Murphy USA (MUSA) plans $500M senior notes to refinance 2027 debt
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Murphy USA Inc. announced a planned private offering of $500 million aggregate principal amount of senior notes due 2034, to be issued by its wholly owned subsidiary Murphy Oil USA, Inc. and guaranteed on a senior unsecured basis by Murphy USA and certain domestic subsidiaries.
The company intends to use the net proceeds to redeem $300 million of its existing 5.625% senior notes due 2027, repay borrowings under its revolving credit facility, pay related fees and expenses, and, if any funds remain, for general corporate purposes. The notes will be sold only to qualified institutional buyers under Rule 144A and certain non-U.S. investors under Regulation S, and will not be registered under the Securities Act.
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Insights
Murphy USA plans a $500M note issue mainly to refinance existing debt.
Murphy USA disclosed a planned private offering of $500 million senior notes due 2034, guaranteed by the parent and certain subsidiaries. The company plans to redeem $300 million of 5.625% senior notes due 2027 and reduce revolving credit facility borrowings.
This shifts a portion of debt maturities further out while retiring the 2027 notes, potentially altering its interest and liquidity profile. Actual terms, including coupon and final allocation between redemption and revolver repayment, depend on market and other conditions referenced in the announcement.
The filing notes the offering is unregistered, limited to Rule 144A qualified institutional buyers and certain non-U.S. investors under Regulation S. Future company filings are expected to reflect the completed financing, redemption of the 2027 notes, and any updated debt covenant considerations.
8-K Event Classification
Item 9.01 — Financial Statements and Exhibits
1 item
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Planned senior notes: $500 million aggregate principal amount
2027 notes targeted for redemption: $300,000,000 aggregate principal amount
Coupon on existing notes: 5.625%
+4 more
7 metrics
Planned senior notes
$500 million aggregate principal amount
Senior notes due 2034 in private offering
2027 notes targeted for redemption
$300,000,000 aggregate principal amount
Existing 5.625% senior notes due 2027
Coupon on existing notes
5.625%
Interest rate on senior notes due 2027
Store count
more than 1,800 stores
Retail gasoline and convenience stores in 27 states
Employee count
approximately 16,900 employees
Company workforce serving customers
Daily customers
about two million customers each day
Customers served across Murphy USA’s network
Fortune 500 rank
231
Murphy USA ranking among Fortune 500 companies
Key Terms
senior notes, revolving credit facility, Rule 144A, Regulation S, +1 more
5 terms
senior notes financial
"a private offering of $500 million aggregate principal amount of senior notes due 2034"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
revolving credit facility financial
"repay all or a portion of outstanding borrowings under its revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Rule 144A regulatory
"qualified institutional buyers under Rule 144A under the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"non-U.S. persons in transactions outside the United States in compliance with Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
general corporate purposes financial
"to the extent any proceeds remain, for general corporate purposes"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 12, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| | |||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(870 ) 875-7600
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
Senior Notes Offering
On May 12, 2026, Murphy USA Inc. (“Murphy USA”) issued a press release to announce a private offering (the “Offering”) of $500 million aggregate principal amount of senior notes due 2034 (the “Notes”) by its wholly owned subsidiary, Murphy Oil USA, Inc. (the “Issuer”). The Notes will be guaranteed on a senior unsecured basis by Murphy USA and by certain of Murphy USA’s domestic subsidiaries.
Murphy USA intends to use the net proceeds from the offering to (i) redeem all $300,000,000 aggregate principal amount of the Issuer’s existing 5.625% senior notes due 2027 (the “2027 Notes”), (ii) repay all or a portion of outstanding borrowings under its revolving credit facility, (iii) pay fees and expenses related to the foregoing and (iv) to the extent any proceeds remain, for general corporate purposes.
The Company intends to issue a notice of full redemption for the 2027 Notes in connection with the pricing of the Offering. The redemption price of the 2027 Notes will be determined in accordance with the indenture governing the 2027 Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. No assurances can be given that the Company will complete the redemption of the 2027 Notes.
The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Securities Act.
This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any securities, and it does not constitute a notice of redemption for the 2027 Notes. A copy of the press release relating to the Offering is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Index | ||||||||
| Exhibit Number | Description | |||||||
99.1* | Press Release of Murphy USA Inc. dated May 12, 2026 | |||||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
*Furnished herewith
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MURPHY USA INC. | |||||||||||
| Date: | May 12, 2026 | By: /s/ Donald R. Smith, Jr. | |||||||||
Donald R. Smith, Jr. | |||||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | |||||||||||
Exhibit 99.1
Murphy USA Inc. Announces Private Offering of Senior Notes
EL DORADO, Arkansas, May 12, 2026 – Murphy USA Inc. (“Murphy USA”) (NYSE: MUSA) announced today the planned private offering of $500 million aggregate principal amount of senior notes due 2034 (the “Notes”) by its wholly owned subsidiary, Murphy Oil USA, Inc. (the “Issuer”), subject to market and other conditions. The Notes will be guaranteed on a senior unsecured basis by Murphy USA and by certain of Murphy USA’s domestic subsidiaries.
Murphy USA intends to use the net proceeds from the offering to (i) redeem $300,000,000 aggregate principal amount of the Issuer’s existing 5.625% senior notes due 2027 (the “2027 Notes”), (ii) repay all or a portion of outstanding borrowings under its revolving credit facility, (iii) pay fees and expenses related to the foregoing and (iv) to the extent any proceeds remain, for general corporate purposes.
The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This press release does not constitute a notice of redemption with respect to the 2027 Notes.
About Murphy USA
Murphy USA (NYSE: MUSA) is a leading retailer of gasoline and convenience merchandise with more than 1,800 stores located primarily in the Southwest, Southeast, Midwest and Northeast United States. The Company and its team of approximately 16,900 employees serve an estimated two million customers each day through its network of retail gasoline and convenience stores in 27 states. The majority of Murphy USA's stores are located in close proximity to Walmart Supercenters, but we also operate standalone stores that market gasoline and other products under the Murphy USA, Murphy Express, and QuickChek brands. Murphy USA ranks 231 among Fortune 500 companies.
Forward-Looking Statements
This news release contains certain statements 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 and associated capital expenditures, fuel margins, merchandise margins, sales of RINs, trends in our 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: our ability to continue to maintain a good business relationship with Walmart; successful execution of our growth strategy, including our ability to realize the anticipated benefits from such growth initiatives, and the timely completion of construction associated with our newly planned stores which may be impacted by the financial health of third parties; our ability to effectively manage our inventory, manage disruptions in our supply chain and our ability to control costs; geopolitical events, such as evolving trade policies and the imposition of reciprocal tariffs and the conflicts in the Middle East, that impact the supply and demand and price of crude oil; the impact of severe weather events, such as hurricanes, floods and earthquakes; the impact of a global health pandemic and any governmental response thereto; the impact of any systems failures, cybersecurity and/or security breaches of the company or its vendor partners, including any security breach that results in theft, transfer or unauthorized disclosure of customer, employee or company information or our compliance with information security and privacy laws and regulations in the event of such an incident; successful execution of our information technology strategy; reduced demand for our products due to the implementation of more stringent fuel economy and greenhouse gas reduction requirements, or increasingly widespread adoption of electric vehicle technology; future nicotine or e-cigarette legislation and any other efforts that make purchasing nicotine products more costly or difficult could hurt our revenues and impact gross margins; our ability to successfully expand our food and beverage offerings; efficient and proper allocation of our capital resources, 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. Our SEC reports, including our 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 our financial results and cause actual results to differ materially from any forward-looking information we may provide. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.
Investor Contact:
Christian Pikul – Vice President, Investor Relations and Financial Planning and Analysis
Christian.Pikul@murphyusa.com
Ash Aulds – Director, Investor Relations and Financial Planning and Analysis
Ash.Aulds@murphyusa.com
FAQ
What did Murphy USA (MUSA) announce in its May 2026 Form 8-K?
Murphy USA announced a planned private offering of $500 million senior notes due 2034. The notes will be issued by subsidiary Murphy Oil USA, Inc., guaranteed by Murphy USA and certain domestic subsidiaries, and placed with institutional and non-U.S. investors under Rule 144A and Regulation S.
How will Murphy USA (MUSA) use proceeds from the $500 million senior notes?
Murphy USA intends to use net proceeds to redeem $300,000,000 of 5.625% senior notes due 2027, repay all or part of outstanding borrowings under its revolving credit facility, pay related fees and expenses, and, if funds remain, for general corporate purposes.
Are Murphy USA’s new senior notes registered under the Securities Act?
The senior notes will not be registered under the Securities Act of 1933 or state securities laws. They may only be offered or sold in the United States pursuant to an exemption from registration, primarily to qualified institutional buyers and certain non-U.S. persons under Regulation S.
Who can buy Murphy USA’s planned 2034 senior notes?
The notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to certain non-U.S. persons in offshore transactions under Regulation S. Retail investors are not the target buyers in this private offering structure.
What existing Murphy USA debt is targeted for redemption with the new notes?
Murphy USA plans to redeem $300,000,000 aggregate principal amount of its existing 5.625% senior notes due 2027. The redemption price will be set under the governing indenture, plus accrued and unpaid interest to, but excluding, the redemption date, and completion is not assured.
Does this announcement constitute an offer to sell Murphy USA securities?
The company states the communication is neither an offer to sell nor a solicitation of an offer to buy the securities. It also clarifies that it does not constitute a notice of redemption for the 2027 notes, which will be handled separately in accordance with the indenture.