Murphy Oil Corporation (NYSE: MUR) (“Murphy” or the “Company”)
announced today the early tender results of its previously
announced series of tender offers (the “Tender Offers”) to purchase
for cash up to $250,000,000 aggregate principal amount (the
“Maximum Aggregate Cap”) of certain of its outstanding series of
senior notes listed in the table below (collectively, the “Notes”).
The Tender Offers are being made pursuant to the terms and
conditions set forth in the Offer to Purchase, dated November 3,
2023 (as amended by this press release, the “Offer to Purchase”).
The Company refers investors to the Offer to Purchase for the
complete terms and conditions of the Tender Offers.
The Company also announced that it has amended the Tender Offers
to increase the maximum subcap (the “2027 Maximum SubCap”)
applicable to the 5.875% Senior Notes due 2027 (the “2027 Notes”)
being purchased at Acceptance Priority Level 1 from $50,000,000 to
$100,000,000, as reflected in the table below. All other terms of
the previously announced Tender Offers remain unchanged.
As of 5:00 p.m., New York City time, on November 17, 2023 (such
date and time, the “Early Tender Date”), according to information
provided to Global Bondholder Services Corporation, the tender and
information agent for the Tender Offers, the aggregate principal
amount of each series of Notes listed in the table below has been
validly tendered and not validly withdrawn in each Tender Offer.
Withdrawal rights for the Notes expired at 5:00 p.m., New York City
time, on the Early Tender Date.
Title of Security
CUSIP Number
Principal Amount
Outstanding
Maximum SubCap(1)
Acceptance Priority
Level(2)
Principal Amount Tendered at
Early Tender Date
Percentage of Outstanding
Notes Tendered
Total Consideration (3)
(4)
Aggregate Principal Amount
Accepted for Purchase
Aggregate Purchase Price(3)
(4)
5.875% Senior Notes due 2027
626717 AM4 / US626717AM42
$543,249,000
$100,000,000
1
$280,546,000
51.64%
$995
$100,000,000
$99,500,000
7.050% Senior Notes due 2029
626717 AA0 / US626717AA04
$250,000,000
N/A
2
$70,292,000
28.12%
$1,000
$70,292,000
$70,292,000
6.375% Senior Notes due 2028
626717 AN2 / US626717AN25
$451,934,000
N/A
3
$192,622,000
42.62%
$1,000
$79,708,000
$79,708,000
5.875% Senior Notes due 2027
626717 AM4 / US626717AM42
$543,249,000
N/A
4
N/A
N/A
$995
$—
$—
(1)
The 2027 Maximum SubCap represents the
maximum aggregate principal amount in respect of the 2027 Notes
being purchased at Acceptance Priority Level “1”. Acceptance for
tenders of 2027 Notes will be subject to proration at Acceptance
Priority Level “1” because the aggregate principal amount of 2027
Notes validly tendered resulted in the aggregate principal amount
of 2027 Notes exceeding the 2027 Maximum SubCap.
(2)
Subject to the Maximum Aggregate Cap and
proration, the principal amount of Notes being purchased in each
Tender Offer has been determined in accordance with the applicable
acceptance priority level (in numerical priority order) specified
in this column; provided that the Company will not accept 2027
Notes at Acceptance Priority Level “1” in an aggregate principal
amount that exceeds the 2027 Maximum SubCap.
(3)
Does not include accrued and unpaid
interest on the Notes, which will also be payable as provided
herein.
(4)
Includes the Early Tender Premium (as
defined below).
All conditions were satisfied or waived by the Company at the
Early Tender Date. The Company has elected to exercise its right to
make payment for Notes that were validly tendered at or prior to
the Early Tender Date and that are accepted for purchase on
November 22, 2023 (the “Early Settlement Date”). The Company
intends to fund the purchase of validly tendered and accepted Notes
on the Early Settlement Date with available cash on hand.
The Tender Offers are scheduled to expire at 5:00 p.m., New York
City time, on December 5, 2023. However, because the aggregate
principal amount of Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Date exceeded the Maximum
Aggregate Cap, the Company does not expect to accept for purchase
any Notes validly tendered after the Early Tender Date. As
described in the Offer to Purchase, Notes validly tendered and not
validly withdrawn on or prior to the Early Tender Date will be
accepted based on the acceptance priority levels, and with respect
to the 2027 Notes, the 2027 Maximum SubCap, noted in the table
above.
As the aggregate principal amount of 2027 Notes validly tendered
and not validly withdrawn exceeds the 2027 Maximum SubCap at
Acceptance Priority Level “1” and the aggregate principal amount of
7.050% Senior Notes due 2029 (the “2029 Notes”) and 6.375% Senior
Notes due 2028 (the “2028 Notes”) validly tendered and not validly
withdrawn, when combined with a principal amount of 2027 Notes
equal to the 2027 Maximum SubCap, exceeded the Maximum Aggregate
Cap, the 2027 Notes at Acceptance Priority Level “1” will be
accepted on a pro rata basis and will be subject to a proration
factor of approximately 35.8%. All 2029 Notes validly tendered and
not validly withdrawn will be accepted for purchase, and the 2028
Notes will be accepted for purchase on a pro rata basis and will be
subject to a proration factor of approximately 41.5%.
Notes tendered and not purchased on the Early Settlement Date
will be returned to holders promptly after the Early Settlement
Date. The consideration to be paid for the Notes validly tendered
and not validly withdrawn per $1,000 principal amount of such Notes
validly tendered and accepted for purchase pursuant to the
applicable Tender Offer is the amount set forth in the table above
under the heading “Total Consideration.” The amounts set forth in
the table above under “Total Consideration” include an early tender
premium of $50 per $1,000 principal amount of Notes accepted for
purchase (the “Early Tender Premium”). Each holder who validly
tendered and did not validly withdraw its Notes at or prior to the
Early Tender Date and whose Notes are accepted for purchase will be
entitled to receive the applicable “Total Consideration” set forth
in the table above under the heading “Total Consideration,” which
includes the Early Tender Premium. All holders of Notes accepted
for purchase will also receive accrued interest from, and
including, the most recent applicable interest payment date
preceding the Early Settlement Date to, but not including, the
Early Settlement Date, if and when such Notes are accepted for
payment.
INFORMATION RELATING TO THE TENDER OFFERS
The complete terms and conditions of the Tender Offers are set
forth in the Offer to Purchase. Investors with questions regarding
the terms and conditions of the Tender Offers may contact J.P.
Morgan Securities LLC at (866) 834-4666 (toll-free) or (212)
834-4087 (collect).
Global Bondholder Services Corporation is the tender and
information agent for the Tender Offers. Any questions regarding
procedures for tendering Notes or request for copies of the Offer
to Purchase should be directed to Global Bondholder Services
Corporation by any of the following means: by telephone at (855)
654-2014 (toll-free) or (212) 430-3774 (collect); by email at
contact@gbsc-usa.com; or by internet at the following web address:
https://www.gbsc-usa.com/MUR/.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders with respect to, the Notes. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such an offer, solicitation or sale would be unlawful. The
Tender Offers are being made solely pursuant to the Offer to
Purchase made available to holders of the Notes. None of the
Company or its affiliates, their respective boards of directors,
the dealer manager, the tender and information agent or the trustee
with respect to any series of Notes is making any recommendation as
to whether or not holders should tender or refrain from tendering
all or any portion of their Notes in response to the tender offers.
Holders are urged to evaluate carefully all information in the
Offer to Purchase, consult their own investment and tax advisors
and make their own decisions whether to tender Notes in the Tender
Offers, and, if so, the principal amount of Notes to tender.
ABOUT MURPHY OIL CORPORATION
As an independent oil and natural gas exploration and production
company, Murphy Oil Corporation believes in providing energy that
empowers people by doing right always, staying with it and thinking
beyond possible. Murphy challenges the norm, taps into its strong
legacy and uses its foresight and financial discipline to deliver
inspired energy solutions. Murphy sees a future where it is an
industry leader who is positively impacting lives for the next 100
years and beyond. Additional information can be found on the
company’s website at www.murphyoilcorp.com.
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 management’s
current views concerning future events, results and plans, are
subject to inherent risks, uncertainties and assumptions (many of
which are beyond our control) and are not guarantees of
performance. In particular, statements, express or implied,
concerning the Company’s future operating results or activities and
returns or the Company's ability and decisions to replace or
increase reserves, increase production, generate returns and rates
of return, replace or increase drilling locations, reduce or
otherwise control operating costs and expenditures, generate cash
flows, pay down or refinance indebtedness, achieve, reach or
otherwise meet initiatives, plans, goals, ambitions or targets with
respect to emissions, safety matters or other ESG
(environmental/social/governance) matters, make capital
expenditures or pay and/or increase dividends or make share
repurchases and other capital allocation decisions are
forward-looking statements. Factors that could cause one or more of
these future events, results or plans not to occur as implied by
any forward-looking statement, which consequently could cause
actual results or activities to differ materially from the
expectations expressed or implied by such forward-looking
statements, include, but are not limited to: macro conditions in
the oil and gas industry, including supply/demand levels, actions
taken by major oil exporters and the resulting impacts on commodity
prices; 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; the
impact on our operations or market of health pandemics such as
COVID-19 and related government responses; other natural hazards
impacting our operations or markets; 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, banking system or economies in general; and our ability to
consummate the Tender Offers 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 and from Murphy Oil Corporation’s website at
http://ir.murphyoilcorp.com. Murphy Oil Corporation undertakes no
duty to publicly update or revise any forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20231117507203/en/
Investor Contacts: InvestorRelations@murphyoilcorp.com
Kelly Whitley, 281-675-9107 Megan Larson, 281-675-9470
Murphy Oil (NYSE:MUR)
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