Notes Offering
On August 18, 2017, Murphy Oil Corporation (the “Company”) closed its previously announced offering of $550,000,000 aggregate principal amount
of 5.750% Notes due 2025 (the “Notes”). The Notes were offered and sold pursuant to a terms agreement (the “Terms Agreement”) dated August 4, 2017 (incorporating the Underwriting Agreement Standard Provisions dated
August 4, 2017) with J.P. Morgan Securities LLC, 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. 333-207463),
including a prospectus dated October 16, 2015 and a prospectus supplement dated August 4, 2017. 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 fourth supplemental indenture dated August 18, 2017 (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 5.750% per annum.
Interest is payable on February 15 and August 15 of each year, beginning February 15, 2018. The Notes will mature on August 15, 2025. 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 or 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
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 by reference into the
Registration Statement and is attached to this Current Report on Form
8-K
as Exhibit 1.1 and Exhibit 4.1, respectively, and the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current
Report on Form
8-K
filed on May 18, 2012.
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.
Redemption of 2.500% Notes due 2017
The Company
intends to use the net proceeds from the offering of the Notes in order to redeem its 2.500% Notes due 2017 in accordance with the indenture governing such notes. This Current Report on Form
8-K
does not
constitute a notice of redemption under such indenture.