Current Report Filing (8-k)
November 05 2019 - 09:25AM
Edgar (US Regulatory)
UNIT CORP false 0000798949 0000798949
2019-11-05 2019-11-05
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): November 5,
2019

Unit
Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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1-9260
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73-1283193
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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8200 South Unit Drive.
Tulsa, Oklahoma
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74132
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (918)
493-7700
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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240. 13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock
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UNT
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NYSE
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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).
Emerging growth company ☐
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. ☐
On November 5, 2019, Unit Corporation (the “Company”) announced
that it plans to launch an offer to exchange (the “Exchange Offer”)
any and all of its existing 6.625% Senior Subordinated Notes due
2021 (CUSIP No. 909218AB5/ISIN US909218AB56) (the “Old Notes”) for
new Second Lien Senior Secured Notes (the “New Notes”), upon the
terms and conditions set forth in the Registration Statement filed
with the Securities and Exchange Commission (the “Registration
Statement”).
The New Notes will be guaranteed, jointly and severally, by each of
Unit’s subsidiaries that guarantees the Old Notes and Unit’s first
lien credit facility will be senior in right of payments to the Old
Notes and will be secured by a second-priority lien on the current
and future assets of Unit and the guarantor subsidiaries that
secure the first lien credit facility, subject to certain exception
described in the Registration Statement.
In conjunction with the Exchange Offer, Unit will be soliciting
consents (the “Consents”) from the holders of the Old Notes (the
“Consent Solicitation”) to eliminate substantially all of the
restrictive covenants from the indenture governing the Old Notes,
modify or eliminate certain other provisions in the indenture and
waive any existing defaults and events of default under the
indenture as provided in the Registration Statement. The Exchange
Offer will be conditioned upon either (i) the consummation of the
amendment to the Company’s Credit Agreement or (ii) a refinancing
or replacement of the Company’s Credit Agreement. The Exchange
Offer will not be subject to the consummation of the Consent
Solicitation or any other minimum participation conditions.
Unit will pay a soliciting dealer fee equal to $2.50 for each
$1,000 principal amount of Old Notes validly tendered for exchange
and not validly withdrawn pursuant to the Exchange Offer to retail
brokers that are appropriately designated by their clients to
receive this fee; provided that such fee will only be paid with
respect to the first $200,000 aggregate principal amount of Old
Notes exchanged by an individual beneficial holder.
The Exchange Offer described in Exhibit 99.1 has not yet commenced.
This notice shall not constitute an offer to buy, 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. The Exchange Offer will be made only pursuant to the
Registration Statement and related materials that the Company
expects to file upon commencement with the Securities and Exchange
Commission.
The information in this report and in Exhibit 99.1 shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or
incorporated by reference in any filing under the Securities Act of
1933, as amended (the Securities Act), or the Exchange Act, except
as expressly set forth by specific reference in the filing.
The press release furnished as an exhibit to this report contains
forward-looking statements within the meaning of the Securities Act
and the Exchange Act. Those forward-looking statements are subject
to certain risks and uncertainties, as disclosed by the Company
occasionally in its filings with the SEC. Because of these risks,
the Company’s actual results may differ materially from those
indicated or implied by the forward-looking statements. Except as
required by law, we disclaim any obligation to publicly update or
revise forward looking statements after the date of this report to
conform them to actual results.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
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.
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UNIT CORPORATION
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Date: November 5, 2019
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By:
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/s/ Mark E. Schell
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Name:
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Mark E. Schell
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Title:
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Senior Vice President, Secretary & General Counsel
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