Murphy Oil Approves Spin-Off of Murphy USA

murphy-logoAnnounces regular dividend.

Murphy Oil Corp.’s Board of Directors has approved both the spin-off of its U.S. retail marketing business and the regular quarterly dividend.

The spin-off of the U.S. retail marketing business will be achieved through the distribution of 100% of the shares of Murphy USA Inc. (MUSA) to holders of Murphy Oil common stock. Murphy Oil shareholders entitled to receive the distribution will receive a book-entry account statement or a credit to their brokerage account reflecting their ownership of MUSA common stock. Murphy Oil shareholders should retain their Murphy Oil stock certificates.

MUSA, to be based in El Dorado, Arkansas, will be a retail marketer of fuel products and convenience merchandise operating a network of 1,179 retail fuel stations (as of June 30, 2013), almost all of which are in close proximity to Walmart stores, in 23 states, primarily in the Southern and Midwestern U.S.

Murphy Oil, which will also remain headquartered in El Dorado, Arkansas, will be an independent exploration and production company with a strong portfolio of global offshore and onshore assets delivering oil-weighted growth with upside to its exploration program.

The distribution of MUSA shares is expected to be completed after the market close on Aug. 30, 2013, with Murphy Oil shareholders receiving one share of MUSA common stock for every four shares of Murphy Oil common stock held at the close of business on the record date of Aug. 21, 2013.

Following the distribution of MUSA common stock on Aug. 30, MUSA will be an independent, publicly traded company. MUSA has received approval for the listing of its common stock on the New York Stock Exchange under the symbol “MUSA.”

“Today’s announcement signals an exciting new beginning for both Murphy Oil Corp. and Murphy USA Inc. as separating these two businesses will allow each to unlock its own potential for growth,” said Steve Cossé, president and CEO of Murphy Oil Corp.

Prior to the distribution, Murphy Oil expects to mail an information statement to all shareholders entitled to receive the distribution of shares of MUSA common stock. The information statement will describe MUSA, including the risks of owning MUSA common stock, and other details regarding the spin-off.

The completion of the distribution is subject to a number of customary conditions. The Murphy Oil Board of Directors has reserved the right to withdraw its declaration of the dividend at any time prior to the distribution.

Murphy Oil has received a private letter ruling from the Internal Revenue Service stating that, based on information provided by the company, neither Murphy Oil nor its shareholders will be subject to U.S. federal income tax by reason of the distribution of MUSA common stock in the spin-off, except to the extent cash is received in lieu of fractional shares, which will generally result in shareholders recognizing capital gain or loss.

J.P. Morgan Securities LLC and Stephens Inc. acted as financial advisors to Murphy Oil. Davis Polk & Wardwell LLP acted as legal advisor to Murphy Oil.

The Board of Directors of Murphy Oil also declared a quarterly cash dividend on the common stock of Murphy Oil of $0.3125 per share, or $1.25 per share on an annualized basis. The dividend is payable Aug. 30, 2013 to holders of record as of the close of business on Aug. 21, 2013.

 

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