Unit Corporation (NYSE:UNT) Files An 8-K Entry into a Material Definitive Agreement

Unit Corporation (NYSE:UNT) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive Agreement.

On April 4, 2017, the Company entered into a Distribution Agreement
(Agreement) with Raymond James Associates, Inc. as the Sales Agent.
Under the Agreement the Company may, from time to time, offer,
issue, and sell shares of the Companys common stock, having an
aggregate offering price of up to $100 million (Shares).
Sales of the Shares, if any, may be made under ordinary brokers
transactions on the NYSE through at-the-market offerings or as
otherwise agreed by the Company and the Sales Agent. Under the
Agreement, the Company may also sell Shares to the Sales Agent as
principal for its own account at a price to be agreed between the
Company and the Sales Agent. Neither the Company nor the Sales
Agent is required to sell any specific number or dollar amount of
Shares.
The Agreement provides that the Sales Agent will be entitled to
compensation of 2.0% of the gross sales price of the Shares it
sells.
The Company made certain customary representations, warranties, and
covenants in the Agreement, and also agreed to indemnify the Sales
Agent against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (Securities Act). The Agreement
will terminate on the earliest to occur of (1) the date that the
maximum shares have been sold and (2) the twelve-month anniversary
of the date of the Agreement. The Agreement may also be terminated
by either the Company or the Sales Agent by written notice, subject
to the terms and conditions under the Agreement.
The Shares will be issued under the Companys shelf registration
statement on Form S-3 (Registration No. 333- 202956), as amended
and supplemented occasionally, and which became effective on March
25, 2016, including the base prospectus contained in the
registration statement, as supplemented by the prospectus
supplement filed with the Securities and Exchange Commission under
Rule 424(b) under the Securities Act on April 4, 2017.
The above description of the Agreement is not meant to be complete
and is qualified in its entirety by reference to the complete text
of the Agreement, which is filed as Exhibit 1.1 to this report and
incorporated in this report by reference.
The legal opinion relating to the Shares is included as Exhibit 5.1
to this report.
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March 31, 2017, Mr. Frank Young, age 47, was appointed as the
Executive Vice President of Unit Petroleum Company (UPC), a
wholly-owned subsidiary of the Company.
Under his new position, Mr. Young will be paid a salary of $410,000
per year and participate in employee benefits on terms similar to
other executive officers, including eligibility for annual bonuses
and equity incentives. Mr. Young will also receive a restricted
stock unit award of 35,000 units under the Companys Second Amended
and Restated Unit Corporation Stock and Incentive Compensation Plan
and an award agreement. Forty percent of the restricted stock units
will vest in equal installments over three years beginning March 9,
2018, and vesting of the remaining restricted stock units is
contingent on meeting certain performance goals.
Section 8 – Other Events.
Item 8.01. Other Events.
On April 4, 2017, the Company issued a press release announcing
that UPC completed its acquisition of certain oil and natural gas
assets from an undisclosed seller. That acquisition includes
approximately 8,300 net acres primarily in Grady and Caddo Counties
in western Oklahoma. The purchase price was approximately $57
million in cash plus 180 net acres in McClain County, Oklahoma,
subject to certain possible adjustments. The effective date of this
acquisition is January 1, 2017.
The information included in this item and in exhibit 99.1 shall
not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (Exchange Act), or incorporated
by reference in any filing under the Securities Act, or the
Exchange Act, except as expressly set forth by specific reference
in the filing.
The press release furnished as an exhibit to this report contains
forward-looking statements within the meaning of the Securities
Act and the Exchange Act. Those forward-looking statements are
subject to certain risks and uncertainties, as disclosed by the
Company occasionally in its filings with the Securities and
Exchange Commission. Because of these risks, the Company’s
actual results may differ materially from those indicated or
implied by the forward-looking statements. Except as required by
law, we disclaim any obligation to publicly update or revise
forward looking statements after the date of this report to
conform them to actual results.
Section 9 – Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1
Distribution Agreement, dated as of April 4, 2017,
between the Company and Raymond James Associates,
Inc.
5.1
Opinion of Gable Gotwals, A Professional Corporation
23.1
Consent of Gable Gotwals, A Professional Corporation
(included as part of Exhibit 5.1)
99.1
Unit Corporation press release dated April 4, 2017


About Unit Corporation (NYSE:UNT)

Unit Corporation is an oil and natural gas contract drilling company. The Company has operations in the exploration and production and mid-stream areas. The Company operates through three segments: Oil and Natural Gas, Contract Drilling and Mid-Stream. It is primarily engaged in the exploration, development, acquisition, and production of oil and natural gas properties, the land contract drilling of natural gas and oil wells, and the buying, selling, gathering, processing and treating of natural gas. Its Oil and Natural Gas operations are carried out by its subsidiary Unit Petroleum Company. The Oil and Natural Gas segment explores, develops, acquires, and produces oil and natural gas properties. Contract Drilling operations are carried out by subsidiary Unit Drilling Company. It drills onshore oil and natural gas wells for its own account, as well as for other oil and natural gas companies. Its Mid-Stream operations are carried out by subsidiary Superior Pipeline Company, L.L.C.

Unit Corporation (NYSE:UNT) Recent Trading Information

Unit Corporation (NYSE:UNT) closed its last trading session 00.00 at 23.29 with 703,030 shares trading hands.

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