate (“LIBOR”), as determined on March 13, 2008, plus the Spread (as
described below). Thereafter, the Interest Rate for any Interest Period will be U.S. dollar LIBOR, as determined on the applicable Interest Determination Date, plus the Spread. The Interest Rate will be reset quarterly on each Interest Reset Date.
Date interest starts accruing:  March 17, 2008
Interest Payment Dates:  March 17, June 17, September 17 and December 17 of each year, subject to the Day Count Convention
First Interest Payment Date:  June 17, 2008
Spread:  0.21%
Interest Reset Dates:  The Interest Reset Date for each Interest Period other than the first Interest Period will be the first day of such Interest Period, subject to the Day Count Convention.














































































































































Interest Periods:  The period beginning on, and including, an Interest Payment Date and ending on, but not including, the following Interest Payment Date; provided that the first Interest Period will begin on
March 17, 2008, and will end on, but not include, the First Interest Payment Date.
Interest Determination Date:  The Interest Determination Date relating to a particular Interest Reset Date will be the second London Business Day preceding such Interest Reset Date.
London Business Day:  Any week day on which banking or trust institutions in London are not authorized generally or obligated by law, regulation or executive order to close
Business Day:  Any week day on which banking or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive order to close
Ranking:  The Notes are unsecured and will rank equally with all of BP Capital U.K.’s other unsecured and unsubordinated indebtedness.
Regular record dates for interest:  One Business Day preceding each Interest Payment Date
Payment of additional amounts:  None payable under current law
Listing:  Application will be made to list the Notes on the New York Stock Exchange although neither BP Capital U.K. nor BP can guarantee such listing will be obtained.
Redemption:  The Notes are not redeemable, except as described under “Description of Debt Securities—Optional Tax Redemption” on page 18 of the prospectus. The provisions for optional tax
redemption described therein will apply in respect of changes in tax treatments occurring after March 17, 2008.
Sinking fund:  There is no sinking fund.
Further issuances:  BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note holders issue additional notes in one or more transactions subsequent to the date of the
related prospectus supplement, dated March 12, 2008, with terms (other than the issuance date, issue price and, possibly, the first interest payment date) identical to the Notes issued hereby. These additional Notes will be deemed part of the same
series as the Notes offered pursuant to the prospectus supplement and will provide the holders of these additional Notes the right to vote together with holders of the Notes offered pursuant to the prospectus supplement.
Public offering price:  Per Note: 100% Total: $1,000,000,000
Proceeds, before expenses, to us:  Per Note: 99.96%; Total: $999,600,000
Underwriters:  Lehman Brothers Inc. ($333,334,000)
  RBC Capital Markets Corporation ($333,333,000)
  UBS Securities LLC ($333,333,000)
CUSIP Number:  05565Q BE7
ISIN:  US05565QBE70
Calculation Agent:  The Bank of New York Trust Company, N.A.

 


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Calculation of U.S. dollar LIBOR:  The Calculation Agent will determine U.S. dollar LIBOR in accordance with the following provisions: With respect to any Interest Determination Date, U.S. dollar LIBOR will be the rate for
deposits in U.S. dollars having a maturity of three months commencing on the Interest Reset Date that appears on the designated LIBOR page as of 11:00 a.m., London time, on that Interest Determination Date. If no rate appears, U.S. dollar LIBOR, in
respect of that Interest Determination Date, will be determined as follows: the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent
(after consultation with us), to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for the period of three months, commencing on the Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then U.S.
dollar LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then U.S. dollar LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York City time, on the Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent (after consultation with us) for loans in U.S. dollars to leading European banks, having
a three-month maturity and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time; provided, however, that if the banks selected by the Calculation Agent are not providing quotations in the
manner described by this sentence, U.S. dollar LIBOR determined as of that Interest Determination Date will be U.S. dollar LIBOR in effect on that Interest Determination Date. The designated LIBOR page is the Reuters screen “LIBOR01”, or
any successor service for the purpose of displaying the London interbank rates of major banks for U.S. dollars. The Reuters screen “LIBOR01” is the display designated as the Reuters screen “LIBOR01”, or such other page as may
replace the Reuters screen “LIBOR01” on that service or such other service or services as may be denominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits.
All calculations made by the Calculation Agent for the purposes of calculating the Interest Rate on the Notes shall be conclusive and binding on the holders of Notes, BP, BP Capital U.K. and the trustee, absent manifest error.

 


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EXCERPTS ON THIS PAGE:

FWP
Aug 7, 2009
FWP
May 5, 2009
FWP
Mar 13, 2009
FWP
Nov 5, 2008
FWP (2 sections)
Mar 13, 2008

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