SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
BP Capital Markets p.l.c.
(Exact Name of Registrant as Specified in Its Charter)
| ENGLAND and WALES | Not Applicable | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification no.) | |
Chertsey Road Sunbury on Thames Middlesex TW16 7BP England | Not Applicable | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities Act registration statement file number to which this form relates: | 333-277842-01 | |
| (If applicable) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| 6.125% Perpetual Subordinated Fixed Rate Reset Notes | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
BP Capital Markets p.l.c. (the “Company”) hereby incorporates by reference the description of its securities to be registered hereunder contained in the Prospectus dated March 12, 2024 under “Description of the Debt Securities and Guarantees” and in the Prospectus Supplement dated November 13, 2024 under “Description of Notes and Guarantee”, filed with the Commission on November 14, 2024 under Rule 424(b)(5), pursuant to the Company’s registration statement on Form F-3ASR (File Nos. 333-277842 and 333-277842-01) filed with the Commission on March 12, 2024 (the “Registration Statement”), under the Securities Act of 1933, as amended.
| Item 2. | Exhibits. |
| 1. | Indenture, dated as of March 8, 2002, among the Company, BP p.l.c., as guarantor (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank N.A.), as trustee (the “Trustee”) (incorporated by reference to Exhibit 4 to the Guarantor’s Form 6-K dated March 26, 2002). |
| 2. | The Thirty-Third Supplemental Indenture, dated as of November 18, 2024, among the Company, the Guarantor and the Trustee. |
| 3. | Form of 6.125% Perpetual Subordinated Fixed Rate Reset Notes (included in Exhibit A to the Thirty-Third Supplemental Indenture filed as Exhibit 2). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| BP Capital Markets p.l.c. | ||||||
| Date: November 18, 2024 | By: | /s/ Patrick Halpin | ||||
| Name: | Patrick Halpin | |||||
| Title: | Authorised signatory | |||||
