Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
On January 29, 2021, Murphy USA Inc. ("Murphy USA") entered into a Credit
Agreement among Murphy USA, Murphy Oil USA, Inc. ("Murphy Oil USA"), Royal Bank
of Canada, as term administrative agent, JPMorgan Chase Bank, N.A., as revolving
administrative agent, and the lenders party thereto (the "Credit Agreement").
The Credit Agreement provides for a secured term loan in an aggregate principal
amount of $400 million (the "Term Facility") (which was borrowed in full on
January 29, 2021) and revolving credit commitments in an aggregate amount equal
to $350 million (the "Revolving Facility", and together with the Term Facility,
the "Credit Facilities").
Interest payable on the Credit Facilities is based on either:
• the London interbank offered rate, adjusted for statutory reserve requirements
(the "Adjusted LIBO Rate")? or
• the Alternate Base Rate, which is defined as the highest of (a) the rate of
interest last quoted by The Wall Street Journal as the "Prime Rate", (b) the
greater of federal funds effective rate and the overnight bank funding rate
determined by the Federal Reserve Bank of New York from time to time plus 0.50%
per annum and (c) the one-month Adjusted LIBO Rate plus 1.00% per annum,
plus, (A) in the case of Adjusted LIBO Rate borrowings, (i) with respect to the
Revolving Facility, spreads ranging from 1.75% to 2.25% per annum depending on a
total debt to EBITDA ratio or (ii) with respect to the Term Facility, a spread
of 1.75% per annum and (B) in the case of Alternate Base Rate borrowings (i)
with respect to the Revolving Facility, spreads ranging from 0.75% to 1.25% per
annum depending on a total debt to EBITDA ratio or (ii) with respect to the Term
Facility, a spread of 0.75% per annum.
The Term Facility amortizes in quarterly installments starting with the first
day of the quarter beginning July 1, 2021 at a rate of 0.25% per annum. Murphy
USA is also required to prepay the Term Facility with a portion of its excess
cash flow, a portion of the net cash proceeds of certain asset sales, casualty
events (subject to certain reinvestment rights) and issuances of indebtedness
not permitted under the Credit Agreement and with designated proceeds received
from certain asset sales, issuances of indebtedness and sale-leaseback
transactions, subject to certain exceptions. The Credit Agreement allows Murphy
USA to prepay, in whole or in part, the Term Facility outstanding thereunder,
together with any accrued and unpaid interest, with prior notice but without
premium or penalty other than breakage and redeployment costs.
The Credit Agreement contains certain covenants that limit, among other things,
the ability of Murphy USA, Murphy Oil USA, and certain of the subsidiaries of
Murphy USA to incur additional indebtedness or liens, to make certain
investments, to enter into sale-leaseback transactions, to make certain
restricted payments, to enter into consolidations, mergers or sales of material
assets and other fundamental changes, to transact with affiliates, to enter into
agreements restricting the ability of subsidiaries to incur liens or pay
dividends, or to make certain accounting changes. The Credit Agreement also
contains customary events of default.
All obligations under the Credit Agreement are guaranteed by Murphy USA, Murphy
Oil USA and the subsidiaries of Murphy USA party thereto, and all obligations
under the Credit Agreement, including the guarantees of those obligations, are
secured by certain assets of Murphy USA, Murphy Oil USA and the subsidiaries of
Murphy USA party thereto.
The foregoing description of the Credit Agreement does not purport to be
complete and is qualified in its entirety by the full text of the Credit
Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated
by reference.
Item 7.01 Regulation FD Disclosure.
A copy of the press release of Murphy USA dated January 29, 2021 announcing
completion of the Acquisition is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in
this Item 7.01, including Exhibit 99.1, 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.
Item 8.01 Other Events.
Notes Issuance
On January 29, 2021, Murphy Oil USA issued $500,000,000 aggregate principal
amount of its 3.750% Senior Notes due 2031 (the "2031 Notes") pursuant to an
indenture (the "Indenture"), dated as of January 29, 2021, among Murphy Oil USA,
Murphy USA, as a guarantor, the other guarantors party thereto (together with
Murphy Oil USA and Murphy USA, the "Murphy Parties") and UMB Bank, N.A., as
trustee.
The 2031 Notes bear interest at a rate of 3.750% per annum. Interest on the 2031
Notes is payable on February 15 and August 15 of each year, beginning on August
15, 2021. The 2031 Notes will mature on February 15, 2031.
Murphy Oil USA may redeem the 2031 Notes, in whole or in part, at any time on or
after February 15, 2026 at the redemption prices set forth in the Indenture,
plus accrued and unpaid interest to the date of redemption. Murphy Oil USA may
also redeem the 2031 Notes, in whole or in part, at any time prior to February
15, 2026 at a "make whole" redemption price as calculated under the Indenture,
plus accrued and unpaid interest to the date of redemption. At any time prior to
February 15, 2024, Murphy Oil USA is also entitled to redeem up to 40% of the
aggregate principal amount of the 2031 Notes at a redemption price equal to
103.750% of the principal amount of the 2031 Notes redeemed, plus accrued and
unpaid interest to the redemption date, with the net cash proceeds of certain
equity offerings if at least 60% of the aggregate principal amount of the 2031
Notes remains outstanding immediately after such redemption and the redemption
occurs within 90 days of the date of such equity offering.
The Indenture contains restrictive covenants that, among other things, limit or
restrict Murphy Oil USA's and Murphy USA's ability (as well as the ability of
the Restricted Subsidiaries (as defined in the Indenture)) to: incur, assume or
guarantee additional indebtedness; make certain investments or pay dividends or
distributions on its capital stock or purchase, redeem or retire capital stock
or make certain other restricted payments; sell assets, including capital stock
of the Restricted Subsidiaries; restrict dividends or other payments by
Restricted Subsidiaries; create liens or use assets as security in other
transactions; enter into transactions with affiliates; and enter into mergers
and consolidations, or sell, convey, transfer, lease or otherwise dispose of all
or substantially all of its property and assets. However, most of the covenants
will be suspended during any period when any two of Standard & Poor's Ratings
Services, Moody's Investors Service, Inc. and Fitch Ratings Inc. assign the 2031
Notes an investment grade rating and no default has occurred and is continuing
under the Indenture.
The Indenture provides for customary events of default (subject in certain cases
to customary grace and cure periods), which include nonpayment, breach of
covenants in the Indenture, payment defaults or acceleration of other
indebtedness, failure to pay certain judgments and certain events of bankruptcy
and insolvency.
The 2031 Notes were offered in the United States and sold only to persons
reasonably believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act"), and outside
the United States to non-U.S. persons pursuant to Regulation S under the
Securities Act. The 2031 Notes have not been and will not be registered under
the Securities Act or any state securities law and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the Indenture and the form of the 2031 Notes, each
of which is attached hereto as Exhibits 4.1 and 4.2, respectively, and
incorporated herein by reference.
Quick Chek Acquisition
On January 29, 2021, Murphy USA completed the acquisition (the "Acquisition")
contemplated by the Agreement and Plan of Merger (the "Merger Agreement") dated
as of December 12, 2020, by and among Murphy USA, Quick Chek Corporation, a New
Jersey corporation ("QuickChek"), Murphy USA NJ, Inc., a New Jersey corporation
and a wholly owned subsidiary of Murphy USA ("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), as amended by
the Amendment to Agreement and Plan of Merger dated as of January 29, 2021, by
and among Murphy USA, QuickChek, Merger Sub and Fortis Advisors LLC (the "Merger
Agreement Amendment").
Upon completion of the Acquisition, Merger Sub merged with and into QuickChek
with QuickChek surviving such merger as a wholly owned subsidiary of Murphy USA,
in exchange for approximately $645 million in cash, which was financed from
borrowings under the Credit Agreement described in Item 2.03 and the 2031 Notes
described in Item 8.01.
The foregoing description of the Acquisition, the Merger Agreement and the
Merger Agreement Amendment do not purport to be complete and is qualified in its
entirety by the full text of the Merger Agreement and the Merger Agreement
Amendment, each of which is attached hereto as Exhibits 2.1 and 2.2,
respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description of Exhibit
Number
2.1 Agreement and Plan of Merger, dated as of December 12, 2020, by and
among Murphy USA Inc., Quick Chek Corporation, Murphy USA NJ, Inc. and
Fortis Advisors LLC, solely in its capacity as the Shareholder
Representative.*
2.2 Amendment to Agreement and Plan of Merger, dated as of January 29,
2021, by and among Murphy USA Inc., Quick Chek Corporation, Murphy USA
NJ, Inc. and Fortis Advisors LLC.
4.1 Indenture, dated as of January 29, 2021, by and among Murphy Oil USA,
Inc., Murphy USA Inc., as a guarantor, the other guarantors party thereto
and UMB Bank, N.A., as trustee.
4.2 Form of 3.750% Notes due 2031 (included in Exhibit 4.1).
10.1 Credit Agreement, dated as of January 29, 2021, by and among Murphy USA
Inc., Murphy Oil USA, Inc., Royal Bank of Canada, as term administrative
agent, JPMorgan Chase Bank, N.A., as revolving administrative agent, and
the lenders party thereto.
99.1 Press Release of Murphy USA Inc. dated January 29, 2021.
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline
XBRL.
* Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. Murphy USA Inc. will furnish the omitted exhibits and schedules
to the Securities and Exchange Commission upon request.
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