Each one in plain English, with the numbers worked through for a shareholder.
12 July 2012material agreement● NeutralMajor
On July 10, 2012, Unit's Unit Petroleum subsidiary agreed to buy oil and gas properties in western Oklahoma and the Texas panhandle from Noble Energy for $617.1 million cash, with Unit Corporation as guarantor. Closing is expected by September 17, 2012; financing is to come from cash, the senior revolving credit facility and possibly other long-term debt, and about $61.7 million is in escrow that goes to Noble if the deal ends for reasons other than Noble's breach or title/environmental defects.
On November 21, 2011, Unit's Superior Pipeline subsidiary signed a five-year gas purchase agreement with Sullivan and Company, a firm for which Unit director Robert Sullivan, Jr. is a manager. Sullivan sells gas from 23 northern Oklahoma wells to Superior, with proceeds split 90% to Sullivan and 10% to Superior; the filing says terms are arm's length and at market rates, and the contract was signed after audit committee and legal review, with a term start of September 1, 2011.
On September 13, 2011, Unit signed a new five-year Senior Credit Agreement with BOKF (formerly Bank of Oklahoma), Compass Bank, Bank of America and Bank of Montreal, replacing the May 2007 credit agreement. It sets an initial Total Commitment of $250 million, a Maximum Credit Amount of $750 million and an initial Borrowing Base of $537.5 million, and its proceeds will refinance existing debt and fund working capital.
2 June 2011material agreement termination● Neutral
Chairman John Nikkel's consulting agreement ended on May 31, 2011 by mutual agreement, with no termination penalties. He had been paid $5,834 per month on a month-to-month basis. This closes the arrangement renewed each year since 2005; the filing does not say he is leaving the board.
Unit closed the $250 million 6 5/8% senior subordinated notes due May 15, 2021, issued under an indenture with Wilmington Trust FSB and guaranteed by its domestic subsidiaries. Interest is paid semi-annually from November 15, 2011; proceeds go to repay credit facility borrowings (about $185.0 million outstanding at March 31, 2011) and working capital. Holders can require repurchase at 101% on a change of control. This completes the offering priced on May 11.
Unit priced an upsized public offering of $250 million of 6 5/8% senior subordinated notes due 2021 (up from a planned $200 million), underwritten by Merrill Lynch and others and guaranteed by its wholly-owned domestic subsidiaries. Net proceeds are meant to repay borrowings under its unsecured credit facility (about $185.0 million outstanding at March 31, 2011) and for general working capital.
Unit extended Chairman John Nikkel's consulting agreement for another one-year term from April 1, 2010, at the same $70,000 per year described in the filing. This continues the annual renewals.
Board approved changes to the 2000 non-employee directors' stock option plan: term extended from May 2010 to May 2017, and shares available raised from 210,000 to 510,000, with clawback provisions. Each non-employee director got a one-time contingent grant of 3,063 shares, void unless stockholders approve the plan. Separately, Chairman Nikkel's $70,000-per-year consulting agreement was extended one year from April 1, 2009.
25 Mar 2009security holder rights change● NeutralMajor
Unit amended its shareholder rights plan so the George Kaiser Family Foundation is not treated as an 'acquiring person' while it holds between 15% and 25% of the shares. In a standstill agreement, GKFF agreed not to seek control, board representation or proxy solicitation, not to exceed 25%, and generally to vote with the board's recommendations while it holds at least 15%. Additional GKFF share purchases won't count as a change of control under employee benefit plans.
First amendment to the May 2007 senior credit agreement raises the aggregate commitment from $275 million to $325 million and replaces the pricing schedule. Sterling Bank leaves the lender group and Compass Bank takes its share; seven lenders remain, with Bank of Oklahoma, Bank of America and BMO each holding 18.75%.
Unit and Chairman John Nikkel renewed and amended his consulting agreement for another year from April 1, 2008. The filing does not state the changes; the prior terms were $70,000 per year plus office space and secretarial service.
Unit replaced its January 2004 credit agreement (and amendments) with a new amended and restated senior credit agreement led by Bank of Oklahoma. It has an aggregate commitment of $275 million, a maximum credit amount of $400 million, an initial borrowing base of $425 million and a five-year term. Proceeds refinance existing debt and fund working capital, letters of credit and general purposes, resolving the series of short-term amendments.
Unit signed another one-year consulting agreement (effective April 1, 2007) with Chairman John Nikkel on substantially the same terms as before: $70,000 per year plus office space and secretarial service. Nikkel remains on the board as Chairman; this renews the arrangement begun when he retired as CEO in 2005.
Fourth amendment to the credit agreement extends the facility termination date from January 31, 2008 to May 31, 2008. This continues the series of amendments begun with the October 2006 third amendment.
Unit announced its 2007 capital budgets: Unit Petroleum $326 million excluding acquisitions ($280 million for drilling), up 35% on estimated 2006, with 270 wells planned (up 11%). Unit Drilling budgeted $131 million (down 25%) after ending 2006 with a record 117 rigs, and Superior Pipeline budgeted $25 million. In 2006, 214 of 244 completed wells were producers (88%).
Unit amended its bank credit agreement (third amendment), raising the maximum credit amount from $235 million to $275 million and the borrowing base from $300 million to $375 million until the next scheduled determination date. A $60,000 facility fee was incurred.
