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Published on 12/16/2019 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Unit extends 2021 notes exchange offer expiration date to Jan. 10

By Sarah Lizee

Olympia, Wash., Dec. 16 – Unit Corp. said it extended the expiration date of its offer to exchange any and all of its existing 6 5/8% senior subordinated notes due 2021 for new 10% senior secured notes due Dec. 15, 2024 or 7% junior secured notes due Dec. 15, 2025.

The expiration date was extended to 11:59 p.m. ET on Jan. 10 from 11:59 p.m. ET on Dec. 13, according to a press release.

As previously reported, the company extended the early tender date to coincide with the expiration date of the offer.

Previously, the early tender date had been 5 p.m. ET on Nov. 29 and, prior to that, 5 p.m. ET on Nov. 25.

As of 5 p.m. ET on Nov. 29, holders had tendered about $162.5 million of old notes.

As announced on Nov. 12, holders may elect to receive either senior or junior notes in exchange for their old notes. Unit is offering either $735 of senior notes or $1,000 of junior notes per $1,000 principal amount of existing notes to holders who tender by the early tender date.

Each of the early exchange considerations includes a premium of $50 of new notes that will now be paid to all holders who tender by the expiration of the offer.

The maximum amount of senior secured notes and junior secured notes to be issued in the exchange offer is limited to $300 million and $650 million, respectively.

If the principal amount of senior secured notes required to exchange all old notes tendered would exceed $300 million, tendering holders who elected to receive senior secured notes will have the amount of old notes tendered for senior secured notes accepted on a pro rata basis. In this case, the principal amount of senior secured notes issued in the exchange offer would equal the senior secured notes cap, and the balance of old notes tendered would be exchanged into junior secured notes at the consideration being offered for junior notes.

Holders who tender old notes and elect to receive junior secured notes will not be subject to proration.

Unit is also concurrently soliciting consents from holders to eliminate substantially all of the restrictive covenants from the indenture governing the old notes and to modify or eliminate some other provisions.

Consents may no longer be revoked as of 5 p.m. ET on Nov. 25.

The exchange offer is conditioned on either an amendment to the company’s credit agreement or a refinancing or replacement of the credit agreement. However, the exchange offer is not subject to completion of the consent solicitation or any other minimum participation condition.

Unit will pay a soliciting dealer fee equal to $2.50 for each $1,000 principal amount of old notes tendered for exchange to retail brokers; this fee will only be paid for the first $200,000 of notes exchanged.

Unit said the purpose of the exchange offer is to extend the maturity profile of its outstanding debt and eliminate short- to medium-term refinancing and related risks associated with its capital structure.

The new notes will be guaranteed by each of Unit’s subsidiaries that guarantees the old notes.

BofA Securities (888 292-0070 or 980 388-4813) is the dealer manager for the exchange offer and consent solicitation. Global Bondholder Services Corp. (212 430-3774 for banks and brokers or 866 470-4200 for all others or contact@gbsc-usa.com) is the information and exchange agent.

Unit is a Tulsa, Okla.-based publicly held energy company.


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