Each one in plain English, with the numbers worked through for a shareholder.
27 Nov 2019business combination● Neutral
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.
UNIT CORP shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
UNIT CORP shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
UNIT CORP shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
UNIT CORP shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).