Unit Corporation (NYSE:UNT) (the “Company”) announced that it
has commenced an offer to exchange (the “Exchange Offer”) any and
all of its outstanding 6.625% Senior Subordinated Notes due 2021
(CUSIP No. 909218AB5 / ISIN US909218AB56) (the “Old Notes”) for
newly issued 10.000% Senior Secured Notes due 2024 (the “Senior
Secured Notes”) and 7.000% Junior Secured Notes due 2025 (the
“Junior Secured Notes” and, together with the Senior Secured Notes,
the “New Notes”), upon the terms and conditions set forth in the
prospectus relating to the Exchange Offer (the "Prospectus")
included in Amendment No. 1 to the Registration Statement filed
with the Securities and Exchange Commission (the “Registration
Statement”).
Holders may elect to receive Senior Secured Notes or Junior
Secured Notes in exchange for their Old Notes. Holders must validly
tender (and not withdraw) their Old Notes at or before 5:00 p.m.,
New York City time, on November 25, 2019 (the “Early Tender Date”),
unless extended by the Company, to be eligible to receive the Early
Exchange Consideration set forth below. Old Notes tendered after
the Early Tender Date but before the Expiration Date (as defined
below) will be eligible to receive only the Late Exchange
Consideration set forth below. Subject to the terms and conditions
of the Exchange Offer set forth in the Prospectus, for each $1,000
principal amount of Old Notes validly tendered (and not
withdrawn):
- at or before the Early Tender Date, holders of Old Notes may
elect to receive either $735 principal amount of Senior Secured
Notes or $1,000 principal amount of the Junior Secured Notes
(together, the “Early Exchange Consideration”); and
- after the Early Tender Date and before the Expiration Date,
holders of Old Notes may elect to receive either $685 principal
amount of Senior Secured Notes or $950 principal amount of the
Junior Secured Notes (together, the “Late Exchange Consideration”),
in each case subject to proration as described below.
In addition to the Early Exchange Consideration or Late Exchange
Consideration, as applicable, accrued and unpaid interest on all
validly tendered Old Notes accepted for exchange will be paid in
cash on closing of the Exchange Offer.
The aggregate maximum amount of Senior Secured Notes and Junior
Secured Notes to be issued in the Exchange Offer is limited to $300
million and $650 million, respectively. If the aggregate principal
amount of Senior Secured Notes required to exchange all Old Notes
validly tendered and not withdrawn pursuant to elections would
exceed $300 million (the “Senior Secured Notes Cap”), each
tendering holder who made an election to receive Senior Secured
Notes will have the amount of Old Notes it tendered for Senior
Secured Notes accepted on a pro rata basis such that the aggregate
principal amount of Senior Secured Notes issued in the Exchange
Offer equals the Senior Secured Notes Cap, and the balance of Old
Notes each such holder tendered that was not accepted for exchange
into Senior Secured Notes will be exchanged into $1,000 principal
amount of Junior Secured Notes per $1,000 principal amount of such
balance of Old Notes validly tendered (and not validly withdrawn)
at or before the Early Tender Date or $950 principal amount of
Junior Secured Notes per $1,000 principal amount of such balance of
Old Notes validly tendered (and not validly withdrawn) after the
Early Tender Date and prior to the Expiration Date. Holders who
tender Old Notes and elect to receive Junior Secured Notes will not
be subject to proration.
The New Notes will be guaranteed, jointly and severally, by each
of the Company’s subsidiaries that guarantees the Old Notes and
will be senior in right of payment to the Old Notes. The Senior
Secured Notes will be secured by a second-priority lien, and the
Junior Secured Notes will be secured by a third-priority lien, in
each case on the current and future assets of the Company and the
subsidiary guarantors that secure the Company's first lien credit
facility, subject to certain exceptions described in the
Registration Statement. The Senior Secured Notes will mature on
December 15, 2024. The Junior Secured Notes will mature on December
15, 2025.
In conjunction with the Exchange Offer, the Company is
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 (the “Existing Indenture”), modify or eliminate certain other
provisions in the Existing Indenture and waive any existing
defaults and events of default under the Existing Indenture as
provided in the Registration Statement. The Exchange Offer is
conditioned upon either (i) the consummation of an amendment to the
Company’s first lien credit facility or (ii) a refinancing or
replacement of the Company’s first lien credit facility, as further
described in the Registration Statement. The Exchange Offer is not
subject to the consummation of the Consent Solicitation or any
other minimum participation conditions.
The Exchange Offer will expire at 11:59 p.m., New York City
time, on December 13, 2019 (the “Expiration Date”), unless extended
by the Company. Tenders may be validly withdrawn at any time on or
before the Expiration Date.
Consents to the proposed amendments may be revoked at any time
prior to 5:00 p.m., New York City time, on November 25, 2019 (the
“Consent Revocation Deadline”), unless extended by the Company, but
may not be revoked at any time thereafter. Consents may be revoked
only by validly withdrawing the associated tendered Old Notes. A
valid withdrawal of tendered Old Notes prior to the Consent
Revocation Deadline will be deemed to be a concurrent revocation of
the related Consent to the proposed amendments to the Existing
Indenture, and a revocation of a Consent to the proposed amendments
prior to the Consent Revocation Deadline will be deemed to be a
concurrent withdrawal of the related tendered Old Notes. However, a
valid withdrawal of Old Notes after the Consent Revocation Deadline
will not be deemed a revocation of the related Consents and
Holders’ Consents will continue to be deemed delivered.
The Company 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 under 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.
BofA Securities is acting as dealer manager in connection with
the proposed Exchange Offer and Consent Solicitation. Holders of
the Old Notes may contact BofA Securities toll-free at (888)
292-0070 or collect at (980) 388-4813 with questions they may have
regarding the Exchange Offer. Global Bondholder Services
Corporation is serving as information and exchange agent for the
proposed Exchange Offer and Consent Solicitation. You should direct
questions, requests for assistance and requests for copies of the
prospectus to the agent at (212) 430-3774 (for banks and brokers)
or (866)-470-4200 (toll free) (all others) or
contact@gbsc-usa.com.
Important Information about the
Exchange Offer
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any
security.
Security holders are strongly urged to carefully review the
Registration Statement, the Prospectus and the other related
documents and materials filed with the Securities and Exchange
Commission (the “SEC”), and any amendments and supplements thereto
because they will contain important information about Company and
the Exchange Offer and the Consent Solicitation and are the sole
means by which any offer to exchange or any solicitation of any
such offer will be made.
Investors and security holders may obtain a free copy of the
Registration Statement, the Prospectus and related materials, and
other documents filed by the Company with the SEC, at the SEC’s
website, www.sec.gov. Free copies of the Company’s filings with the
SEC have been made available on the Company’s website,
http://www.unitcorp.com.
A Registration Statement relating to these securities has
been filed with the SEC but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted before
the Registration Statement becomes effective.
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act. All
statements, other than statements of historical facts, included in
this release that address activities, events, or developments that
the Company expects, believes, or anticipates will or may occur are
forward-looking statements. Several risks and uncertainties could
cause actual results to differ materially from these statements,
including factors described occasionally in the Company’s publicly
available SEC reports. The Company assumes no obligation to update
publicly such forward-looking statements, whether because of new
information, future events, or otherwise.
Unit Corporation is a Tulsa-based, publicly held energy company
engaged through its subsidiaries in oil and gas exploration,
production, contract drilling and natural gas gathering and
processing. Unit’s Common Stock is listed on the New York Stock
Exchange under the symbol UNT. For more information about Unit
Corporation, visit its website at http://www.unitcorp.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191112006107/en/
Michael D. Earl Vice President, Investor Relations (918)
493-7700 www.unitcorp.com
Unit (NYSE:UNT)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Unit (NYSE:UNT)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024