Unit Corporation Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-12-29: Form 8-K; Period of report 2020-12-21; Description 8.01 Other Events; Details 8.01.
- 2020-12-11: Form 8-K; Period of report 2020-12-07; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 5.02.
- 2020-11-12: Form 8-K; Period of report 2020-11-06; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2020-11-02: Form 8-K; Period of report 2020-10-27; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-12-29 | 8-K | 2020-12-21 | 8.01 Other Events | 8.01 On December 21, 2020, the Company issued approximately 1.8 million Warrants to holders of the Company’s old common stock that did not opt-out of the releases under the Plan and that owned their shares of old common stock in street name through the facilities of The Depository Trust Company (DTC). | unt-20201221.htm |
| 2020-12-11 | 8-K | 2020-12-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.02 On December 7, 2020, the Company entered into an employment agreement (Employment Agreement) with Mr. Thomas Sell, the Company’s Interim Chief Financial Officer, under which he will continue to serve as the Company’s Interim Chief Financial Officer, Chief Financial Officer, or Chief Accounting Officer for a term of two years. 7.01 On December 11, 2020, the Company posted an investor presentation to its website at www.unitcorp.com. 8.01 On December 11, 2020, the Company issued approximately 10.5 million shares of New Common Stock to holders of the Subordinated Notes claims. | unt-20201207.htm |
| 2020-11-12 | 8-K | 2020-11-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 6, 2020, Don Hayes announced his retirement from his position as Vice President and Chief Accounting Officer of Unit Corporation (Company) effective December 31, 2020 (Retirement Date). | unt-20201106.htm |
| 2020-11-02 | 8-K | 2020-10-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 27, 2020, Unit Corporation (Company) appointed Mark E. Schell, formerly the Company’s Executive Vice President, Secretary, and General Counsel, to the position of Executive Vice President and Chief Strategy Officer. | unt-20201027.htm |
| 2020-10-27 | 8-K | 2020-10-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 David T. Merrill has stepped down as President, Chief Executive Officer (CEO), and as a director of the Company and all other positions he held with the Company and its affiliates. 7.01 On October 27, 2020, the Company issued a press release announcing the organizational changes described above. | unt-20201022.htm |
| 2020-09-10 | 8-K | 2020-09-03 | 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 The information set forth under the Introductory Note and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 In accordance with the Plan, on the Effective Date, J. Michael Adcock, Carla S. Mashinski, William B. Morgan, Larry C. Payne, G. Bailey Peyton IV, Larry D. Pinkston and Robert J. Sullivan ceased to be members of the board of directors (Board) of the Company. 5.03 On the Effective Date, under the Plan, the Company filed the Amended and Restated Certificate of Incorporation (Certificate of Incorporation) with the office of the Secretary of State of the State of Delaware. | unt-20200903.htm |
| 2020-09-10 | 8-K | 2020-09-03 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On the Effective Date, under the terms of the Plan, the Company entered into an amended and restated credit agreement (Exit Credit Agreement), providing for a $140 million senior secured revolving credit facility (RBL Facility) and a $40 million senior secured term loan facility (Term Loan Facility), among (i) the Company, UDC and UPC (together, the Borrowers), (ii) the guarantors party thereto, including the Company and all of its subsidiaries existing as of the Effective Date (other than Superior Pipeline Company, L.L.C. and its subsidiaries), (iii) the lenders party thereto from time to time (Lenders), and (iv) BOKF, NA dba Bank of Oklahoma as administrative agent and collateral agent (in such capacity, the Administrative Agent). 1.02 On the Effective Date, by operation of the Plan, all agreements, instruments, and other documents evidencing, relating to or connected with any equity interests of the Company, including the Old Common Stock, issued and outstanding immediately prior to the Effective Date, and any rights of any holder in respect thereof, were deemed cancelled, discharged and of no force or effect. 2.03 The information set forth in Item 1.01 above relating to the Exit Credit Agreement is incorporated herein by reference into this Item 2.03. 3.02 Upon the effectiveness of the Plan, all previously issued and outstanding shares of Old Common Stock were cancelled. 3.03 The information set forth under the Introductory Note and Items 1.01, 1.02, 3.02, and 5.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 As previously disclosed, on the Effective Date, all previously issued and outstanding equity interests in the Company were cancelled. 7.01 On the Effective Date, the Company issued a press release announcing its emergence from the Chapter 11 Cases. 8.01 Holders of the New Common Stock and Warrants could be subject to U.S. federal withholding tax and/or U.S. federal income tax and corresponding tax reporting obligations upon the sale, exchange or other disposition of the New Common Stock and Warrants, which could adversely impact the trading and liquidity of the New Common Stock and Warrants. | unt-20200903.htm |
| 2020-08-12 | 8-K | 2020-08-06 | 1.03 Bankruptcy or Receivership | 1.03 As previously disclosed, on May 22, 2020, Unit Corporation (Company) and its wholly owned subsidiaries, Unit Petroleum Company (UPC), Unit Drilling Company (UDC), 8200 Unit Drive, L.L.C. (8200 Unit), Unit Drilling Colombia, L.L.C. (Unit Drilling Colombia) and Unit Drilling USA Colombia, L.L.C. (Unit Drilling USA and together with the Company, UPC, UDC, 8200 Unit and Unit Drilling Colombia, the Debtors) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (Bankruptcy Code) with the United States Bankruptcy Court for the Southern District of Texas, Houston Division (Bankruptcy Court). | d69025d8k.htm |
| 2020-06-25 | 8-K | 2020-06-19 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On June 19, 2020, the Bankruptcy Court entered the Final Order (I) Authorizing the Debtors to (A) Obtain Senior Secured Superpriority Postpetition Financing and (B) Utilize Cash Collateral of the RBL Secured Parties, (II) Granting Adequate Protection to the RBL Secured Parties, (III) Modifying the Automatic Stay, and (IV) Granting Related Relief [Docket No. 173] (Final DIP Order). 1.03 On June 19, 2020, the Court entered orders granting relief on several motions filed by the Company. 2.03 The information in Item 1.01 of this Current Report is incorporated in this Item 2.03 by reference. | unt-20200619.htm |
| 2020-06-01 | 8-K | 2020-05-26 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 1.03 On May 22, 2020 (Petition Date), the Debtors filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (Bankruptcy Code) with the Bankruptcy Court. 2.03 The information in Item 1.01 of this Current Report is incorporated in this Item 2.03 by reference. 3.01 On May 26, 2020, the Company received notification from the New York Stock Exchange (NYSE) that the staff of NYSE Regulation, Inc. (NYSE Regulation) had determined to commence proceedings to delist the Company’s common stock from the NYSE. 7.01 On May 26, 2020, the Company issued a press release announcing the NYSE’s notice of delisting, which is furnished as Exhibit 99.1 to this Current Report and incorporated by reference in this Item 7.01. | unt-20200526.htm |
| 2020-05-26 | 8-K | 2020-05-22 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On May 22, 2020, Unit Corporation (“Company”) and its direct wholly owned subsidiaries, Unit Petroleum Company (“UPC”), Unit Drilling Company (“UDC”), 8200 Unit Drive, L.L.C. (“8200 Unit”), Unit Drilling Colombia, L.L.C. (“Unit Drilling Colombia”) and Unit Drilling USA Colombia, L.L.C. (“Unit Drilling USA” and together with the Company, UPC, UDC, 8200 Unit and Unit Drilling Colombia, “Company RSA Parties”), entered into a Restructuring Support Agreement (“RSA”) with (i) holders (“RBL Lenders”) of 100% of the aggregate principal amount of loans outstanding under the Senior Credit Agreement, dated as of September 13, 2011 (as amended, the “RBL Credit Agreement” and the loan facility, the “RBL Credit Facility”), by and among the Company, UPC and UDC, as borrowers, the institutions named therein as lenders and BOKF, NA dba Bank of Oklahoma, as administrative agent (“RBL Agent”) and (ii) holders (“Consenting Noteholders”) of more than 70% of the aggregate outstanding principal amount of the Company’s 6.625% senior subordinated notes due 2021 (“Subordinated Notes”). 1.03 On May 22, 2020 (“Petition Date”), the Company RSA Parties filed voluntary petitions (“Bankruptcy Petitions”) for reorganization under Chapter 11 of Title 11 of the United States Code (“Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (“Bankruptcy Court”). 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement. 7.01 On May 22, 2020, the Company issued a press release announcing its entry into the RSA and the commencement of the Chapter 11 Cases, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. 8.01 The Company and the other Company RSA Parties filed voluntary petitions on May 22, 2020 commencing the Chapter 11 Cases under the Bankruptcy Code. | unt-20200522.htm |
| 2020-05-21 | 8-K | 2020-05-15 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 On March 11, 2020, Unit Corporation (the “Company”) and certain of its subsidiaries (the Company and such subsidiaries, collectively, the “Borrowers”) entered into a Standstill and Amendment Agreement in respect of that certain Senior Credit Agreement, dated as of September 13, 2011 (as amended, supplemented or otherwise modified, the “Credit Agreement”) with the lenders party thereto (collectively, the “Lenders”) and BOKF, NA dba Bank of Oklahoma, as administrative agent for the Lenders (the “Administrative Agent”), as amended by a First Amendment to Standstill and Amendment Agreement dated April 15, 2020, a Second Amendment to Standstill and Amendment Agreement dated April 17, 2020 and a Third Amendment to Standstill and Amendment Agreement dated May 4, 2020, by and among the Borrowers and the Administrative Agent on behalf of the Lenders (as so amended, the “Standstill Agreement”). 5.02 On May 15, 2020, the compensation committee of the board of directors of the Company adopted an amendment (each, an “Amendment”) to (i) the Separation Benefit Plan of Unit Corporation and Participating Subsidiaries (the “Separation Benefit Plan”) and (ii) the Special Separation Benefit Plan of Unit Corporation and Participating Subsidiaries (the “Special Separation Benefit Plan” and, collectively with the Separation Benefit Plan, the “Separation Plans”). 8.01 On May 15, 2020, the Company elected to utilize a 30-day grace period with respect to, and not to make, the approximate $21.5 million semi-annual interest payment that was due on May 15, 2020 (the “Interest Payment Date”) under the Company’s outstanding 6.625% Senior Subordinated Notes Due 2021 (the “Subordinated Notes”). | unt-20200515.htm |
| 2020-05-07 | 8-K | 2020-05-07 | 8.01 Other Events | 8.01 Unit Corporation (the “company”) is filing this Current Report on Form 8-K to disclose its intention to rely on the U.S. Securities and Exchange Commission’s (the “SEC”) Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) to delay the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “10-Q”) due to circumstances related to the outbreak of a novel coronavirus disease (“COVID-19”). | unt-20200507.htm |
| 2020-05-05 | 8-K | 2020-05-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | unt-20200504.htm |
| 2020-04-22 | 8-K | 2020-04-17 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 The Company regrets to report the death of one of its directors, Gary R. Christopher, who passed away on April 21, 2020. | unt-20200417.htm |
| 2020-04-17 | 8-K | 2020-04-13 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On April 13, 2020, the Audit Committee of the Board of Directors (the “Audit Committee”) of Unit Corporation (“the company”), a Delaware corporation, dismissed PricewaterhouseCoopers LLP (“PwC”) as its independent registered public accounting firm. | unt-20200413.htm |
| 2020-04-16 | 8-K | 2020-04-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | unt-20200415.htm |
| 2020-03-31 | 8-K | 2020-03-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 25, 2020, John Cromling gave notice to the company of his intent to retire as Executive Vice President of Unit Drilling Company, the company’s wholly-owned contract drilling subsidiary. | unt-20200325.htm |
| 2020-03-16 | 8-K | 2020-03-11 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | unt-20200311.htm |
| 2020-03-16 | 8-K | 2020-03-16 | 2.02 Results of Operations and Financial Condition | 2.02 On March 16, 2020, the Company issued a press release announcing its financial results for the three and twelve month periods ending December 31, 2019. | unt-20200316.htm |
| 2020-02-21 | 8-K | 2020-02-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 18, 2020, Larry D. Pinkston notified the board of directors of the company of his decision to retire as the President and Chief Executive Officer of the company, effective March 31, 2020. | unt-20200218.htm |
| 2020-02-03 | 8-K | 2020-02-03 | 8.01 Other Events | 8.01 On February 3, 2020, Unit Corporation (the “Company”) announced that it has extended the Expiration Date for its previously announced 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 and 7.000% Junior Secured Notes due 2025, upon the terms and conditions set forth in the prospectus relating to the Exchange Offer included in Amendment No. 2 to the Registration Statement filed with the Securities and Exchange Commission. | d859362d8k.htm |
| 2020-01-13 | 8-K | 2020-01-13 | 8.01 Other Events | 8.01 On January 13, 2020, Unit Corporation (the “Company”) announced that it has extended the Expiration Date for its previously announced 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 and 7.000% Junior Secured Notes due 2025, upon the terms and conditions set forth in the prospectus relating to the Exchange Offer included in Amendment No. 2 to the Registration Statement filed with the Securities and Exchange Commission. | d845430d8k.htm |