Attached files
| file | filename |
|---|---|
| EX-1.1 - TERMS AGREEMENT - MURPHY OIL CORP | d355530dex11.htm |
| EX-4.2 - FIRST SUPPLEMENTAL INDENTURE - MURPHY OIL CORP | d355530dex42.htm |
| EX-5.1 - OPINION OF DAVIS POLK & WARDWELL LLP - MURPHY OIL CORP | d355530dex51.htm |
| EX-4.1 - INDENTURE - MURPHY OIL CORP | d355530dex41.htm |
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): May 15, 2012
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 8.01. | Other Events. |
On May 15, 2012, Murphy Oil Corporation (the “Company”) priced an offering of $500,000,000 aggregate principal amount of its 4.00% Notes due 2022 (the “Notes”). The Notes were offered and sold pursuant to Terms Agreement (the “Terms Agreement”) dated May 15, 2012 (incorporating the Underwriting Agreement Standard Provisions dated May 15, 2012) among the Company and J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC, as representatives 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. 333-161688), including a prospectus dated September 2, 2009 and a prospectus supplement dated May 15, 2012. 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.
On May 18, 2012, the Company entered into an indenture (the “Base Indenture”) and the first supplemental indenture thereto (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) with U.S. Bank National Association, as trustee, providing for the issuance of the Notes. The issuance of the Notes is scheduled to close on May 18, 2012.
The Notes bear interest at 4.00% per annum. Interest is payable on June 1 and December 1 of each year, beginning December 1, 2012, until the maturity date of June 1, 2022. The Company may redeem the Notes, in whole or in part, at any time at the applicable redemption price.
The Indenture contains certain restrictions, including a limitation that restricts the Company’s ability and the ability of its restricted subsidiaries to incur liens and enter into sale and leaseback transactions. The Indenture also restricts the ability of the Company to merge or consolidate with any other corporation or sell or convey all or substantially all of its assets.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Terms Agreement, the Base Indenture 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, Exhibit 4.1 and Exhibit 4.2, respectively.
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 |
| (d) | Exhibits |
The following exhibits are filed as part of this Current Report:
| 1.1 | Terms Agreement dated as of May 15, 2012 among Murphy Oil Corporation and J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC, as representatives 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 trustee |
| 4.2 | First Supplemental Indenture dated as of May 18, 2012 between Murphy Oil Corporation and U.S. Bank National Association, as trustee (including the Form of 4.00% Notes due 2022) |
| 5.1 | Opinion of Davis Polk & Wardwell LLP |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) |
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.
| MURPHY OIL CORPORATION | ||
| By: | /s/ John W. Eckart | |
| Name: John W. Eckart | ||
| Title: Senior Vice President and Controller | ||
Date: May 18, 2012
Exhibit Index
| 1.1 | Terms Agreement dated as of May 15, 2012 among Murphy Oil Corporation and J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC, as representatives 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 trustee |
| 4.2 | First Supplemental Indenture dated as of May 18, 2012 between Murphy Oil Corporation and U.S. Bank National Association, as trustee (including the Form of 4.00% Notes due 2022) |
| 5.1 | Opinion of Davis Polk & Wardwell LLP |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) |