Obligation Murdock Oil Corp 5.875% ( US626717AM42 ) en USD

Murdock Oil Corp

99.42 % ▲

Etas-Unis

US626717AM42 ( en USD )

5.875% par an ( paiement semestriel )

30/11/2027

Prospectus brochure de l'obligation Murphy Oil Corp US626717AM42 en USD 5.875%, échéance 30/11/2027

2 000 USD

550 000 000 USD

626717AM4

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

01/12/2025 ( Dans 146 jours )

Murphy Oil Corp est une société internationale d'exploration et de production de pétrole et de gaz naturel, active en Amérique du Nord, en Asie et en Europe.

L'Obligation émise par Murdock Oil Corp ( Etas-Unis ) , en USD, avec le code ISIN US626717AM42, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2027

L'Obligation émise par Murdock Oil Corp ( Etas-Unis ) , en USD, avec le code ISIN US626717AM42, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Murdock Oil Corp ( Etas-Unis ) , en USD, avec le code ISIN US626717AM42, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d827501d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-227875

Amount
Title Of Each Class Of
To Be
Aggregate
Securities To Be Registered

Registered

Offering Price

Registration Fee(1)
5.875% Notes Due 2027

$550,000,000

100.000%

$71,390

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents

Prospectus supplement
(To Prospectus dated October 17, 2018)

$550,000,000 5.875% Notes due 2027

We are offering $550,000,000 aggregate principal amount of 5.875% notes due 2027 (the "notes"). The notes will bear interest at the rate of 5.875% per
year. Interest on the notes is payable semiannually in arrears on June 1 and December 1 of each year, commencing June 1, 2020. The notes will mature on December 1,
2027.
We may redeem the notes at any time, in whole or in part, at the redemption prices described in this prospectus supplement. See "Description of the
Notes."
The notes will be senior unsecured obligations of Murphy Oil Corporation and will rank equally with all of Murphy Oil Corporation's other senior
unsecured indebtedness from time to time outstanding.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
See "Risk Factors" beginning on page S-15 of this prospectus supplement for a discussion of certain risks that you should consider in
connection with making an investment in the notes.
The notes will be a new issue of securities and currently there is no established trading market for the notes. We do not intend to list the notes on any
securities exchange or any automated dealer quotation system.

Underwriting
Proceeds to us,

Price to public(1)

discount
before expenses
Per note

100.000%

1.125%

98.875%
Total
$
550,000,000

$ 6,187,500
$ 543,812,500

(1)
Plus accrued interest from November 27, 2019, if settlement occurs after that date.
The notes will be issued only in registered book-entry form, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The
underwriters expect to deliver the notes to purchasers through the facilities of The Depository Trust Company for the benefit of its participants, including Euroclear
Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about November 27, 2019, which is the tenth business day following the date of this prospectus
supplement (T+10). This settlement date may affect trading of the notes. See "Underwriting."

https://www.sec.gov/Archives/edgar/data/717423/000119312519292435/d827501d424b5.htm[11/15/2019 8:56:04 AM]

424B5
Joint physical book-running managers

J.P. Morgan

BofA Securities

MUFG

Joint book-running managers

DNB Markets

Regions Securities LLC
Scotiabank
Wells Fargo Securities

Co-managers

BMO Capital Markets

Capital One Securities
HSBC

SMBC Nikko
Hancock Whitney Investment Services, Inc.

SOCIETE GENERALE

Standard Chartered Bank

November 13, 2019
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have
referred you. We do not, and the underwriters do not, take any responsibility for, and we cannot assure you as to the reliability of, any other information
that others may give you.
We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the
date on the front of this prospectus supplement or, with respect to information incorporated by reference, as of the date of that information. Our business,
financial condition, results of operations and prospects may have changed since those respective dates.
TABLE OF CONTENTS

Page
Prospectus Supplement

About this Prospectus

ii
Where You Can Find More Information

ii
Forward-Looking Statements

iii
Non-GAAP Financial Measures

iii
Incorporation by Reference of Certain Financial Data

iv
Summary
S-1
Risk Factors
S-15
Use of Proceeds
S-18
Capitalization
S-19
Description of the Notes
S-20
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders
S-39
Underwriting
S-42
Legal Matters
S-47
Experts
S-47
Prospectus

About This Prospectus

1
Murphy Oil Corporation

1
Where You Can Find More Information

2
Special Note on Forward-Looking Statements

2
Use of Proceeds

3
https://www.sec.gov/Archives/edgar/data/717423/000119312519292435/d827501d424b5.htm[11/15/2019 8:56:04 AM]

424B5
Description of Common Stock

4
Description of Preferred Stock

6
Description of Depositary Shares

7
Description of Debt Securities

9
Description of Warrants

18
Description of Purchase Contracts

20
Description of Units

21
Forms of Securities

22
Plan of Distribution

24
Validity of Securities

24
Experts

24

i
Table of Contents
ABOUT THIS PROSPECTUS
This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms of this offering and the
notes offered. The second part is the accompanying prospectus, dated October 17, 2018, which provides more general information, some of which may not
apply to this offering. To the extent there is a conflict between the information contained in this prospectus supplement and the accompanying prospectus or
any document incorporated by reference herein that was filed with the Securities and Exchange commission (the "SEC") prior to the date of this prospectus
supplement, you should rely on the information in this prospectus supplement.
In this prospectus supplement, we refer to Murphy Oil Corporation and its wholly owned subsidiaries as "we," "our," "us," the "Company,"
"Murphy Oil" or "Murphy" unless the context clearly indicates otherwise, and except under the caption "Description of the Notes."
Before purchasing any notes, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the
additional information in the documents we have listed under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are also available to the
public at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus supplement the information we file with it, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference or deemed incorporated by reference
is considered to be a part of this prospectus supplement. Information that we file with the SEC after the date of this prospectus supplement will update and
supersede this information. We incorporate by reference the documents listed below other than, in each case, those documents or the portions of those
documents which are furnished and not filed and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934, as amended, until our offering is completed:

· Our Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 27, 2019;

· Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, filed on May 2, 2019, June 30, 2019, filed on August 8,

2019, and September 30, 2019, filed on October 31, 2019;

· Our Definitive Proxy Statement on Schedule 14A filed on March 22, 2019 (solely to the extent incorporated by reference into Part III of

our Annual Report on Form 10-K); and

· Our Current Reports on Form 8-K filed on February 8, 2019, February 12, 2019, March 21, 2019, April 16, 2019, April 23, 2019,

May 10, 2019, June 5, 2019, July 12, 2019, August 13, 2019, October 3, 2019 and November 13, 2019.
You may request a free copy of these filings by writing to, or telephoning, us at the following address and phone number:
Corporate Secretary
Murphy Oil Corporation
Box 7000
El Dorado, Arkansas 71731-7000
(870) 862-6411

https://www.sec.gov/Archives/edgar/data/717423/000119312519292435/d827501d424b5.htm[11/15/2019 8:56:04 AM]

424B5
ii
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents we incorporate by reference, contains forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995. 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 natural gas prices, the level and success
rate of Murphy's exploration programs, the Company's ability to maintain production rates and replace reserves, customer demand for Murphy's products,
adverse foreign exchange movements, political and regulatory instability, adverse developments in the U.S. or global capital markets, credit markets or
economies generally, uncontrollable natural hazards, and risks that the Tender Offers (as defined herein) is not consummated on the anticipated terms, if at
all, as well as any of the other factors contained under the caption "Risk Factors" in this prospectus supplement or in our Annual Report on Form 10-K for
the year ended December 31, 2018 and in any subsequent document that we have or may file with the SEC. We undertake no duty to publicly update or
revise any forward-looking statements.
NON-GAAP FINANCIAL MEASURES
While Murphy Oil reports financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"), this prospectus
supplement includes certain non-GAAP measures, including EBITDA, EBITDA from continuing operations, EBITDAX from continuing operations,
Adjusted EBITDAX and PV-10. EBITDA means earnings before interest, taxes, depreciation and amortization. EBITDA from continuing operations
means EBITDA plus discontinued operations loss (income) and impairment of assets. EBITDAX from continuing operations means EBITDA plus
discontinued operations loss (income), impairment of assets and exploration expenses. Adjusted EBITDAX means EBITDAX from continuing operations
plus mark-to-market (gains) losses, accretion of asset retirement obligations, foreign exchange losses (gains) and other nonrecurring (gains) expenses.
PV-10 represents present value, discounted at 10% per annum, of estimated future net revenue before income tax of our estimated proved reserves.
Management has included a presentation of EBITDA, EBITDA from continuing operations, EBITDAX from continuing operations and
Adjusted EBITDAX in this prospectus supplement, because they are used by management to evaluate the Company's operational performance and trends
between periods and relative to industry competitors. In addition, management believes they may be useful to investors and analysts to gain a better
understanding of the Company's financial results and to assess the Company's ability to service its debt. However, EBITDA, EBITDA from continuing
operations, EBITDAX from continuing operations and Adjusted EBITDAX are not GAAP measures and may not be comparable to similarly titled
measures of other companies. You should not consider EBITDA, EBITDA from continuing operations, EBITDAX from continuing operations or Adjusted
EBITDAX as an alternative to net income, cash provided by operating activities or any other GAAP financial measure of performance, as indicators of our
operating performance, or as measures of liquidity. EBITDA, EBITDA from continuing operations, EBITDAX from continuing operations and Adjusted
EBITDAX do not represent funds available for management's discretionary use because certain future cash expenditures are not reflected in EBITDA,
EBITDA from continuing operations, EBITDAX from continuing operations or Adjusted EBITDAX. It should also be noted that all companies do not
calculate EBITDA, EBITDA from continuing operations, EBITDAX from continuing operations or Adjusted EBITDAX in the same manner and,
accordingly, EBITDA, EBITDA from continuing operations, EBITDAX from continuing operations and Adjusted EBITDAX presented in this prospectus
supplement may not be comparable to similarly titled measures used by other companies. We have included reconciliations of EBITDA, EBITDA from
continuing operations, EBITDAX from continuing operations and Adjusted EBITDAX to net income, the most directly comparable GAAP measure. See
"Summary--Summary Consolidated Historical Financial Data."
Management has included a presentation of PV-10, because it is widely used by professional analysts and sophisticated investors in evaluating oil
and gas companies. PV-10 should not be considered as an alternative to the standardized measure as defined under GAAP. We have included a
reconciliation of PV-10 to standardized measure of discounted future net cash flows, the most directly comparable GAAP measure. See "Summary--
Summary Consolidated Historical Financial Data."

iii
Table of Contents
INCORPORATION BY REFERENCE OF CERTAIN FINANCIAL DATA
This prospectus supplement incorporates by reference (i) the audited statement of revenues and direct operating expenses for the year ended
December 31, 2018, the unaudited statement of revenues and direct operating expenses for the three months ended March 31, 2019 and 2018, the unaudited
pro forma condensed combined balance sheet as of March 31, 2019 and the unaudited pro forma condensed combined statement of operations for the three
months ended March 31, 2019 and the year ended December 31, 2018, each of which is contained in our Form 8-K/A that was filed on August 13, 2019
with respect to the LLOG Acquisition (defined below), (ii) the unaudited pro forma consolidated balance sheet as of March 31, 2019 and the unaudited pro
https://www.sec.gov/Archives/edgar/data/717423/000119312519292435/d827501d424b5.htm[11/15/2019 8:56:04 AM]

424B5
forma consolidated statement of operations for the three months ended March 31, 2019 and the years ended December 31, 2018, 2017 and 2016, each of
which is contained in our Form 8-K that was filed on July 12, 2019 with respect to the Malaysia Divestment (defined below) and (iii) the audited statement
of revenues and direct operating expenses for the year ended December 31, 2017, the unaudited statement of revenues and direct operating expenses for the
nine months ended September 30, 2018 and 2017, the unaudited pro forma consolidated balance sheet as of September 30, 2018 and the unaudited pro
forma consolidated statement of operations for the nine months ended September 30, 2018 and the year ended December 31, 2017, each of which is
contained in our Form 8-K/A that was filed on February 12, 2019 with respect to the MP GOM JV Transaction (defined below). See "Where You Can
Find More Information" for all financial data and other information that is incorporated by reference herein.

iv
Table of Contents
SUMMARY
This summary description of our business and the offering may not contain all of the information that may be important to you. For a
more complete understanding of our business and this offering, we encourage you to read this entire prospectus supplement, the accompanying
prospectus, any free writing prospectus prepared by us that we may provide you in connection with this offering and the documents incorporated by
reference herein and therein. In particular, you should read the following summary together with the more detailed information and consolidated
financial statements and the notes to those statements included elsewhere in or incorporated by reference into this prospectus supplement and the
accompanying prospectus. You should also carefully consider the matters discussed under the caption "Risk Factors."
Company Overview
Murphy Oil Corporation is an international oil and gas exploration and production company. The Company explores for and produces
crude oil, natural gas and natural gas liquids (NGL) worldwide. The Company maintains upstream operating offices, with the most significant of these
including Houston in Texas and Calgary in Alberta.
Murphy Oil's reported total crude oil and condensate production in 2018 averaged 92,114 barrels per day ("Bbl/d") (including 28,676
Bbl/d in Malaysia), an increase of 2% compared to 2017. NGL production in 2018 averaged 9,590 Bbl/d (including 792 Bbl/d in Malaysia), largely in
line with 9,151 Bbl/d (including 829 Bbl/d in Malaysia) produced in 2017. The Company's worldwide production volume of natural gas averaged
422.8 million cubic feet per day ("MMcf/d") (including 110.2MMcf/d in Malaysia) in 2018, up 10% from 2017 levels. The increase in natural gas
sales volume in 2018 was attributable to an 18% increase in natural gas production in Canada, primarily in Tupper and Placid areas as well as
increase in gas production in the Gulf of Mexico. Total worldwide 2018 production on a barrel of oil equivalent basis (six thousand cubic feet of
natural gas equals one barrel of oil) was approximately 172,172 barrels of oil equivalent per day ("Boe/d") (including 47.8 Boe/d in Malaysia), an
increase of 5.3% compared to 2017.
Total worldwide production averaged 178,658 Boe/d during the nine months ended September 30, 2019, a 48% increase from 120,533
Boe/d produced in the same period in 2018, in each case excluding Malaysia. The increase is principally due to the acquisition of producing Gulf of
Mexico assets as part of the MP GOM JV Transaction (defined below) in the fourth quarter of 2018 and the addition of further Gulf of Mexico assets
as part of the LLOG Acquisition (defined below) in the second quarter of 2019.
Crude oil and condensate production (excluding Malaysia) averaged 110,762 Bbl/d during the nine months ended September 30, 2019
compared to 59,645 Bbl/d over the same period in 2018. The increase of 51,117 Bbl/d was principally due to higher volumes in the Gulf of Mexico
due to the acquisition of assets as part of the MP GOM JV Transaction. On a Boe basis, the MP GOM JV Transaction contributed 43,881 Boe/d for
the nine months ended September 30, 2019 and the LLOG Acquisition contributed 13,864 Boe/d for the period from May 31, 2019 to September 30,
2019. For the nine months ended September 30, 2019, the Company's sales price for crude oil and condensate (excluding Malaysia) averaged $60.84
per barrel, down from $68.55 per barrel in the same period in 2018. Approximately 94% of oil barrels sold during the third quarter of 2019 (excluding
Malaysia) sold at a premium to the average West Texas Intermediate price of $56.45.
Total production of NGL (excluding Malaysia) was 10,990 Bbl/d in the nine months ended September 30, 2019 compared to 8,852 Bbl/d
in the nine months ended September 30, 2018. The average sales price for U.S. NGL was $15.22 per barrel in the nine months ended September 30,
2019 compared to $26.90 per barrel in the nine months ended September 30, 2018.
Natural gas sales volumes from continuing operations (excluding Malaysia) averaged 341 MMcf/d in the nine months ended
September 30, 2019 compared to 312 MMcf/d in the nine months ended September 30,

S-1
https://www.sec.gov/Archives/edgar/data/717423/000119312519292435/d827501d424b5.htm[11/15/2019 8:56:04 AM]

424B5
Table of Contents
2018. The increase of 29 MMcf/d was primarily the result of higher volumes in the Gulf of Mexico. Higher volumes in the Gulf of Mexico are due to
the acquisition of assets related to the MP GOM JV Transaction and the LLOG Acquisition. The average sales price for natural gas (excluding
Malaysia) in the nine months ended September 30, 2019 was $1.71 per thousand cubic feet (MCF), versus $1.81 per MCF realized in the same period
in 2018.
Portfolio Transformation
On November 30, 2018, Murphy Exploration & Production Company USA ("Murphy Exploration") and Petrobras America Inc.
("PAI"), a subsidiary of Petróleo Brasileiro S.A., closed a transaction among Murphy Exploration, PAI and MP Gulf of Mexico, LLC ("MP GOM"), a
subsidiary of Murphy Exploration (the "MP GOM JV Transaction"). The MP GOM JV Transaction had an effective date of October 1, 2018. Under
the terms of the MP GOM JV Transaction, Murphy Exploration paid cash consideration of $794.6 million and transferred a 20% interest in MP GOM
to PAI. Murphy Exploration could also owe additional contingent consideration of up to $150 million if certain sales thresholds are exceeded
beginning in 2019 through 2025. PAI and Murphy Exploration contributed all of their Gulf of Mexico producing assets and Murphy Exploration
contributed its interest in the Medusa Spar LLC to MP GOM. Following closing of the MP GOM JV Transaction, MP GOM is owned 80% by
Murphy Exploration and 20% by PAI.
On May 31, 2019, we closed the acquisition (the "LLOG Acquisition") of deep water Gulf of Mexico assets comprising 26 blocks in the
Mississippi Canyon and Green Canyon areas from LLOG Exploration Offshore, L.L.C. and LLOG Bluewater Holdings, L.L.C. (collectively,
"LLOG") pursuant to the definitive agreement dated April 19, 2019, as amended on May 31, 2019, between our wholly owned subsidiary, Murphy
Exploration & Production Company--USA ("Murphy Exploration") and LLOG. After taking into account customary closing adjustments, Murphy
Exploration paid cash consideration of $1.227 billion in connection with the LLOG Acquisition. Additional contingent consideration payments may
become payable by Murphy Exploration based on the following: up to $200 million in the event that revenue from certain properties exceeds certain
contractual thresholds between 2019 and 2022; and $50 million following first oil from certain development projects. In connection with the LLOG
Acquisition, we incurred borrowings of $1,075 million under our revolving credit facility and a short-term loan in an aggregate principal amount of
$500 million. These borrowings, along with the $325 million outstanding under our revolving credit facility prior to the LLOG Acquisition, were
repaid in full in July 2019 following the completion of the Malaysia Divestment (defined below).
On July 10, 2019, we closed the divestiture of our fully issued share capital of our two subsidiaries conducting Malaysian operations to a
subsidiary of PTT Exploration and Production Public Company Limited for $2.0 billion in an all-cash transaction (the "Malaysia Divestment").
Effective January 1, 2019, Malaysia operations were reported as discontinued operations as the sale represents a strategic shift that has a major effect
on our operations and financial results. We are entitled to receive a $100.0 million bonus payment contingent upon certain future exploratory drilling
results prior to October 2020.
Refinancing Transactions
Concurrent Tender Offers
Concurrently with the commencement of this offering, we launched cash tender offers (the "Tender Offers") to purchase up to
$550,000,000 aggregate principal amount (as may be increased by us) of our 4.000% senior notes due 2022 and 3.700% senior notes due 2022
(collectively, the "Tender Notes") on the terms and conditions contained in the Offer to Purchase dated November 13, 2019 (the "Offer to Purchase").
Our obligation to accept for purchase and to pay for the Tender Notes in the Tender Offers is subject to the satisfaction or, as

S-2
Table of Contents
applicable, waiver by us of certain conditions set forth in the Offer to Purchase, including the successful completion of one or more debt financing
transactions, such as this offering, with aggregate gross proceeds of at least $550 million. This offering is not conditioned on the consummation of the
Tender Offers.
We intend to use the net proceeds from this offering, together with cash on hand, to fund the Tender Offers and any related premiums,
penalties, fees and expenses in connection with the foregoing. See "Use of Proceeds."
We refer to (i) the offering of notes hereunder, (ii) the Tender Offers and (iii) the payment of any related premiums, penalties, fees and
https://www.sec.gov/Archives/edgar/data/717423/000119312519292435/d827501d424b5.htm[11/15/2019 8:56:04 AM]

424B5
expenses in connection with the foregoing as the "Refinancing Transactions."
This prospectus supplement is not an offer to purchase or a solicitation of an offer to sell the Tender Notes.
Corporate Information
Our principal executive offices are located at 300 Peach Street, P.O. Box 7000, El Dorado, Arkansas 71731-7000, and our telephone number is
(870) 862-6411. Our capital stock is listed on the New York Stock Exchange under the symbol "MUR." We maintain a website at
http://www.murphyoilcorp.com where general information about us is available. We are not incorporating the contents of the website into this
prospectus supplement or the accompanying prospectus.

S-3
Table of Contents
THE OFFERING
This summary highlights certain terms of the offering but does not contain all information that may be important to you. We encourage
you to read this prospectus supplement and the accompanying prospectus in their entirety before making an investment decision.

Issuer
Murphy Oil Corporation

Securities offered
$550,000,000 aggregate principal amount of 5.875% Notes due 2027

Maturity date
December 1, 2027

Interest rate
5.875% per annum

Interest payment dates
Semiannually in arrears on June 1 and December 1 of each year, commencing June 1, 2020

Interest on the notes will accrue from November 27, 2019

Further issuances
We may from time to time, without the consent of the holders, create and issue additional
notes having the same terms and conditions as the notes offered by this prospectus
supplement in all respects, except for the issue date, issue price and, under some
circumstances, the date of the first payment of interest on the notes, provided that if the
additional notes are not fungible with the notes for U.S. federal income tax purposes, such
additional notes will have a different CUSIP.

Optional redemption
At any time prior to December 1, 2022, we may redeem the notes, in whole or in part, at a
price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed or
(ii) a make-whole redemption price determined by using a discount rate of the applicable
treasury rate plus 50 basis points, plus, in either case, accrued and unpaid interest on the
principal amount of the notes being redeemed to, but not including, the redemption date.

At any time on or after December 1, 2022, we may redeem the notes, in whole or in part, at
the applicable redemption prices set forth under "Description of the Notes--Optional
Redemption," plus accrued and unpaid interest on the principal amount of the notes being
redeemed to, but not including, the redemption date.

S-4
Table of Contents
https://www.sec.gov/Archives/edgar/data/717423/000119312519292435/d827501d424b5.htm[11/15/2019 8:56:04 AM]

424B5
Repurchase upon a change of control triggering event
If a change of control triggering event (as defined herein) occurs, we must offer to
repurchase the notes at a purchase price equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of repurchase. See "Description of the Notes
--Repurchase Upon a Change of Control Triggering Event."

Ranking
The notes:

· will be unsecured;

· will rank equally with all of our existing and future unsecured senior debt;

· will be senior to any future subordinated debt;

· will be effectively junior to our secured debt to the extent of the assets securing

such debt; and

· will be effectively junior to all existing and future debt and other liabilities of, or

guaranteed by our subsidiaries, including their debt and trade payables and our
revolving credit facility.

As of September 30, 2019, after giving effect to the Refinancing Transactions, our
subsidiaries would have had $1,353.4 million of indebtedness, trade payables and other
accrued current liabilities outstanding (other than long-term contingent consideration
liabilities payable to PAI and LLOG in connection with the MP GOM JV Transaction and
the LLOG Acquisition).

Covenants
We will issue the notes under an indenture containing covenants for your benefit. These
covenants restrict our ability, with certain exceptions, to:

· incur debt secured by liens;

· permit our subsidiaries to incur or guarantee debt;

· engage in sale/leaseback transactions; and

· enter into certain mergers, consolidations or transfers of substantially all of our

assets.

Use of proceeds
We expect the net proceeds from this offering of notes to be approximately $542,212,500,
after deducting underwriting discounts and other estimated expenses of this offering. We
intend to use the net proceeds from this offering of the notes, together with cash on hand, to
fund the Tender Offers and any related premiums, penalties, fees and expenses in connection
with the foregoing. See "Use of Proceeds."

Book-entry form
The notes will be issued in book-entry form and will be represented by global certificates
deposited with, or on behalf of, The Depository Trust Company ("DTC") and registered in
the name of a nominee of DTC. Beneficial interests in any of the notes will be shown on, and
transfers will be effected only through, records maintained by DTC or

S-5
Table of Contents
its nominee and any such interest may not be exchanged for certificated securities, except in

limited circumstances.

Absence of a public market for the notes
The notes will be a new issue of securities and there is currently no established trading
market for the notes. Accordingly, we cannot assure you as to the development or liquidity
of any market for the notes. The underwriters have advised us that they currently intend to
https://www.sec.gov/Archives/edgar/data/717423/000119312519292435/d827501d424b5.htm[11/15/2019 8:56:04 AM]

424B5
make a market in the notes. However, they are not obligated to do so, and they may
discontinue any market making with respect to the notes without notice.

U.S. federal income tax consequences
For the U.S. federal income tax consequences to non-U.S. Holders (as defined herein) of the
holding and disposition of the notes, see "Material U.S. Federal Income Tax Considerations
for Non-U.S. Holders" in this prospectus supplement.

Listing
We do not intend to apply for a listing of the notes on any securities exchange or any
automated dealer quotation system.

Trustee
Wells Fargo Bank, National Association

S-6
Table of Contents
SUMMARY CONSOLIDATED HISTORICAL FINANCIAL DATA
We have provided in the tables below summary consolidated historical financial data. We have derived the statement of income data and
other financial data for the nine months ended September 30, 2019 and 2018, and for each of the years in the three-year period ended December 31,
2018, and the balance sheet data as of September 30, 2019 and 2018, and as of December 31 for each of the three years in the three-year period ended
December 31, 2018, from our unaudited and audited consolidated financial statements. You should read the following financial information in
conjunction with our consolidated financial statements and related notes that we have included elsewhere and incorporated by reference in this
prospectus supplement and the accompanying prospectus.
In the opinion of our management, the unaudited consolidated financial statements have been prepared on the same basis as the audited
consolidated financial statements and include all adjustments necessary for a fair presentation of the information set forth therein. The interim results
set forth below are not necessarily indicative of results for the year ending December 31, 2019 or for any other future period.
In the tables below and throughout this prospectus supplement, historical financial and operating data for the nine months ended
September 30, 2019 and 2018 present Malaysia operations as discontinued operations and the historical financial and operating data for the years
ended December 31, 2018, 2017 and 2016 include Malaysia operations as continuing operations.

Nine months ended September 30,
Year ended December 31,

2019(1, 2)

2018(2)

2018(2)

2017(2)

2016(2)

(in thousands, except ratios)

(unaudited)

Statement of Income Data:

Total revenues

$
2,191,573
$
1,287,763
$ 2,570,603
$ 2,225,129
$ 1,811,238
Costs and Expenses:

Lease operating expenses

$
416,460
$
253,820
$
555,894
$
468,323
$
559,360
Severance and ad valorem taxes

36,972

40,099

52,072

43,618

43,826
Transportation, gathering and processing

128,748

49,827

--

--

--
Exploration expenses, including undeveloped lease amortization

75,570

69,350
103,977
122,834
101,861
Selling and general expenses

176,258

165,074
216,024
203,573
246,277
Depreciation, depletion and amortization

819,270

570,997
971,901
957,719
1,054,081
Impairment of assets

--

--

20,000

--

95,088
Redetermination expense

--

--

11,332

15,000

39,100
Accretion of asset retirement obligations

29,824

19,234

44,559

42,590

46,742
Other (expense) benefit

26,442

(44,773)

(34,873)

30,706

13,806

Total costs and expenses

1,709,544

1,123,628
1,940,886
1,884,363
2,200,141

Operating income (loss) from continuing operations(3)

482,029

164,135
629,717
340,766
(388,903)
Other income (loss):

Interest and other income (loss)

$
(18,134)
$
(713)
$
(15,775)
$
(87,181)
$
43,958
Interest expense, net

(145,095)

(133,075)
(181,604)
(181,783)
(148,170)

Total other loss

(163,229)

(133,788)
(197,379)
(268,964)
(104,212)

Income (loss) from continuing operations before income taxes

318,800

30,347
432,338

71,802
(493,115)
Income tax expense (benefit)

38,719

(91,180)

9,330
382,738
(219,172)

Income (loss) from continuing operations

280,081

121,527
423,008
(310,936)
(273,943)
Income (loss) from discontinued operations, net of income
https://www.sec.gov/Archives/edgar/data/717423/000119312519292435/d827501d424b5.htm[11/15/2019 8:56:04 AM]

424B5
taxes(1)

1,027,632

186,188

(3,522)

(853)

(2,027)

Net income (loss) including noncontrolling interest

1,307,713

307,715
419,486
(311,789)
(275,970)

Less: Net income attributable to noncontrolling interest

86,257

--

8,392

--

--

Net income (loss) attributable to Murphy

$
1,221,456
$
307,715
$
411,094
$ (311,789)
$ (275,970)

S-7
Table of Contents

Nine months ended September 30,

Year ended December 31,

2019
2018
2018

2017

2016

(in millions, except ratios)

(unaudited)

Other Financial Data (Including Non-GAAP
Measures):

Net cash provided by continuing operations
activities

$
1,153.2
$
601.4
$
1,219.4
$
1,128.1
$
600.8
Capital expenditures(4, 6)

2,329.1

803.4

1,987.3

975.7

811.5
EBITDA(5)

2,171.7

920.6

1,568.9

1,210.4

707.1
EBITDA from continuing operations(5)

1,144.1

734.4

1,592.4

1,211.3

804.2
EBITDAX from continuing operations(5)

1,219.7

803.8

1,696.4

1,334.1

906.1
Adjusted EBITDAX(5)

1,172.7

755.5

1,658.7

1,342.3

857.5
Ratio of EBITDA from continuing operations to
interest expense(5)

7.9

5.5

8.5

6.5

5.3

As of September 30,

As of December 31,

2019

2018

2018

2017

2016

(in thousands)

(unaudited)

Balance Sheet Data:

Working capital

$
101,465
$
487,434
$
33,756
$ 537,396
$
56,751
Net property, plant and equipment

9,931,963

8,244,167
9,757,564
8,220,031
8,316,188
Total assets

11,783,667

10,026,620
11,052,587
9,860,942
10,295,860
Long-term debt, including capital lease obligations

2,779,228

2,903,899
3,227,134
2,906,520
2,422,750
Total debt including current maturities

2,779,228

2,914,353
3,237,717
2,916,422
2,992,567
Murphy Shareholders' equity

5,676,650

4,766,928
4,829,299
4,620,191
4,916,679

(1)
Includes the results of LLOG beginning May 31, 2019, which includes total revenues of $159.8 million, net income attributable to the Company
of $27.1 million, income tax expense of $7.2 million and depreciation, depletion and amortization of $72.5 million.

(2)
As a result of the Malaysia Divestment, the Malaysia exploration and productions operations were reported as discontinued operations effective
January 1, 2019. The Company has reclassified financial results for the nine months ended September 30, 2018 to account for its Malaysian
exploration and production operations as discontinued operations. The financial results for the years ended December 31, 2018, 2017 and 2016
have not been reclassified and include the Malaysian exploration and production operations as continuing operations. Discontinued operations
presented here also include our former U.K. and U.S. refining and marketing operations for all periods presented.

(3)
For the years ended December 31, 2018 and 2017, income from continuing operations attributable to Malaysia operations amounted to $253.9
million and $242.1 million, respectively.

(4)
Capital expenditures presented here include accruals for incurred but unpaid capital activities, while property additions and dry holes in the
Statements of Cash Flows are cash-based capital expenditures and do not include capital accruals and geological, geophysical and certain other
exploration expenses that are not eligible for capitalization under oil and gas accounting rules. Capital expenditures for the nine months ended
September 30, 2019 includes $1,226.3 million related to the LLOG Acquisition.

(5)
See below for reconciliations of EBITDA, EBITDA from continuing operations, EBITDAX from continuing operations and Adjusted
EBITDAX to net income (loss).

(6)
We anticipate spending an annual average of approximately $325 million in capital expenditures for our Gulf of Mexico operations over the
next four years.
https://www.sec.gov/Archives/edgar/data/717423/000119312519292435/d827501d424b5.htm[11/15/2019 8:56:04 AM]

Document Outline

#1">
- #1">