Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
MUSA > SEC Filings for MUSA > Form 8-K on 5-Sep-2013All Recent SEC Filings

Show all filings for MURPHY USA INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MURPHY USA INC.


5-Sep-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposit


Item 1.01 Entry into a Material Definitive Agreement.

Completion of Spin-Off

On August 30, 2013 (the "Effective Date"), the previously announced spin-off of Murphy USA Inc. ("Murphy USA") from Murphy Oil Corporation ("Murphy Oil") was completed. Murphy USA became an independent company that operates the U.S. retail marketing business previously owned by Murphy Oil. The spin-off was completed through the distribution to Murphy Oil's stockholders of record of all the shares of common stock of Murphy USA. In the distribution, Murphy Oil distributed to its stockholders one share of Murphy USA common stock for every four shares of Murphy Oil common stock outstanding as of 5:00 p.m. New York City time on August 21, 2013, the record date for the distribution.

In connection with the spin-off, Murphy USA entered into several definitive agreements with Murphy Oil that, among other things, effect the spin-off and provide a framework for its relationship with Murphy Oil after the spin-off, including the following agreements:

Separation and Distribution Agreement;

Tax Matters Agreement;

Transition Services Agreement;

Employee Matters Agreement;

Trademark License Agreement;

Lease Agreement for 200 Peach Street, El Dorado, Arkansas;

Hangar Rental Agreement;

Aircraft Maintenance Labor Pooling Agreement; and

Airplane Interchange Agreement.

Separation and Distribution Agreement. The Separation and Distribution Agreement governs the terms of the spin-off of the U.S. retail marketing business from Murphy Oil's other businesses. Generally, the Separation and Distribution Agreement includes Murphy Oil's and Murphy USA's agreements relating to the restructuring steps to be taken to complete the spin-off, including the assets and rights to be transferred, liabilities to be assumed and related matters. Subject to the receipt of required governmental and other consents and approvals, in order to accomplish the spin-off, the Separation and Distribution Agreement provides for Murphy Oil and Murphy USA to transfer specified assets between the companies that will operate the U.S. retail marketing business after the distribution, on the one hand, and Murphy Oil's remaining businesses, on the other hand. The Separation and Distribution Agreement requires Murphy Oil and Murphy USA to use reasonable efforts to obtain consents, approvals and amendments required to novate or assign the assets and liabilities that are required to be transferred pursuant to the Separation and Distribution Agreement.

Unless otherwise provided in the Separation and Distribution Agreement or any of the related ancillary agreements, all assets were transferred on an "as is, where is" basis. Generally, during the period in which any transfer, assignment or assumption is delayed as a result of the absence of a required consent, each of Murphy Oil and Murphy USA agree to cooperate in a mutually agreeable arrangement under which the intended transferee would, to the maximum extent possible, obtain the benefits and assume the obligations of the relevant asset, claim, right, benefit and/or liability as if the relevant transfer, assignment or assumption had taken place (including by sub-contract, sub-license or sub-lease to such transferee) or under which the transferor would, with respect to an agreement, enforce for the benefit of the transferee and at the cost of the transferee, with the transferee assuming the transferor's obligations, the rights of the transferor against any third party thereunder.

The Separation and Distribution Agreement specifies those conditions that were required to be satisfied or waived by Murphy Oil prior to the distribution. In addition, Murphy Oil had the right to determine the date and terms of the distribution, and had the right, at any time until completion of the distribution, to determine to abandon or modify the distribution and to terminate the Separation and Distribution Agreement.

In addition, the Separation and Distribution Agreement governs the treatment of indemnification, insurance and litigation responsibility and management. Generally, the Separation and Distribution Agreement provides for uncapped cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of Murphy USA's business with Murphy USA and financial responsibility for the obligations and liabilities of Murphy Oil's business and liabilities arising out of refineries and related facilities previously owned by Murphy Oil with Murphy Oil. The Separation and Distribution Agreement also established procedures for handling claims subject to . . .



Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 30, 2013, in connection with the spin-off, Murphy Oil Corporation contributed 100% of the capital stock of Murphy Oil USA, Inc. to Murphy USA Inc. Murphy Oil USA, Inc. is the primary operating subsidiary of Murphy Oil's U.S. retail marketing business that was separated from Murphy Oil in connection with the spin-off. In consideration for the contribution, Murphy USA Inc. issued 46,743,216 shares of its common stock which, together with the 100 shares previously held by Murphy Oil, were distributed to Murphy Oil shareholders of record in the distribution. The description of the spin-off included under Item 1.01 and the Separation and Distribution Agreement attached as Exhibit 2.1 to this Current Report on Form 8-K are incorporated in this Item 2.01 by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K related to the Credit Agreement, including the information set forth under the subheading "Credit Agreement," is incorporated by reference in this Item 2.03.



Item 5.01 Changes in Control of Registrant.

Murphy USA was a 100% owned subsidiary of Murphy Oil immediately prior to the distribution. On August 30, 2013, Murphy Oil completed the distribution of 100% of the outstanding capital stock of Murphy USA to holders of Murphy Oil common stock on the record date of August 21, 2013. Murphy Oil holders of record received one share of Murphy USA common stock for every four shares of Murphy Oil common stock. Following completion of the distribution, Murphy USA is an independent, publicly traded company, and Murphy Oil retains no ownership interest in Murphy USA. The description of the spin-off included under Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference.



Item 8.01 Other Events.

On August 30, 2013, Murphy Oil issued a press release announcing the completion of the spin-off. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, with respect to the use of proceeds of drawings under the Credit Agreement. These statements, which express management's 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 gasoline prices, the pace and success of our expansion plan, our relationship with Walmart, political and regulatory uncertainty and uncontrollable natural hazards. For further discussion of risk factors, see "Risk Factors" in the Murphy USA registration statement on Form 10 (File No. 001-35914) filed with Securities and Exchange Commission. Murphy USA undertakes no duty to publicly update or revise any forward-looking statements.



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The combined financial statements after giving effect to the contribution of Murphy Oil USA, Inc. were previously included in Murphy USA's registration statement on Form 10 (File No. 001-35914) and are incorporated into this Item 9.01 by reference.


(b) Pro Forma Financial Information

The pro forma financial information after giving effect to the contribution of Murphy Oil USA, Inc. were previously included in Murphy USA's registration statement on Form 10 (File No. 001-35914) and are incorporated into this Item 9.01 by reference.

(d) Exhibits

Exhibit No. Description
2.1 Separation and Distribution Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.1 Tax Matters Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.2 Transition Services Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.3 Employee Matters Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.4 Trademark License Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.5 Lease Agreement for 200 Peach Street, El Dorado, Arkansas, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.6 Hangar Rental Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.7 Aircraft Maintenance Labor Pooling Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.8 Airplane Interchange Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.9 Credit Agreement, dated August 30, 2013, among Murphy USA Inc., Murphy Oil USA, Inc., the Borrowing Subsidiaries, the Lenders party thereto and JPMorgan Chase Bank, N.A.
99.1 Press release issued by Murphy Oil Corporation, dated August 30, 2013, announcing the completion of the spin-off of Murphy USA Inc. from Murphy Oil Corporation.


  Add MUSA to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for MUSA - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.