Item 1.01. Entry into a Material Definitive Agreement.
On December 12, 2020, Murphy USA Inc., a Delaware corporation (the "Company"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") by and
among the Company, Quick Chek Corporation, a New Jersey corporation
("QuickChek"), Murphy USA NJ, Inc., a New Jersey corporation and a wholly owned
subsidiary of the Company ("Merger Sub"), and Fortis Advisors LLC, a Delaware
limited liability company, solely in its capacity as the Shareholder
Representative (as defined in the Merger Agreement). Pursuant to the terms and
conditions of the Merger Agreement, on the closing date (the "Closing Date"),
Merger Sub will merge with and into QuickChek, with QuickChek surviving such
merger as a wholly owned subsidiary of the Company (the "QuickChek
Acquisition").
The aggregate purchase price payable by the Company on the Closing Date is $645
million in cash, subject to customary adjustments for cash, debt, net working
capital and transaction expenses. The closing of the QuickChek Acquisition is
subject to customary closing conditions, including the expiration or termination
of the applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended. The shareholders of QuickChek have approved
the transaction and no further shareholder approvals are required. The Company
expects to finance the acquisition with a combination of cash-on-hand, existing
credit facilities and the proceeds of new debt financing, and in connection with
the acquisition has obtained committed financing from the Royal Bank of Canada.
The Merger Agreement contains customary representations, warranties and
covenants of the Company, Merger Sub and QuickChek. From the date of the Merger
Agreement until the Closing Date, QuickChek is, with limited exceptions,
required to conduct its business in the ordinary course consistent with past
practice and to comply with certain covenants regarding the operation of its
business.
The Merger Agreement provides for certain termination rights of the Company and
QuickChek, including termination by the Company or QuickChek if the closing has
not been consummated on or before March 12, 2021, but only if the party
terminating the Merger Agreement (and in the case of the Company, Merger Sub)
has not breached its obligations under the Merger Agreement, which breach
materially contributed to the failure of the consummation of the transactions
contemplated by the Merger Agreement.
The above description of the Merger Agreement does not purport to be complete
and is included solely as a summary of the material terms of the Merger
Agreement, a copy of which will be filed as an exhibit to the Company's annual
report on Form 10-K for the fiscal year ended December 31, 2020. The Merger
Agreement contains representations and warranties made by the Company, Merger
Sub and QuickChek to, and solely for the benefit of, each other. The assertions
embodied in the representations and warranties of QuickChek contained in the
Merger Agreement are qualified by information in disclosure schedules provided
by QuickChek to the Company and Merger Sub in connection with the signing of the
Merger Agreement. While the Company does not believe that these disclosure
schedules contain information that the securities laws will require the Company
to publicly disclose, other than information that has already been so disclosed,
they do contain information that modifies, qualifies and creates exceptions to
the representations and warranties of QuickChek set forth in the Merger
Agreement. Investors should not rely on the representations and warranties in
the Merger Agreement as characterizations of the actual state of facts about the
parties, because they were only made as of the date of the Merger Agreement and
the representations and warranties of QuickChek are modified in important part
by the underlying disclosure schedules. Moreover, certain representations and
warranties in the Merger Agreement were used for the purpose of allocating risk
between the Company, Merger Sub and QuickChek rather than establishing matters
as fact. Finally, information concerning the subject matter of the
representations and warranties may have changed since the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in the
Company's public disclosures.
Item 7.01. Regulation FD Disclosure
On December 14, 2020, the Company and QuickChek issued a joint press release
announcing their entry into the Merger Agreement, which is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
On December 14, 2020, the Company issued an investor presentation entitled
"Supplemental Presentation: Agreement to Acquire QuickChek," which is attached
as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by
reference.
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Pursuant to General Instruction B.2. to Form 8-K, the information set forth in
this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed
"filed" purposes of Section 18 of the Securities and Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this current report on Form 8-K contain or may suggest
"forward-looking" information (as defined in the Private Securities Litigation
Reform Act of 1995) that involve risk and uncertainties, including, but not
limited to our M&A activity, anticipated store openings, fuel margins,
merchandise margins, sales of RINs, trends in the Company's operations,
dividends and share repurchases. Such statements are based upon the current
beliefs and expectations of the Company's management and are subject to
significant risks and uncertainties. Actual future results may differ materially
from historical results or current expectations depending upon factors
including, but not limited to: the Company's ability to consummate the
acquisition of QuickChek on the stated terms or at all; the Company's ability to
realize projected synergies from the acquisition of QuickChek and successfully
expand our food and beverage offerings; the Company's ability to finance the
acquisition of QuickChek on acceptable terms; the Company's ability to continue
to maintain a good business relationship with Walmart; successful execution of
the Company's growth strategy, including the Company's ability to realize the
anticipated benefits from such growth initiatives, and the timely completion of
construction associated with the Company's newly planned stores which may be
impacted by the financial health of third parties; the Company's ability to
effectively manage the Company's inventory, disruptions in the Company's supply
chain and the Company's ability to control costs; the impact of severe weather
events, such as hurricanes, floods and earthquakes; the impact of a global
health pandemic, such as COVID-19 including the impact on the Company's fuel
volumes if the gradual recoveries experienced in Q2 2020 stall or reverse as a
result of any resurgence in COVID-19 infection rates and government reaction in
response thereof; the impact of any systems failures, cybersecurity and/or
security breaches, including any security breach that results in theft, transfer
or unauthorized disclosure of customer, employee or company information or the
Company's compliance with information security and privacy laws and regulations
in the event of such an incident; successful execution of the Company's
information technology strategy; future tobacco or e-cigarette legislation and
any other efforts that make purchasing tobacco products more costly or difficult
could hurt the Company's revenues and impact gross margins; changes to the
Company's capital allocation, including the timing, declaration, amount and
payment of any future dividends or levels of the Company's share repurchases, or
management of operating cash; the market price of the Company's stock prevailing
from time to time, the nature of other investment opportunities presented to the
Company from time to time, the Company's cash flows from operations, and general
economic conditions; compliance with debt covenants; availability and cost of
credit; and changes in interest rates. The Company's SEC reports, including the
Company's most recent annual report on Form 10-K and quarterly report on Form
10-Q, contain other information on these and other factors that could affect the
Company's financial results and cause actual results to differ materially from
any forward-looking information the Company may provide. The Company undertakes
no obligation to update or revise any forward-looking statements to reflect
subsequent events, new information or future circumstances.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
Joint Press Release of the Company and QuickChek dated December 14,
99.1* 2020
Investor Presentation of Murphy USA Inc. entitled "Supplemental
99.2* Presentation: Agreement to Acquire QuickChek" dated December 14, 2020
Cover Page Interactive Data File - the cover page interactive data file
does not appear in the Interactive data File because its XBRL tags are
104 embedded within the Inline XBRL document
*Furnished herewith
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