UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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): November 11, 2013
MURPHY OIL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-8590 | 71-0361522 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 200 Peach Street P.O. Box 7000, El Dorado, Arkansas |
71731-7000 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 870-862-6411
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On November 11, 2013, Murphy Oil Corporation (the “Company”) entered into an agreement with Wells Fargo Bank, N.A. to effect a variable term, capped accelerated share repurchase transaction (the “ASR”) to repurchase an aggregate $250 million of the Company’s common stock. The Company will repurchase shares under the ASR as part of the board authorized program to repurchase up to $1 billion of the Company’s stock as previously announced on October 16, 2012 and recently extended to April 15, 2014. The Company had earlier repurchased an aggregate of $500 million of the Company’s common stock under previously announced ASR transactions.
A full text of a news release announcing the ASR is attached as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 99.1 | A news release dated November 11, 2013 announcing an ASR is attached hereto as Exhibit 99.1. | |
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/ John W. Eckart | |
| John W. Eckart | ||
| Senior Vice President and Controller | ||
Date: November 12, 2013
Exhibit Index
| 99.1 | News release dated November 11, 2013, as issued by Murphy Oil Corporation. | |
Exhibit 99.1
MURPHY OIL CORPORATION ANNOUNCES $250 MILLION
ACCELERATED SHARE REPURCHASE TRANSACTION
EL DORADO, Arkansas, EL DORADO, Arkansas, November 11, 2013 – Murphy Oil Corporation (NYSE:MUR) (“the Company”) announced today that it has entered into a variable term, capped accelerated share repurchase transaction (the “ASR”) with Wells Fargo Bank, National Association to repurchase an aggregate of $250 million of the Company’s common stock. The ASR is part of the board authorized program to repurchase up to $1 billion of the Company’s stock announced on October 16, 2012 and recently extended to April 15, 2014. Under the program to date, the Company has repurchased slightly more than 8 million shares at a total cost of $500 million. The total aggregate number of shares of Company common stock to be repurchased pursuant to the ASR will be determined by reference to the Rule 10b-18 volume-weighted price of the Company’s common stock, less a fixed discount, over the term of the ASR, subject to a minimum number of shares. The ASR is expected to be completed no later than approximately three months following execution. All shares of the Company’s common stock delivered under the ASR will be immediately retired or converted to treasury shares.
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events or results, are subject to inherent risks and uncertainties. Factors that could cause one or more of the events forecasted in this press release not to occur include, but are not limited to, a deterioration in the business or prospects of Murphy, adverse developments in Murphy’s markets, or adverse developments in the U.S. or global capital markets, credit markets or economies generally. Factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements include, but are not limited to, the volatility and level of crude oil and natural gas prices, the level and success rate of our exploration programs, our ability to maintain production rates and replace reserves, political and regulatory instability, uncontrollable natural hazards and a failure to execute a sale of the U.K. downstream operations on acceptable terms. For further discussion of risk factors, see Murphy’s 2012 Annual Report on Form 10-K on file with the U.S. Securities and Exchange Commission. Murphy undertakes no duty to publicly update or revise any forward-looking statements.
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