SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2054
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
24
December, 2025
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 Form 20-F or Form 40-F.
Form
20-F |X| Form 40-F
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Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of
1934.
Yes No
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Exhibit
1.1
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bp
agrees to sell 65% in Castrol to Stonepeak dated 24 December
2025
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Exhibit 1.1
press release
24 December 2025
bp
agrees to sell
a 65% shareholding in
Castrol to Stonepeak at
an
enterprise value of $10 billion
●
bp has reached an
agreement to sell a 65% shareholding in Castrol at an enterprise
value of $10 billion.
● Total
net proceeds to bp of c.$6 billion, including accelerated dividend
payments, will be fully utilised to reduce net
debt.
● Transaction
accelerates delivery of bp's reset strategy, will significantly
strengthen its balance sheet, and advances strategy to focus the
downstream.
● bp's
retained stake in a new joint venture provides exposure to
Castrol's growth plan while retaining optionality to realise
further value in the future.
Following a comprehensive strategic review of Castrol, bp has
reached an agreement to sell a 65% shareholding in Castrol to
Stonepeak, at an enterprise value of $10.1
billion. This
represents an implied EV / LTM EBITDA of around 8.6x reflecting the
strength of the business and future growth potential. The
transaction represents a significant milestone in bp's commitment
to accelerate its strategy, including simplifying the portfolio,
strengthening the balance sheet, and focusing the downstream on its
leading integrated businesses.
The transaction is expected to result in total net proceeds to bp
of approximately $6.0 billion, which includes around $0.8 billion
for the pre-payment of future dividend income over the short to
medium term on bp's retained 35% stake and
other adjustments. The implied total equity value of Castrol is
$8.0 billion after deducting JV minority interests totaling $1.8
billion, and other debt-like obligations of around $0.3 billion,
and subject to customary adjustments. A significant proportion of
Castrol JV minority interests relate to the shareholding in the
publicly listed Castrol India Limited.
Upon completion of the transaction a new joint venture will be
incorporated comprising a 65% Stonepeak and 35% bp ownership. bp's
retained stake provides
exposure to Castrol's growth plan over the coming years, which
builds on a strong track record of nine quarters of consecutive
year on year earnings growth. Following a two-year lock-up period,
bp has optionality to sell its 35% stake in
Castrol.
The transaction is expected to complete by end of 2026, subject to
regulatory approvals.
Carol Howle, interim CEO at bp, said: "Today's
announcement is a very good outcome for all stakeholders. We
concluded a thorough strategic review of
Castrol, that
generated extensive interest and resulted in the sale of a majority
interest to Stonepeak. The transaction allows us to realise value
for our shareholders, generating significant proceeds while
continuing to benefit from Castrol's strong growth momentum. And
with this, we have now completed or announced over half of our
targeted $20bn divestment programme, with proceeds to significantly
strengthen bp's balance sheet. The sale marks an important
milestone in the ongoing delivery of our reset strategy. We are
reducing complexity, focusing the downstream on our leading
integrated businesses, and accelerating delivery of our plan. And
we are doing so with increasing intensity - with a continued focus
on growing cash flow and returns, and delivering value for our
shareholders."
Anthony Borreca, Senior Managing Director and Co-Head of Energy at
Stonepeak, said: "Lubricants
are a mission-critical product, which are essential to the safe and
efficient functioning of virtually every vehicle, machine, and
industrial process in the world. Castrol's 126-year heritage has
created a leading market position, an iconic brand, and a portfolio
of differentiated products that deliver meaningful value to its
customers. We are excited to work alongside Castrol's talented
employees, coupled with bp's continued guidance as a minority
interest holder, as we support the business's continued
growth."
The sale is part of bp's previously announced $20 billion
divestment programme and brings completed and announced divestment
proceeds to date to around $11.0 billion. All proceeds from this
transaction will be allocated to reducing net debt towards bp's
target of $14-18 billion by end 2027. As of the end of 3Q 2025 bp's
net debt was $26.1 billion. Divestment proceeds guidance for 2025
is over $4 billion, of which $1.7 billion has been received as at
3Q25 results, with
the remainder expected to be received by year-end
2025.
bp remains committed to driving the highest value for its
shareholders, and will continue to:
● seek
opportunities to high-grade its portfolio and reduce
complexity;
● strengthen
its balance sheet and optimise its cost base;
and
● invest
with discipline with a focus on maximising cash flow and
returns.
In doing so, bp is accelerating its strategy to become a simpler,
leaner, and more profitable company.
Notes to editors
●
The transaction includes minority
interests in Castrol, principally in India (49% interest), Vietnam
(35%), Saudi Arabia (50%), Thailand (40%) and other
jurisdictions.
●
After the transaction
closes, bp expects to treat its retained stake in Castrol as an
equity accounted investment, and does not expect to recognize
earnings or receive a dividend in the short to medium term.
Stonepeak has a preference on distributions.
● Castrol
non-controlling interests share of net income averaged around $100
million per annum since 2019.
●
Since 2023 Castrol's
annual underlying effective tax rate has been on average around
30%.
● bp
will appoint two Board seats to the new incorporated joint venture
on closing.
Ends
Further
information:
bp press office London | bppress@bp.com |
+44 7787685821
About bp
For
more information visit bp.com.
About Stonepeak
Stonepeak
is a leading alternative investment firm specializing in
infrastructure and real assets with approximately $80 billion of
assets under management. Through its investment in defensive,
hard-asset businesses globally, Stonepeak aims to create value for
its investors and portfolio companies, with a focus on downside
protection and strong risk-adjusted returns. Stonepeak, as sponsor
of private equity and credit investment vehicles, provides capital,
operational support, and committed partnership to grow investments
in its target sectors, which include digital infrastructure, energy
and energy transition, transport and logistics, and real estate.
Stonepeak is headquartered in New York with offices in Houston,
Washington, D.C., London, Hong Kong, Seoul, Singapore, Sydney,
Tokyo, Abu Dhabi, and Riyadh. For more information, please visit
www.stonepeak.com.
Cautionary
statement:
In order to utilize the 'safe harbor' provisions of the United
States Private Securities Litigation Reform Act of 1995 (the
'PSLRA') and the general doctrine of cautionary statements, bp is
providing the following cautionary statement. This press
release document contains certain forecasts, projections and
forward-looking statements - that is, statements related to future,
not past events and circumstances - with respect to the financial
condition, results of operations and businesses of bp and certain
of the plans and objectives of bp with respect to these items.
These statements are generally, but not always, identified by the
use of words such as 'will', 'expects', 'is expected to',
'targets', 'aims', 'should', 'may', 'objective', 'is likely to',
'intends', 'believes', 'anticipates', 'plans', 'we see' or similar
expressions. In particular, the following, among other statements,
are all forward-looking in nature: expectations in relation to the
completion of the transaction described including the outcome of
regulatory approvals and timing; expectations in relation to total
net proceeds; plans and expectations in relation to Castrol's
future growth plan and bp's retained stake; and plans and
expectations in relation to bp's strategy including bp's net debt
and other primary targets. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend on circumstances that will or may occur in the
future and are outside the control of bp. Actual results or
outcomes, may differ materially from those expressed in such
statements, depending on a variety of factors, including the risk
factors discussed under "Risk factors" in bp's most recent Annual
Report and Form 20-F as filed with the US Securities and Exchange
Commission and in any of our more recent public
reports.
Our most recent Annual Report and Form 20-F and other period
filings are available on our website at www.bp.com, or can be
obtained from the SEC by calling 1-800-SEC-0330 or on its website
at www.sec.gov.
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.
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BP
p.l.c.
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(Registrant)
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Dated: 24
December 2025
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/s/ Ben
J. S. Mathews
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Ben J.
S. Mathews
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Company
Secretary
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