Attached files
| file | filename |
|---|---|
| EX-10.1 - SUPERIOR CREDIT AGREEMENT - UNIT CORP | exhibit101superiorcreditag.htm |
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): May 10, 2018
Unit Corporation
(Exact name of registrant as specified in its charter)
Delaware | 1-9260 | 73-1283193 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
8200 South Unit Drive, Tulsa, Oklahoma | 74132 | |
(Address of principal executive offices) | (Zip Code) | |
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. [ ]
Item 1.01. Entry into a Material Definitive Agreement.
On May 10, 2018, Superior Pipeline Company, L.L.C. (“Superior”), a limited liability company equally owned between the Company and SP Investor Holdings, LLC, entered into a Credit Agreement (“Credit Agreement”) with BOKF, NA (formerly Bank of Oklahoma, NA), Bank of America, N.A., Branch Banking and Trust Company, BMO Harris Bank, N.A., Canadian Imperial Bank of Commerce, New York Branch, Comerica Bank, Compass Bank, and The Toronto-Dominion Bank, New York Branch. BOKF, NA is administrative agent for the lenders and joint-lead arranger with Compass Bank.
The Credit Agreement creates a five-year, $200 million senior secured revolving credit facility with an option to increase the credit amount up to $250 million, subject to certain conditions. The amounts borrowed under the Credit Agreement bear annual interest at a rate, at Superior’s option, equal to (a) LIBOR plus the applicable margin of 2.00% to 3.25% or (b) the alternate base rate (greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate, and (iii) third day LIBOR plus 1.00%) plus the applicable margin of 1.00% to 2.25%. The obligations under the Credit Agreement are secured by, among other things, mortgage liens on certain of Superior’s processing plants and gathering systems.
The Credit Agreement requires that Superior maintain a Consolidated EBITDA to interest expense ratio for the most-recently ended rolling four quarters of at least 2.50 to 1.00, and a funded debt to Consolidated EBITDA ratio of not greater than 4.00 to 1.00. Additionally, the Credit Agreement contains a number of customary covenants that, among other things, restrict (subject to certain exceptions) Superior’s ability to incur additional indebtedness, create additional liens on its assets, make investments, pay distributions, enter into sale and leaseback transactions, engage in certain transactions with affiliates, engage in mergers or consolidations, enter into hedging arrangements, and acquire or dispose of assets.
The proceeds from the Agreement will be used to fund capital expenditures and acquisitions, provide general working capital, and issue letters of credit for Superior.
The above description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this item 1.01. Capitalized terms used and not otherwise defined in this report have the meanings given them in the Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 | Credit Agreement dated May 10, 2018. | |
SIGNATURES
Under 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.
Unit Corporation | |||
Date: May 16, 2018 | By: | /s/ Mark E. Schell | |
Mark E. Schell Senior Vice President and General Counsel | |||
EXHIBIT INDEX
Exhibit No. Description