0001193125-19-290517.txt : 20191113
0001193125-19-290517.hdr.sgml : 20191113
20191113073343
ACCESSION NUMBER: 0001193125-19-290517
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 20
CONFORMED PERIOD OF REPORT: 20191113
ITEM INFORMATION: Regulation FD Disclosure
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20191113
DATE AS OF CHANGE: 20191113
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MURPHY OIL CORP
CENTRAL INDEX KEY: 0000717423
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 710361522
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08590
FILM NUMBER: 191211686
BUSINESS ADDRESS:
STREET 1: 300 PEACH STREET
STREET 2: PO BOX 7000
CITY: EL DORADO
STATE: AR
ZIP: 71731-7000
BUSINESS PHONE: 8708626411
MAIL ADDRESS:
STREET 1: 300 PEACH STREET
STREET 2: PO BOX 7000
CITY: EL DORADO
STATE: AR
ZIP: 71731-7000
FORMER COMPANY:
FORMER CONFORMED NAME: MURPHY OIL CORP /DE
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: NEW MURPHY OIL CORP /DE
DATE OF NAME CHANGE: 19831115
8-K
1
d811435d8k.htm
8-K
8-K
Date of report (Date of earliest event reported): November 13, 2019
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.)
300 Peach Street P.O. Box 7000 El Dorado, Arkansas
71730-7000
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange
on which registered
Common Stock, $1.00 Par Value
MUR
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 ☐
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 7.01.
Regulation FD Disclosure.
On November 13, 2019, Murphy Oil Corporation (the “Company”) announced (i) the public offering (the “Offering”) of $550.0 million aggregate principal amount of senior notes due 2027 and (ii) the commencement of cash tender offers (the “Tender Offers”) to purchase up to $550.0 million aggregate principal amount of its outstanding 4.000% senior notes due 2022 and 3.700% senior notes due 2022.
The Offering is subject to market conditions. Consummation of the Tender Offers is conditioned upon the Company’s successful completion of one or more debt financing transactions, such as the Offering, with aggregate gross proceeds of at least $550 million and other customary conditions described in the offer to purchase dated November 13, 2019. Copies of the press releases relating to the Offering and the Tender Offers are attached as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any securities. In addition, this Current Report on Form 8-K is neither an offer to purchase nor the solicitation of an offer to sell any notes.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
This Current Report on Form 8-K, including the information furnished pursuant to Item 7.01 and the related Item 9.01 hereto, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified through the inclusion of words such as “aim”, “anticipate”, “believe”, “drive”, “estimate”, “expect”, “expressed confidence”, “forecast”, “future”, “goal”, “guidance”, “intend”, “may”, “objective”, “outlook”, “plan”, “position”, “potential”, “project”, “seek”, “should”, “strategy”, “target”, “will” or variations of such words and other similar expressions. 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 these future events or results not to occur as implied by any forward-looking statement include, but are not limited to: increased volatility or deterioration in the success rate of our exploration programs or in our ability to maintain production rates and replace reserves; reduced customer demand for our products due to environmental, regulatory, technological or other reasons; adverse foreign exchange movements; political and regulatory instability in the markets where we do business; natural hazards impacting our operations; any other deterioration in our business, markets or prospects; any failure to obtain necessary regulatory approvals; any inability to service or refinance our outstanding debt or to access debt markets at acceptable prices; adverse developments in the U.S. or global capital markets, credit markets or economies in general; and risks that the Offering or the Tender Offers are not consummated on the anticipated terms, if at all. For further discussion of factors that could cause one or more of these future events or results not to occur as implied by any forward-looking statement, see “Risk Factors” in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K that we file, available from the SEC’s website. Murphy Oil Corporation undertakes no duty to publicly update or revise any forward-looking statements.
1
Item 8.01.
Other Events.
In connection with the Offering described above, the Company is filing the consents of Ryder Scott Company, L.P. and McDaniel & Associates Consultants Ltd. as Exhibits 23.1 and 23.2, respectively.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
SIGNATURES
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.
Date: November 13, 2019
MURPHY OIL CORPORATION
By:
/s/ Christopher D. Hulse
Name:
Christopher D. Hulse
Title:
Vice President and Controller
3
EX-23.1
2
d811435dex231.htm
EX-23.1
EX-23.1
Exhibit 23.1
TBPE REGISTERED ENGINEERING
FIRM F-1580
FAX (713) 651-0849
1100 LOUISIANA SUITE 4600
HOUSTON, TEXAS 77002-5294
TELEPHONE (713) 651-9191
CONSENT OF RYDER SCOTT COMPANY, L.P.
We hereby consent to the incorporation by reference in the Registration Statement (File
No. 333-226494) on Form S-8, the Registration Statement (File No. 333-227875) on Form
S-3 of Murphy Oil Corporation, and of the reference to our reports regarding certain assets in the United States, Malaysia, and Brunei effective December 31, 2018 and dated January 18, 2019 for
Murphy Oil Corporation, which appears in the December 31, 2018 annual report on Form 10-K of Murphy Oil Corporation, including any reference to our firm under the heading Experts.
/s/ Ryder Scott Company, L.P.
RYDER SCOTT COMPANY, L.P.
TBPE Firm Registration No. F-1580
Houston, Texas
November 5, 2019
SUITE 800, 350 7TH AVENUE,
S.W. CALGARY, ALBERTA T2P 3N9 TEL (403) 262-2799 FAX (403)
262-2790
621 17TH STREET, SUITE 1550 DENVER, COLORADO
80293-1501 TEL (303) 623-9147 FAX (303) 623- 4258
EX-23.2
3
d811435dex232.htm
EX-23.2
EX-23.2
Exhibit 23.2
Trond Mathisen
General Manager - Corporate Reserves Group
Murphy Oil Corporation
9805 Katy Freeway, Suite G-200
Houston, TX 77024
We hereby consent to the reference of our firm and to the use of our reports conducting an audit of the Canadian Oil and Gas Properties for
the Greater Kaybob and Hibernia Main, Hibernia Southern Extension and the Terra Nova projects effective December 31, 2018 and dated February 5, 2019 in the Murphy Oil Corporation Registration Statement
Form S-8, No. 333-226494 and Registration Statement Form S-3,
No. 333-227875 and in any related prospectus, including any reference to our firm under the heading Experts in such prospectus.
EL DORADO, Arkansas, November 13, 2019 Murphy Oil Corporation (the Company) (NYSE:MUR) announced today that, subject to market
conditions, it intends to offer $550 million of Senior Notes due 2027 pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission (SEC).
The Company expects to use the net proceeds from the offering, plus cash on hand, to (i) fund the cash tender offers (the Tender Offers)
announced today to purchase up to $550 million aggregate principal amount of its outstanding 4.000% Senior Notes due 2022 and 3.700% Senior Notes due 2022 pursuant to the terms and conditions set forth in the Offer to Purchase for the Tender
Offers and (ii) pay any related premiums, penalties, fees and expenses in connection with the foregoing.
J.P. Morgan, BofA Securities and MUFG are
acting as physical joint book-running managers for the offering. The offering is being made under an automatic shelf registration statement on Form S-3 (Registration
No. 333-227875) filed by the Company with the SEC and only by means of a prospectus supplement and accompanying prospectus. An investor may obtain free copies of the prospectus supplement and accompanying
prospectus related to the offering by visiting EDGAR on the SEC website, www.sec.gov, or by contacting:
J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 1-866-803-9204
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In
addition, this news release does not constitute an offer to purchase or the solicitation of an offer to sell any securities.
ABOUT MURPHY OIL
CORPORATION
Murphy Oil Corporation is a global independent oil and natural gas exploration and production company. The Companys diverse resource
base includes production from North America onshore plays in the Eagle Ford Shale, Kaybob Duvernay, Tupper Montney and Placid Montney, as well as offshore Gulf of Mexico and Canada.
FORWARD-LOOKING STATEMENTS
This news release contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified through the inclusion of words such as aim, anticipate,
believe, drive, estimate, expect, expressed confidence, forecast, future, goal, guidance, intend, may,
objective, outlook, plan, position, potential, project, seek, should, strategy, target, will or variations of such
words and other similar expressions. These statements, which express managements current views concerning future events or results, are subject to inherent risks and uncertainties. Factors that could cause one or more of these future events or
results not to occur as implied by any forward-looking statement include, but are not limited to: increased volatility or deterioration in the success rate of our exploration programs or in our ability to maintain production rates and replace
reserves; reduced customer demand for our products due to environmental, regulatory, technological or other reasons; adverse foreign exchange movements; political and regulatory instability in the markets where we do business; natural hazards
impacting our operations; any other deterioration in our business, markets or prospects; any failure to obtain necessary regulatory approvals; any inability to service or refinance our outstanding debt or to access debt markets at acceptable prices;
and adverse developments in the U.S. or global capital markets, credit markets or economies in general. For further discussion of factors that could cause one or more of these future events or results not to occur as implied by any forward-looking
statement, see Risk Factors in our most recent Annual Report on Form 10-K filed with the SEC and any subsequent Quarterly Report on Form 10-Q or Current
Report on Form 8-K that we file, available from the SECs website. Murphy Oil Corporation undertakes no duty to publicly update or revise any forward-looking statements.
Investor Contacts:
Kelly Whitley,
kelly_whitley@murphyoilcorp.com, 281-675-9107
EL DORADO, Arkansas, November 13, 2019 Murphy Oil Corporation (the Company) (NYSE:MUR) announced today that it has commenced cash
tender offers (the Tender Offers) to purchase up to $550 million aggregate principal amount (as it may be increased by the Company, the Tender Cap) of its outstanding 4.000% Senior Notes due 2022 and 3.700% Senior Notes
due 2022 (collectively, the Notes).
The terms and conditions of the Tender Offers are described in an Offer to Purchase dated
November 13, 2019 (the Offer to Purchase). The Company intends to fund the Tender Offers with the net proceeds of its proposed offering of debt securities announced today (the Debt Financing) together with cash on hand.
The following table sets forth certain terms of the Tender Offers (certain capitalized terms are defined below):
Title
CUSIP
No.
Aggregate Principal Amount Outstanding
Acceptance
Priority Level
Per $1,000 Principal
Amount
Tender Offer Consideration(1)
Early Tender Premium
Total Consideration(1)
4.000% Senior Notes due 2022
626717AD4
$
500,000,000
1
$
998.00
$
50.00
$
1,048.00
3.700% Senior Notes due 2022(2)
626717AF9
$
600,000,000
2
$
1,000.00
$
50.00
$
1,050.00
(1)
Holders will also receive accrued and unpaid interest from the applicable last interest payment with respect to
the Notes accepted for purchase to, but not including, the applicable Settlement Date. The Total Consideration includes the related Early Tender Premium.
(2)
The 3.700% Senior Notes due 2022 initially bore interest at a rate of 3.700% per annum and currently
bear interest at a rate of 4.200% per annum.
Holders of Notes that are validly tendered (and not validly withdrawn) at or prior
to 5:00 p.m., New York City time, on November 26, 2019 (such date and time, as it may be extended, the Early Tender Time) and accepted for purchase pursuant to the Tender Offers will receive the applicable Total
Consideration for such series set forth in the table above, which includes the Early Tender Premium for such series set forth in the table above. Holders tendering their
Notes after the Early Tender Time but at or prior to the Expiration Time (as defined below) will only be eligible to receive the applicable Tender Offer Consideration for such series
set forth in the table above, which is the applicable Total Consideration minus the Early Tender Premium.
All Notes validly tendered and accepted for
purchase pursuant to the Tender Offers will, in addition, receive accrued and unpaid interest from the applicable last interest payment date to, but not including, the applicable Settlement Date.
The Tender Offers will expire at 11:59 p.m., New York City time, on December 11, 2019, unless extended or earlier terminated by the Company (the
Expiration Time). Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on November 26, 2019, unless extended by the Company (such date and time, as it may be extended, the Withdrawal Time).
Holders who tender their Notes after the Withdrawal Time, but prior to the Expiration Time, may not withdraw their Notes unless withdrawal rights are required by applicable law.
Assuming acceptance for purchase by the Company of Notes validly tendered, (i) payment for Notes tendered at or prior to the Early Tender Time will be
made on a settlement date expected to be the business day following the Early Tender Time, or as promptly as practicable thereafter (the Early Settlement Date) and (ii) payment for Notes tendered after the Early Tender Time but at
or prior to the Expiration Time will be made on a settlement date expected to be the business day following the Expiration Time, or as promptly as practicable thereafter (the Final Settlement Date and, together with the Early Settlement
Date, each, a Settlement Date).
Notes accepted for payment on any Settlement Date will be accepted in accordance with the Acceptance
Priority Levels set forth in the table above (with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level), provided that the Company will only accept for purchase Notes in an aggregate principal amount
up to the Tender Cap, and provided further that Notes tendered at or prior to the Early Tender Time will be accepted for purchase with priority over Notes tendered after the Early Tender Time, regardless of Acceptance Priority Level.
Acceptance of tenders of Notes may be subject to proration if the aggregate principal amount of tendered Notes would cause the Tender Cap to be exceeded.
Furthermore, if the Tender Offers with respect to the Notes are fully subscribed as of the Early Tender Time, Holders who tender Notes after the Early Tender Time will not have any of such Notes accepted for purchase, unless, subject to proration,
the Company increases the Tender Cap, which the Company is entitled to do at the Companys sole discretion.
The Company reserves the right, but is under no obligation, to increase the Tender Cap at any time, subject
to compliance with applicable law, which could result in the Company purchasing a greater aggregate principal amount of Notes in the Tender Offers. There can be no assurance that the Company will increase the Tender Cap. If the Company increases the
Tender Cap, it does not expect to extend the Withdrawal Time, subject to applicable law. Accordingly, Holders should not tender any Notes that they do not wish to have accepted for purchase in the Tender Offers.
The consummation of the Tender Offers is not conditioned upon any minimum amount of Notes being tendered. However, the Tender Offers are subject to, and
conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including completion of the Debt Financing.
This
press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The offer is
being made solely pursuant to terms and conditions set forth in the Offer to Purchase. Nothing contained herein shall constitute an offer of the debt securities that are subject of the Debt Financing.
The dealer manager for the Tender Offers is J.P. Morgan Securities LLC (the Dealer Manager). Any questions regarding the terms of the Tender
Offers should be directed to the Dealer Manager at (212) 834-3424 (collect) or (866) 834-4666 (toll-free). Any questions regarding procedures for tendering Notes should
be directed to the Information Agent for the Tender Offers, Global Bondholder Services Corporation, toll-free at (866) 794-2200 (banks and brokers call (212) 430-3774)
or 65 Broadway, Suite 404, New York, NY 10006.
Copies of the Offer to Purchase are available from the Information Agent and Depositary and at the
following web address: http://www.gbsc-usa.com/MUR.
ABOUT MURPHY OIL CORPORATION
Murphy Oil Corporation is a global independent oil and natural gas exploration and production company. The Companys diverse resource base includes
production from North America onshore plays in the Eagle Ford Shale, Kaybob Duvernay, Tupper Montney and Placid Montney, as well as offshore Gulf of Mexico and Canada.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express
managements current views concerning future events or results, are subject to inherent risks and uncertainties. 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 Murphys exploration programs, the companys ability to maintain production rates and replace reserves, customer
demand for Murphys products, adverse foreign exchange movements, political and regulatory instability, adverse developments in the U.S. or global capital markets, credit markets or economies generally, uncontrollable natural hazards and our
ability to consummate the Debt Financing, as well as those contained under the caption Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018. We undertake no duty
to publicly update or revise any forward-looking statements.
Investor Contacts:
Kelly Whitley, kelly_whitley@murphyoilcorp.com, 281-675-9107
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
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