Murphy USA Inc.
04/11/2025 | Press release | Distributed by Public on 04/11/2025 04:41
Financial Obligation (Form 8-K)
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
On April 7, 2025, Murphy USA Inc. ("Murphy USA") entered into a Refinancing Facility Agreement among Murphy USA, Murphy Oil USA, Inc. ("Murphy Oil USA"), Royal Bank of Canada, as term administrative agent (in such capacity, "RBC"), JPMorgan Chase Bank, N.A., as revolving administrative agent (in such capacity, "JPM"), and the lenders party thereto (the "Refinancing Facility Agreement"), which amends that certain Credit Agreement dated as of January 29, 2021, by and among Murphy USA, Murphy Oil USA, the lenders from time to time party thereto, RBC and JPM.
The Refinancing Facility Agreement provides for a secured term loan in an aggregate principal amount of $600 million (the "Term Facility") (which was borrowed in full on April 7, 2025) and revolving credit commitments in an aggregate amount equal to $750 million (the "Revolving Facility", and together with the Term Facility, the "Credit Facilities").
The Term Facility amortizes in quarterly installments at a rate of 0.25% per annum. Pursuant to the Refinancing Facility Agreement, the applicable margin, (A) in the case of Adjusted SOFR Rate borrowings, (i) with respect to the Revolving Facility, ranges from 1.25% to 2.00% per annum depending on a total debt to EBITDA ratio and (ii) with respect to the Term Facility, is 1.75% per annum and (B) in the case of Alternate Base Rate borrowings (i) with respect to the Revolving Facility, ranges from 0.25% to 1.00% per annum depending on a total debt to EBITDA ratio or (ii) with respect to the Term Facility, is 0.75% per annum.
The Refinancing Facility 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 Refinancing Facility Agreement also contains customary events of default.
All obligations under the Refinancing Facility Agreement are guaranteed by Murphy USA, Murphy Oil USA and the subsidiaries of Murphy USA party thereto, and all obligations under the Refinancing Facility 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 Refinancing Facility Agreement does not purport to be complete and is qualified in its entirety by the full text of the Refinancing Facility Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference.
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