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Unit Corporation (NYSE: UNT) (“Unit”) announced today that it intends to offer, subject to market and other conditions, $350 million aggregate principal amount of 6 ⅝% senior subordinated notes (the “Notes”) due 2021 in a private offering (the “Offering”) to eligible purchasers. Unit intends to use the net proceeds from the Offering to partially finance Unit Petroleum Company's previously announced pending acquisition (the “Acquisition”) of certain oil and natural gas assets from Noble Energy, Inc. The consummation of the Acquisition is subject to certain customary closing conditions and, as a result, there can be no assurance that the Acquisition will be consummated.
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. Unit plans to offer and issue the Notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S. Following the completion of the Acquisition and the required exchange offer of the Notes for registered notes, we anticipate that the registered notes will be treated as a single series of debt securities with Unit’s existing $250 million aggregate principal amount of 6⅝% senior subordinated notes due 2021.
This press release is being issued pursuant to Rule 135c under the Securities Act and is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.