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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
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
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
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.)|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: i 870- i 862-6411
(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|
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. ☐
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.
Item 9.01. Financial Statements and 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)|
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|
/s/ Christopher D. Hulse
|Christopher D. Hulse|
|Vice President & Controller|
Date: March 5, 2021
|This ‘8-K’ Filing||Date||Other Filings|
|For Period end:||3/2/21||424B5, FWP|
|List all Filings|
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