SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Murphy Oil Corp – ‘8-K’ for 3/2/21

On:  Friday, 3/5/21, at 4:30pm ET   ·   For:  3/2/21   ·   Accession #:  950103-21-3618   ·   File #:  1-08590

Previous ‘8-K’:  ‘8-K’ on / for 3/3/21   ·   Next:  ‘8-K’ on / for 3/23/21   ·   Latest:  ‘8-K’ on / for 5/6/21   ·   1 Reference:  To:  Murphy Oil Corp. – ‘8-K’ on 5/18/12 for 5/15/12

Magnifying glass tilted right emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/05/21  Murphy Oil Corp                   8-K:2,8,9   3/02/21   13:668K                                   Davis Polk & … LLP 01/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     34K 
 2: EX-1.1      Underwriting Agreement                              HTML    131K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    127K 
 4: EX-5.1      Opinion of Counsel re: Legality                     HTML     13K 
 9: R1          Cover                                               HTML     48K 
11: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- dp147420_8k_htm                     XML     15K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 6: EX-101.LAB  XBRL Labels -- mur-20210302_lab                      XML     97K 
 7: EX-101.PRE  XBRL Presentations -- mur-20210302_pre               XML     64K 
 5: EX-101.SCH  XBRL Schema -- mur-20210302                          XSD     13K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    34K 
13: ZIP         XBRL Zipped Folder -- 0000950103-21-003618-xbrl      Zip     75K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:   C:   C:   C:   C:   C:   C:   C: 
 i 0000717423  i false 0000717423 2021-03-02 2021-03-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________ 

 

FORM  i 8-K

____________________ 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): March 5, 2021 ( i March 2, 2021)

____________________ 

 

 i MURPHY OIL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

____________________ 

 

 i Delaware  i 1-8590  i 71-0361522
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

 

 i 9805 Katy Fwy,  i Suite G-200

 i Houston,  i Texas

 i 77024
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code:  i 870- i 862-6411

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

____________________ 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 i Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 i Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 i Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 i Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered

 i Common Stock, $1.00 Par Value

 i MUR

 i New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  i 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 C: 

 

 

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth below in Item 8.01 of this Current Report on Form 8-K with respect to the Notes and the Indenture (each as defined below) is incorporated by reference to this Item 2.03.

 

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

 

On March 5, 2021, Murphy Oil Corporation (the “Company”) issued notices of redemption with respect to all of its 4.000% senior notes due 2022 (currently $259,291,000 in aggregate principal amount) and 3.700% senior notes due 2022 (currently $317,067,000 in aggregate principal amount) (collectively, the “Target Notes”) (such redemptions, the “Redemption”). The Company will redeem the Target Notes at the applicable make-whole redemption price set forth in the indenture governing such series of Target Notes (collectively, the “Target Notes Indentures), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. In connection therewith, the Company intends effect a satisfaction and discharge (the “Satisfaction and Discharge”) of the Target Notes Indentures. The redemption date of the Target Notes will be April 4, 2021.

 

Item 8.01. Other Events

 

On March 5, 2021, the Company closed its previously announced offering of $550,000,000 aggregate principal amount of 6.375% Notes due 2028 (the “Notes”). The Notes were offered and sold pursuant to a terms agreement (the “Terms Agreement”) dated March 2, 2021 (incorporating the Underwriting Agreement Standard Provisions dated March 2, 2021) with BofA Securities, Inc., as representative of the several underwriters named therein (the “Underwriters”), under the Company’s automatic shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-227875), including a prospectus dated October 17, 2018 and a prospectus supplement dated March 2, 2021. The Terms Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions.

 

The Notes were issued under an indenture dated May 18, 2012 (the “Base Indenture) between the Company and U.S. Bank National Association, as original trustee (the “Original Trustee”), as supplemented by the sixth supplemental indenture dated March 5, 2021 (the “Supplemental Indenture,” and together with the Base Indenture, the Indenture) among the Company, the Original Trustee and Wells Fargo Bank, National Association, as series trustee.

 

The Notes bear interest at the rate of 6.375% per annum. Interest is payable on January 15 and July 15 of each year, beginning July 15, 2021. The Notes will mature on July 15, 2028. The Company may redeem the Notes, in whole or in part, at any time at the applicable redemption prices, as set forth in the Indenture. In addition, the Indenture contains restrictions on the ability of the Company and its subsidiaries to incur liens, enter into sale and leaseback transactions and merge, consolidate or sell or convey all or substantially all of the Company’s assets, as well as restrictions on the ability of the Company’s subsidiaries to incur indebtedness.

 

The Company will use the net proceeds from the offering of the Notes, together with cash on hand, borrowings under its revolving credit facility or a combination thereof, to fund the Redemption and any related premiums, fees and expenses in connection with the foregoing and to effect the Satisfaction and Discharge.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Terms Agreement and the Supplemental Indenture (including the form of the Notes), each of which is incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit 1.1 and Exhibit 4.2, respectively, and the Base Indenture, which is incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit 4.1.

 

A copy of the opinion of Davis Polk & Wardwell LLP, special New York counsel to the Company, relating to the validity of the Notes, is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 5.1.

 

 C: 

 

 

 

Item 9.01. Financial Statements and Exhibits

 

(d)Exhibits

 

1.1   Terms Agreement dated as of March 2, 2021 between Murphy Oil Corporation and BofA Securities, Inc., as representative of the several underwriters named therein
     
4.1   Indenture dated as of May 18, 2012 between Murphy Oil Corporation and U.S. Bank National Association, as original trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 18, 2012)
     
4.2   Sixth Supplemental Indenture dated as of March 5, 2021 among Murphy Oil Corporation, U.S. Bank National Association, as original trustee, and Wells Fargo Bank, National Association, as series trustee (including the Form of 6.375% Notes due 2028)
   
5.1   Opinion of Davis Polk & Wardwell LLP
   
23.1   Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 C: 

 

 

 

Signature

 

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 hereunto duly authorized.

 

       
  MURPHY OIL CORPORATION
     
  By:  

/s/ Christopher D. Hulse

      Christopher D. Hulse
      Vice President & Controller

 

Date: March 5, 2021

 

 

 

 C: 

 

 

 

 

 

 C: 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
7/15/28
7/15/21
4/4/21
Filed on:3/5/21
For Period end:3/2/21424B5,  FWP
10/17/18S-3ASR
5/18/128-K
 List all Filings 


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/18/12  Murphy Oil Corp.                  8-K:8,9     5/15/12    5:608K                                   Donnelley … Solutions/FA
Top
Filing Submission 0000950103-21-003618   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2021 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Wed., May 12, 5:44:34.0pm ET