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M&A Announcement

Feb 16, 2023

Craig Marshall
SVP and Head of Investor Relations, BP

Good morning and good afternoon everyone, and thank you for joining this call at short notice. I'm joined by Bernard Looney, Chief Executive Officer, as well as Murray Auchincloss, Chief Financial Officer, and Emma Delaney, EVP, Customers and Products. It's been a busy reporting season, and here in the U.K., it's also school's half-term. So we'll see what questions we have at the end, which Bernard, Murray, and Emma are here to take. Otherwise, the investor relations team are available to take any questions after the call. Before we begin today, let me draw your attention to our cautionary statement. During today's presentation, we will make forward-looking statements, including those that refer to our estimates, plans, and expectations. Actual results and outcomes could differ materially due to factors we note on this slide and in our SEC filings.

Please refer to our annual report, stock exchange announcement, and SEC filings for more details. These documents are available on our website. Let me now hand over to Bernard.

Bernard Looney
CEO, BP

Well thanks Craig, good morning and good afternoon everyone, and t hank you for joining us on what is, we think, another exciting day for BP. Today, we have announced an agreement to acquire TravelCenters of America, or TA, a leading U.S. travel center operator with an extensive network of sites strategically located across U.S. highway corridors. Emma and I had the privilege of meeting Jon Pertchik, the CEO and President of TA, and Adam Portnoy, the Chairman of TA and also the Chairman of SVC. Two fantastic leaders, if I might add, and a mongst many things that we talked about, we talked about the importance of people to TA's success and the value of partnerships, both of which are core to BP's purpose and core to our values.

We look forward to welcoming the team at TA to BP and to partnering with SVC. This is, we believe, a compelling combination that is expected to strengthen our position in the U.S., the world's number one road energy and convenience market, as well as advance our transformation to an integrated energy company. Today, you will hear three key messages. First, we are leaning in to today's U.S. convenience and mobility sector, delivering value through disciplined investment and integration. BP has had a presence in the United States convenience and mobility for decades and is a sector that we know well. It is primarily focused on four coasts on the East and West Coast of the U.S., and TA's coast-to-coast highway network is complementary to this and increases our exposure to the resilient and growing U.S. market.

The combination offers strong near-term EBITDA growth, underpinned by integration with BP's existing refining system and our existing convenience business. Second, we are leaning into the U.S. convenience and mobility network of tomorrow. The combination of TA's network and customer base with BP's global scale and capabilities establishes a platform for us to advance four of our five transition growth engines, convenience, bioenergy, EV charging, and hydrogen, and support our customers, especially our fleet customers, in their decarbonization journeys. Third, importantly, the transaction is accommodated within our disciplined financial frame. It is included within our unchanged group capital expenditure guidance. Through integration value and synergies, we expect to deliver greater than a 15% return, and this excludes the longer-term value associated with the combination that this will add through the energy transition.

It supports our target to deliver more than $1.5 billion of EBITDA in 2025 from our convenience and EV charging growth engines, and the transaction is expected to be accretive to free cash flow per share from 2024. Turning to the proposed acquisition in more detail. Today, TA is the third largest travel center operator in the United States, the world's largest road energy market, as I said. Many of you might ask, "What is a travel center?" Jon and Adam know it well, but for us, these are situated along busy interstate highways. Travel centers are focused on serving both truck and passenger customers. That means refueling and truck servicing, warm meals and convenience offers, and in many ways, a home away from home for drivers. We see huge value in TA's network of around 280 sites.

The network is strategically located across America's busiest highways across 44 states and complements, as I said, BP's existing off-highway network. It covers over 7,000 acres of land under long-duration leases with options to extend. Sites are on average 25 acres, which I am reliably informed of is the equivalent of 19 American football fields. It has an established customer base, serving the largest U.S. trucking fleets every single day. Its material convenience and services business generates around 70% of TA's total gross margin. For context, at around $1.3 billion per annum, this will almost double BP's global convenience gross margin. Its retails fuels business sells around 150,000 barrels per day, around 90% of which is diesel.

Looking ahead, we expect U.S. diesel demand to remain resilient, and we expect truck freight to grow by over 10% by 2030. Interestingly, 70% of goods in the United States travel by road. Turning to the transaction itself, this is a $1.3 billion cash transaction. The enterprise value of $3.5 billion includes around $2.1 billion of capitalized lease commitments, around $90 million to purchase brands, and around $70 million of net debt. The purchase price represents an EV to EBITDA multiple of around 6x based on the last 12 months from Q3 2022. We aim to close the transaction by around the middle of the year, subject to regulatory and TA shareholder approvals. The proposed acquisition is expected to deliver significant value for BP shareholders. The acquisition adds EBITDA immediately.

Over the past 12 months, from Q3 2022, TA generated around $600 million of EBITDA. Through 2025 at BP planning assumptions, the combination of TA's business with our own capabilities is expected to grow EBITDA to around $800 million, capturing market expansion and selectively investing in new sites and franchises, integrating TA's fuel business with BP's fuel supply and trading capabilities, and this includes more than doubling biofuels blending within our fuels and optimizing supply, generating synergies from fleets as we combine BP's off-highway network with TA's on-highway network, and leveraging convenience capability, scale, and customer loyalty programs. Through delivery of this visible growth, integration value, and synergies, we expect the transaction to achieve a return of above 15%.

We also aim to create further value as we invest in the distinctive combination of BP and TA sites, brands, relationships, and capabilities to advance our transition growth engines. That is what this image aims to portray, in many ways, a concept of a potential mobility site of the future. Now, while we expect that traditional fuels demand will remain a material part of the energy mix through the decade, demand for lower carbon mobility solutions is growing rapidly, in particular from fleet customers. To support this growing demand, BP is scaling its ability to offer lower carbon mobility solutions. Biogas through the recent Archaea Energy acquisition and continued growth in its existing business. Biofuels through our investments in co-processing and our biofuels projects.

EV charging through bp pulse, which, as you may have seen from yesterday's announcement, we plan to invest about $1 billion in EV charging across the U.S. by 2030. In the longer term, aiming to offer hydrogen for heavy trucking. Through the acquisition of TA, we're now creating a distinctive on-the-ground network to lean into this transition, supporting our customers as they seek to decarbonize, and all the time underpinned by leading brands and convenience offers, including BP's ampm and Thorntons, helping, we hope, to make us the destination of choice. Let me wrap up and we can then turn to Q&A. Through this proposed acquisition of TA, we are accelerating growth.

It creates the opportunity for BP to lean into today's U.S. convenience and mobility system, growing through a strategically located and complementary network, leveraging significant integration value, almost doubling BP's current global convenience gross margin, and delivering returns in excess of 15%. Lean into the mobility system of tomorrow, investing in the combined network alongside our transition growth engines to support customers with their adoption of lower carbon mobility solutions. Finally, importantly, this is all accommodated within our unchanged disciplined financial frame, is cash flow accretive from 2024, and importantly, this supports our net zero ambition. Thank you for listening.

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