MURPHY USA INC. (NYSE:MUSA) Files An 8-K Other Events
Item8.01. Other Events
On April25, 2017, Murphy Oil USA, Inc. (the Issuer) issued
$300,000,000 aggregate principal amount of its 5.625% Senior
Notes due 2027 (the Notes) to an indenture (the Indenture), dated
as of April 25, 2017, among the Issuer, Murphy USA Inc. (Murphy
USA), as a guarantor, the other guarantors party thereto
(together with the Issuer and Murphy USA, the Murphy Parties) and
U.S. Bank National Association, as trustee.
The Notes bear interest at the rate of 5.625%per annum. Interest
on the Notes is payable on May 1 and November 1 of each year,
beginning November 1, 2017. The Notes will mature on May 1, 2027.
The Issuer may redeem the Notes, in whole or in part, at any time
on and after May 1, 2022 at the redemption prices set forth in
the Indenture, plus accrued and unpaid interest to the date of
redemption. The Issuer may also redeem the Notes, in whole or in
part, at any time prior to May 1, 2022 at a make whole redemption
price as calculated under the Indenture, plus accrued and unpaid
interest to the date of redemption. At any time prior to May 1,
2020, the Issuer is also entitled to redeem up to 35% of the
aggregate principal amount of the Notes at a redemption price
equal to 105.625% of the principal amount of the Notes redeemed,
plus accrued and unpaid interest to the redemption date, with the
net cash proceeds of certain equity offerings if at least 65% of
the aggregate principal amount of the Notes remains outstanding
immediately after such redemption and the redemption occurs
within 90 days of the date of such equity offering.
The Indenture contains restrictive covenants that, among other
things, limit or restrict the Issuers and Murphy USAs ability (as
well as the ability of the Restricted Subsidiaries (as defined in
the Indenture)) to: incur, assume or guarantee additional
indebtedness; make certain investments or pay dividends or
distributions on its capital stock or purchase, redeem or retire
capital stock or make certain other restricted payments; sell
assets, including capital stock of the Restricted Subsidiaries;
restrict dividends or other payments by Restricted Subsidiaries;
create liens or use assets as security in other transactions;
enter into transactions with affiliates; and enter into mergers
and consolidations, or sell, convey, transfer, lease or otherwise
dispose of all or substantially all of its property and assets.
However, most of the covenants will be suspended during any
period when both SP Global Ratings and Moodys Investors Service,
Inc. assign the Notes an investment grade rating and no default
has occurred and is continuing under the Indenture.
The Indenture provides for customary events of default (subject
in certain cases to customary grace and cure periods), which
include nonpayment, breach of covenants in the Indenture, payment
defaults or acceleration of other indebtedness, failure to pay
certain judgments and certain events of bankruptcy and
insolvency.
The Notes were offered and sold to an underwriting agreement (the
Underwriting Agreement), dated as of April 20, 2017, among the
Murphy Parties and J.P. Morgan Securities LLC, as representative
of the several underwriters named therein (the Underwriters),
under the Issuers automatic shelf registration statement, as
amended (the Registration Statement), on Form S-3 (File
No.333-213416), including a prospectus dated August 31, 2016 and
a prospectus supplement dated April20, 2017. The Underwriting
Agreement contains customary representations, warranties and
covenants of the Murphy Parties, conditions to closing,
indemnification obligations of the Murphy Parties and the
Underwriters, and termination and other customary provisions.
The foregoing description does not purport to be complete and is
qualified in its entirety by reference to the Indenture, the form
of the Notes and the Underwriting Agreement, each of which is
incorporated by reference into the Registration Statement and is
attached hereto as Exhibits 4.1, 4.2and 1.1, respectively.
In addition, in connection with the offering of the Notes, Murphy
USA is filing opinions of counsel addressing the validity of the
Notes and the related guarantees. Such opinions are incorporated
by reference into the Registration Statement and are attached
hereto as Exhibits 5.1, 5.2, 5.3 and 5.4.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 1.1 |
Underwriting Agreement dated as of April 20, 2017 among Murphy Oil USA, Inc., Murphy USA Inc., the guarantor parties named on Schedule 2 thereto and J.P. Morgan Securities LLC, as representative of the several underwriters named therein. |
| 4.1 |
Indenture dated as of April 25, 2017 among Murphy Oil USA, Inc., Murphy USA Inc., as a guarantor, the other guarantors party thereto and U.S. National Bank Association, as trustee. |
| 4.2 | Form of 5.625% Notes due 2027 (included in Exhibit 4.1). |
| 5.1 | Opinion of Davis Polk Wardwell LLP. |
| 5.2 |
Opinion of Jackson Walker L.L.P. with respect to 864 Beverage, Inc. |
| 5.3 |
Opinion of Andersen, Lauritsen Brower with respect to 591 Beverage, Inc. |
| 5.4 |
Opinion of Friday, Eldredge Clark LLP with respect to El Dorado Properties LLC. |
| 23.1 | Consent of Davis Polk Wardwell LLP (included in Exhibit 5.1). |
| 23.2 | Consent of Jackson Walker L.L.P. (included in Exhibit 5.2). |
| 23.3 |
Consent of Andersen, Lauritsen Brower (included in Exhibit 5.3). |
| 23.4 |
Consent of Friday, Eldredge Clark LLP (included in Exhibit 5.4). |
About MURPHY USA INC. (NYSE:MUSA)
Murphy USA Inc. (Murphy USA) is engaged in the marketing of retail motor fuel products and convenience merchandise through a chain of retail stores. The Company operates through the Marketing segment. The Marketing segment includes its retail marketing sites and product supply, and wholesale assets. Its retail stores are located in over 20 states, in the Southwest, Southeast and Midwest United States. Of these stores, over 1,110 are branded Murphy USA and over 220 are standalone Murphy Express locations. Its retail stores under the brand name Murphy USA participate in the Walmart discount program. Its business also includes certain product supply and wholesale assets, including product distribution terminals and pipeline positions. In addition to the motor fuel sold at its stores, its stores carry snacks, beverages, tobacco products and non-food merchandise, including private label products, such as an isotonic drink offered in various flavors and a private label energy drink. MURPHY USA INC. (NYSE:MUSA) Recent Trading Information
MURPHY USA INC. (NYSE:MUSA) closed its last trading session 00.00 at 70.47 with 588,276 shares trading hands.