0000798949FALSE00007989492022-06-072022-06-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2022
Unit Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-9260 | | 73-1283193 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 8200 South Unit Drive, | Tulsa, | Oklahoma | 74132 | US |
| (Address of principal executive offices) | (Zip Code) | (Country) |
Registrant’s telephone number, including area code: (918) 493-7700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A* |
* The registrant’s common stock is currently quoted on the OTC Pink under the ticker symbol "UNTC”.
Item 7.01 Regulation FD Disclosure.
On June 10, 2022, Unit Corporation (the "Company”) issued a press release announcing an update to its divestiture process and stock repurchase program.
A copy of that release is furnished with this filing as Exhibit 99.1.
The information contained in this report, including Exhibit 99.1, is being furnished and shall not be deemed "filed” for any purposes, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such 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 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | Description |
| 99.1 | |
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Unit Corporation |
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| Date: June 10, 2022 | By: | /s/ Drew Harding |
| | | Drew Harding
Vice President, Secretary & General Counsel |
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| News | UNIT CORPORATION |
| | 8200 South Unit Drive, Tulsa, Oklahoma, 74132 |
| | Telephone 918 493-7700, Fax 918 493-7711 |
| | | | | |
| Contact: | Rene Punch |
| Investor Relations |
| | (918) 493-7700 |
| www.unitcorp.com |
For Immediate Release
June 10, 2022
UNIT CORPORATION ANNOUNCES UPDATE OF DIVESTITURE PROCESS AND EXPANSION OF ITS STOCK REPURCHASE PROGRAM
Tulsa, Oklahoma . . . Unit Corporation (OTC Pink: UNTC) (Company) announced today that it has ended its engagement with Tudor, Pickering, Holt & Co. (TPH) as advisor for the previously announced process to sell up to all of its oil and gas properties and reserves. The decision to terminate the Company’s engagement with TPH was primarily based on significant increase in the price of oil, natural gas, and natural gas liquids since the process was announced, as well as factors created by general volatility in the market. During the process, the Company entered into an agreement to sell its Gulf Coast oil and gas properties for $56 million, subject to customary adjustments. That agreement is set to close on July 1, 2022. The Company will continue to evaluate acquisition and divestiture opportunities in the ordinary course of business.
The Company also announced today that the board has authorized the Company to increase from $50 million to $100 million the aggregate value of shares of common stock that the Company may repurchase under its stock repurchase program initially announced on July 13, 2021 and increased on October 8, 2021. Repurchases will continue to be made from time to time at the Company’s discretion through open market purchases, privately negotiated transactions, or other available means. The Company intends to fund repurchases from available liquidity. The Company has no obligation to repurchase any additional
shares under the repurchase program and may suspend or discontinue it any time without prior notice. To date, the Company has repurchased 1,271,963 shares for approximately $41 million under the repurchase program.
Philip B. Smith, the Company’s Chairman and Chief Executive Officer, commented, "The board's decision to end the Company's engagement with TPH reflects the opportunities created by increased oil and natural gas prices and its conviction that the Company can create more shareholder value by operating the properties.”
"Our confidence in the Company and commitment to optimizing shareholder returns is further reflected in the board’s decision to expand our stock repurchase program for a second time.”
"Additionally, the board expressed its desire to return value to shareholders in the form of future distributions when it thinks the time is appropriate.”
About Unit Corporation
Unit Corporation is a Tulsa-based, publicly held energy company engaged through its subsidiaries in oil and gas exploration, production, contract drilling and natural gas gathering and processing. For more information about Unit Corporation, visit its website at http://www.unitcorp.com.
Forward-Looking Statements
This press release has forward-looking statements within the meaning of the Private Securities Litigation Reform Act. All statements, other than statements of historical facts, included in this release that address activities, events, or developments that the Company expects, believes, or anticipates will or may occur are forward-looking statements. Several risks and uncertainties could cause actual results to differ materially from these statements, including changes in oil and natural gas prices, changes in the Company’s reserves estimates or its value thereof, the level of activity in the oil and natural gas industry and other risk factors described in the Company's publicly available SEC reports. The Company assumes no obligation to update publicly such forward-looking statements, whether because of new information, future events, or otherwise.
