Each one in plain English, with the numbers worked through for a shareholder.
1 June 2023dividend declaration▲ Good
On June 1, 2023 Unit declared the $2.50 per share quarterly dividend for the second quarter, payable June 26, 2023 to holders of record on June 16, funded from cash on hand. This carries out the quarterly policy announced in January 2023; the filing says future dividends remain at the board's discretion.
On January 5, 2023 Unit announced a special cash dividend of $10.00 per share, payable January 31, 2023 to holders of record on January 20, and a quarterly dividend policy starting with a first payment of $2.50 per share in the second quarter. Dividends will come from cash on hand, and the filing says future ones are at the board's discretion. This is the first dividend in the filings so far, following the 2020 emergence from bankruptcy.
On April 29, 2022 Superior Pipeline, owned equally by Unit and SP Investor Holdings, signed a new four-year, $135M secured revolving credit facility with BOKF as agent and several other banks. It can be raised to $200M, replaces Superior's earlier credit agreement (described as 'Amended and Restated'), and Superior must keep its debt-to-earnings ratio at or below 3.50 to 1.00. The debt is Superior's own, not stated to be a direct obligation of Unit.
On September 3, 2020 Unit's plan took effect and it emerged from Chapter 11. The old common stock was cancelled, the $650M 6.625% subordinated notes were cancelled in exchange for new shares, and the DIP loan was paid in full. Unit signed a new exit credit agreement with BOKF as agent: a $140M revolver and a $40M term loan, maturing March 1, 2024, with $92M of revolver and $40M of term loan drawn on emergence, secured partly by Unit's stake in Superior Pipeline. Old shareholders who did not opt out of releases get warrants over about 1.8 million new shares, exercisable only after all general unsecured claims are resolved, expiring no later than September 3, 2027, and carrying no shareholder rights. Unit filed a Form 15 on September 4 to deregister the old stock.
On August 6, 2020 the bankruptcy court confirmed Unit's Chapter 11 plan, which the May 22 filing had started. Under the plan, the existing common stock will be cancelled and all existing funded debt and equity extinguished. Common holders who did not opt out of the releases get seven-year warrants for 12.5% of the new shares, at an exercise price equal to the $650M notes plus interest to May 15, 2021. Noteholders and general unsecured creditors get new shares, bank and DIP lenders get exit facility loans (up to $180M), and DIP lenders also get a 5% equity fee. The plan takes effect only once its conditions are met, and the filing gives no assurance on timing.
On May 22, 2020 Unit and five subsidiaries filed Chapter 11 in Houston under a Restructuring Support Agreement with 100% of its bank lenders and holders of over 70% of the 6.625% subordinated notes; this resolves the standstill and the note-exchange thread. Under the plan, noteholders and general unsecured creditors of Unit and Unit Petroleum get new shares, and common shareholders who do not opt out of releases get seven-year warrants for 12.5% of the new shares, with an exercise price equal to the $650M notes plus interest to May 15, 2021. A $36M debtor-in-possession loan (up to $18M initially) is planned, bank commitments were terminated after an $8M final borrowing, and a lender exit facility of at least $180M is planned. Superior Pipeline and its parent SPC are not debtors, and a continuation agreement keeps the Superior joint venture with SP Investor in place.
On May 4, 2020 Unit and its lenders signed a third amendment extending the standstill on the senior credit agreement to 3:00 p.m. Central on May 15, 2020, unless the agent gives notice of a termination event sooner. A second amendment dated April 17, 2020 is also referenced. This continues a series of short extensions with no longer-term deal shown.
On April 13, 2020 Unit's audit committee dismissed PricewaterhouseCoopers and on April 17 hired Grant Thornton as auditor for fiscal 2020. The filing says PwC's 2019 report included a going-concern explanatory paragraph, reports no disagreements, and states the material weakness in financial reporting controls (flagged since 2018) was remediated as of December 31, 2019. The filing gives no reason for the change.
On April 15, 2020 Unit and its senior lenders (agent BOKF) signed a first amendment extending the March 11 standstill, but only until the earlier of a lender termination notice or 3:00 p.m. Central on April 17, 2020. This continues the lender standstill thread; the filing shows only a two-day extension and no agreement on longer-term credit terms.
On March 11, 2020 Unit and its lenders, led by BOKF, signed a standstill agreement on the senior credit agreement. The lenders agreed to hold off on the borrowing base review due around April 1, 2020 and on exercising certain remedies until April 15, 2020 or an earlier termination event. In return, Unit must repay borrowings with cash above $15 million each week, borrow no more than $15 million in total, follow a lender-approved 13-week cash budget, and accept limits on executive pay changes. The filing says there is no assurance a further agreement will be reached by the end of the standstill. This follows the earlier credit amendments, and the filing does not say whether the note exchange was completed.
On December 19, 2019 the NYSE told Unit its stock failed the minimum listing standard because the average closing price was below $1.00 over 30 consecutive trading days. Unit has six months to get back above $1.00 and stays listed during that period, but faces suspension and delisting if it fails. This is a new risk for shareholders alongside the debt exchange.
Unit filed a second amendment to the exchange offer registration, keeping the same terms ($735 of 10.000% Senior Secured Notes due 2024 or $1,000 of 7.000% Junior Secured Notes due 2025 per $1,000 of old notes) and the December 13, 2019 expiry. The early tender deadline moved from November 25 to November 29, 2019. The filing text shown still lists the consent revocation deadline as November 25, 2019.
Unit revised its note exchange offer with terms now filled in. Holders of the $650 million 6.625% notes due 2021 can choose $735 of 10.000% Senior Secured Notes due 2024 (second lien, capped at $300 million in total) or $1,000 of 7.000% Junior Secured Notes due 2025 (third lien) per $1,000 tendered by the early deadline of November 25, 2019. Later tenders get $685 or $950, and the offer expires December 13, 2019. The senior secured option is less than face value, so the senior secured option swaps notes at a discount. The offer is still conditioned on a credit agreement amendment or refinancing.
Unit filed a registration statement for an offer to swap its $650 million of 6.625% senior subordinated notes due 2021 for new second lien senior secured notes, and to ask noteholders to agree to remove most of the old notes' restrictions. The new notes' rate, maturity and exchange terms were left blank in this draft. The offer depends on amending or replacing the senior credit agreement, a condition the filing says will not be waived.
On October 18, 2018 Unit signed a Fifth Amendment to its senior credit agreement, extending its term to October 18, 2023 (subject to conditions), lowering borrowing and non-use fees, and removing the senior debt to EBITDA ratio requirement. The total commitment and borrowing base stay at $425 million.
On August 1, 2018 Unit's board said its Q1 2018 financial statements must be restated and its 2017 statements revised, because of cash-flow classification errors between operating and investing activities of about $45 million (Q1 2018, judged material) and about $14 million (2017, judged immaterial). The company says revenue, net income, total assets, cash, liquidity, debt covenant compliance and shareholders' equity are unaffected, and it identified a material weakness in financial reporting controls.
On May 10, 2018 Superior Pipeline, now owned equally by Unit and SP Investor Holdings, signed its own five-year, $200 million secured revolving credit facility (expandable to $250 million) with a bank group led by BOKF. It is secured by liens on certain Superior plants and gathering systems and is separate from Unit's own credit agreement; proceeds are for capital spending, acquisitions, working capital and letters of credit.
The Superior Pipeline sale closed April 3, 2018 for $300 million cash, resolving the pending deal; Unit now owns half of Superior. Proceeds went to pay down bank debt, and the Fourth Amendment to the credit agreement (April 2, 2018) then cut the total commitment, maximum credit and borrowing base to $425 million and released Superior from the credit agreement. The filing says proceeds will also fund faster drilling by Unit Petroleum, more investment in Superior, and working capital.
On March 28, 2018 Unit agreed to sell 50% of Superior Pipeline, its wholly owned midstream business, to SP Investor Holdings (owned by OPTrust and Partners Group funds) for about $300 million in cash, with closing expected April 3, 2018. Unit would keep the other 50%. Closing remains subject to customary conditions.
On March 7, 2018 Unit and Raymond James extended their April 2017 stock distribution agreement to April 4, 2019. The agreement lets Unit issue stock with an aggregate offering price of up to $100 million; other terms are unchanged. The filing does not say any shares have been or will be sold.
This amendment only fixes typographical errors in the April 8, 2016 filing: the total commitment being reduced was $500 million, not $550 million (it still falls to $475 million), and the floating-rate margin schedule is corrected to 1.00% to 2.00%. It changes no other terms.
On April 8, 2016 Unit signed a Third Amendment to its senior credit agreement: the borrowing base falls from $550 million to $475 million and the maximum credit amount from $900 million to $875 million. It adds a cap on senior debt to EBITDA of 2.75x through March 2019 (then funded debt to EBITDA of 4.0x), and pledges 85% of the value of its proved developed producing oil and gas properties and 100% of its ownership in Superior Pipeline as collateral. The filing's total commitment figure was a typo, corrected in the next filing.
Unit signed a Second Amendment to its senior bank credit agreement on April 10, 2015. It cuts the Borrowing Base from $900 million to $725 million, extends the facility's end date to April 10, 2020, and removes the $950 million cap on subordinated debt (previously set in the September 2012 amendment tied to the Noble deal), so there is now no cap.
On November 13, 2012, Unit filed a registration statement offering to swap up to $400 million of its unregistered 6 5/8% senior subordinated notes due 2021 (issued July 24, 2012) for identical registered notes, as required under the earlier registration rights agreement. The new notes drop the special mandatory redemption feature and transfer restrictions; this is a paperwork step for noteholders and does not change the amount of debt.
On September 5, 2012, Unit amended its September 2011 credit agreement with a bank group, raising the Total Commitment to $500 million, the Maximum Credit Amount to $900 million and permitted subordinated debt to $950 million. When the Noble Energy purchase closes, the Borrowing Base rises to $800 million until the next scheduled redetermination on October 1, 2012.
On July 24, 2012, Unit completed the $400 million issue of 6.625% senior subordinated notes due May 15, 2021, with net proceeds of about $386.7 million to partly fund the Noble Energy purchase. If the acquisition has not closed by November 30, 2012, or the purchase agreement is terminated before then, the notes must be redeemed at 98.75% or 99.75% of principal plus interest (depending on timing); Unit must also register an exchange of the notes with the SEC.
On July 12, 2012, Unit agreed to sell $400 million of 6 5/8% senior subordinated notes due 2021 (upsized from a planned $350 million) to initial purchasers led by Merrill Lynch, with expected net proceeds of about $386.7 million and closing expected July 24. The money is intended to partly fund the pending Noble Energy acquisition, continuing the financing of that deal; the notes are priced at 98.75% of par.