Murphy USA (MUSA) prices $500M senior notes to refinance 2027 debt
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Murphy USA Inc. is raising debt capital through a private offering of $500 million in 5.875% senior notes due 2034, issued by its subsidiary Murphy Oil USA, Inc. and guaranteed on a senior unsecured basis by Murphy USA and certain domestic subsidiaries.
The notes will be issued at 100% of principal, bear interest at 5.875% per year, payable semiannually starting December 1, 2026, and are expected to close on May 27, 2026 subject to customary conditions. Murphy USA plans to use the net proceeds to redeem $300 million of existing 5.625% senior notes due 2027, repay borrowings under its revolving credit facility, cover related fees and expenses, and for general corporate purposes.
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Insights
Murphy USA is refinancing with a new $500M 5.875% 2034 note issue.
Murphy USA is issuing $500 million of 5.875% senior notes maturing in 2034, guaranteed on a senior unsecured basis by the parent and certain domestic subsidiaries. The transaction is a private offering targeted at qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S.
Proceeds are earmarked to redeem $300 million of existing 5.625% senior notes due 2027, repay revolving credit facility borrowings, and pay transaction costs, with any remainder for general corporate purposes. This extends a portion of the company’s debt maturity profile and adjusts its mix between bond and bank debt without changing equity.
The notes pay a 5.875% coupon, with interest due each June 1 and December 1 starting December 1, 2026. Actual balance-sheet impact will depend on the final closing on May 27, 2026 and subsequent revolver usage, which will be visible in future periodic reports.
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
New notes offering size: $500 million aggregate principal amount
Coupon rate: 5.875% per annum
Issue price: 100.000%
+5 more
8 metrics
New notes offering size
$500 million aggregate principal amount
Private senior notes due 2034
Coupon rate
5.875% per annum
Interest on new senior notes
Issue price
100.000%
Price of new senior notes
Maturity date
June 1, 2034
New senior notes due date
Interest payment dates
June 1 and December 1
Semiannual interest schedule starting Dec 1, 2026
2027 notes to be redeemed
$300,000,000 principal amount
Existing 5.625% notes due 2027
Existing coupon being refinanced
5.625% per annum
Coupon on 2027 senior notes
Store count
More than 1,800 stores
Retail gasoline and convenience locations
Key Terms
senior notes, qualified institutional buyers, Rule 144A, Regulation S, +2 more
6 terms
senior notes financial
"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.
qualified institutional buyers regulatory
"offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
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.
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.
forward-looking statements regulatory
"This news release contains certain statements or may suggest “forward-looking” information"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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
On May 12, 2026, Murphy USA Inc. (“Murphy USA”) issued a press release to announce that it has priced its previously announced private offering of $500 million aggregate principal amount of 5.875% senior notes due 2034 (the “Notes”) by its wholly owned subsidiary, Murphy Oil USA, Inc. The Notes will be guaranteed on a senior unsecured basis by Murphy USA and by certain of Murphy USA’s domestic subsidiaries. The Notes will be issued at an issue price of 100.000%. The offering is expected to close on May 27, 2026, subject to customary closing conditions.
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. A copy of the press release is attached hereto 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 Pricing of Notes Offering
EL DORADO, Arkansas, May 12, 2026 – Murphy USA Inc. (“Murphy USA”) (NYSE: MUSA) announced today that it has priced its previously announced 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”). The Notes will be guaranteed on a senior unsecured basis by Murphy USA and by certain of Murphy USA’s domestic subsidiaries. The Notes will be issued at an issue price of 100.000%. The offering is expected to close on May 27, 2026, subject to customary closing conditions.
The Notes will bear interest at a rate of 5.875% per annum, payable semiannually in arrears on June 1 and December 1 of each year, commencing December 1, 2026. The Notes will mature on June 1, 2034.
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 were 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 Contacts:
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 type of financing did Murphy USA (MUSA) announce in this 8-K?
Murphy USA announced a private offering of $500 million in senior notes due 2034. The notes are issued by subsidiary Murphy Oil USA, Inc. and guaranteed on a senior unsecured basis by Murphy USA and certain domestic subsidiaries, targeting institutional and non-U.S. investors.
What are the key terms of Murphy USA (MUSA) 5.875% senior notes due 2034?
The notes carry a 5.875% annual interest rate, issued at 100% of principal, and mature on June 1, 2034. Interest is payable semiannually in arrears on June 1 and December 1 each year, beginning December 1, 2026, subject to closing on May 27, 2026.
How will Murphy USA (MUSA) use the $500 million notes proceeds?
Murphy USA intends to use net proceeds to redeem $300 million of existing 5.625% senior notes due 2027, repay all or part of borrowings under its revolving credit facility, cover related fees and expenses, and use any remaining funds for general corporate purposes.
Who can purchase Murphy USA (MUSA) new senior notes?
The notes are offered only to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S. They are not registered under the Securities Act and cannot be publicly offered or sold in the United States without an applicable exemption.
Will Murphy USA (MUSA) 5.875% senior notes be registered with the SEC?
The senior notes will not be registered under the Securities Act or state securities laws. They may not be offered or sold in the United States without registration or a valid exemption, reflecting their status as a private offering targeted at institutional and non-U.S. investors.
What existing debt is Murphy USA (MUSA) planning to redeem with this transaction?
Murphy USA plans to redeem $300 million aggregate principal amount of its subsidiary’s existing 5.625% senior notes due 2027. This shifts part of the company’s debt from the 2027 maturity into new notes maturing in 2034, while also addressing revolving credit facility borrowings.