0000950142-13-002363.txt : 20131203 0000950142-13-002363.hdr.sgml : 20131203 20131203085429 ACCESSION NUMBER: 0000950142-13-002363 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131203 DATE AS OF CHANGE: 20131203 GROUP MEMBERS: NEW MOUNTAIN VANTAGE (CALIFORNIA) II L.P. GROUP MEMBERS: NEW MOUNTAIN VANTAGE (CALIFORNIA) L.P. GROUP MEMBERS: NEW MOUNTAIN VANTAGE (CAYMAN) LTD. GROUP MEMBERS: NEW MOUNTAIN VANTAGE ADVISERS L.L.C. GROUP MEMBERS: NEW MOUNTAIN VANTAGE GP L.L.C. GROUP MEMBERS: NEW MOUNTAIN VANTAGE HOLDCO LTD. GROUP MEMBERS: NEW MOUNTAIN VANTAGE L.P. GROUP MEMBERS: NEW MOUNTAIN VANTAGE LO L.P. GROUP MEMBERS: STEVEN B. KLINSKY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIT CORP CENTRAL INDEX KEY: 0000798949 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731283193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38944 FILM NUMBER: 131253265 BUSINESS ADDRESS: STREET 1: 1000 KENSINGTON TOWER STREET 2: 7130 SO LEWIS STE 1000 CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 9184937700 MAIL ADDRESS: STREET 1: 1000 KENSINGTON TOWER STREET 2: 7130 SO LEWIS STE 1000 CITY: TULSA STATE: OK ZIP: 74136 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW MOUNTAIN VANTAGE, L.P. CENTRAL INDEX KEY: 0001349525 IRS NUMBER: 203368134 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-720-0300 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: New Mountain Vantage LP DATE OF NAME CHANGE: 20060112 SC 13D 1 eh1301302_13d-unit.htm SCHEDULE 13D eh1301302_13d-unit.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934

UNIT CORPORATION
(Name of Issuer)
 
Common Stock, par value $0.20 per share
(Title of Class of Securities)
 
909218109
(CUSIP Number)
 
Steven B. Klinsky
New Mountain Vantage, L.P.
787 Seventh Avenue, 49th Floor
New York, NY 10019
(212) 720-0300
 
Copies to:
 
Raphael M. Russo
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3309
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
November 27, 2013
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
 
 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 2 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
New Mountain Vantage GP, L.L.C.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,502,261
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,502,261
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,502,261
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 

 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 3 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
New Mountain Vantage, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
662,560
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
662,560
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
662,560
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.3%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 

 
 
 
 
 
 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 4 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
New Mountain Vantage LO, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
15,341
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
15,341
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,341
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 5 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
New Mountain Vantage (California), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
497,555
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
497,555
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
497,555
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 

 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 6 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
New Mountain Vantage (California) II, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,326,805
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,326,805
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,326,805
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 7 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
New Mountain Vantage Advisers, L.L.C.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,566,696
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,566,696
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,566,696
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
  
14
TYPE OF REPORTING PERSON
 
IA
  
 
 
 
 
 
 
 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 8 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
New Mountain Vantage (Cayman), Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
64,435
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
64,435
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
64,435
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
 
 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 9 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
New Mountain Vantage HoldCo Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
64,435
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
64,435
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
64,435
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
 
 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 10 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven B. Klinsky
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF, PF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,566,696
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,566,696
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,566,696
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 

 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 11 of 16
 
 
Item 1.    Security and Issuer.
 
This statement on Schedule 13D (“Statement”) relates to the common stock, par value $0.20 per share (“Common Stock”), of Unit Corporation, a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 7130 South Lewis, Suite 1000, Tulsa, Oklahoma.
 
Item 2.    Identity and Background.
 
(a)-(c) and (f).  This Statement is filed by New Mountain Vantage GP, L.L.C., a Delaware limited liability company (“Vantage GP”), New Mountain Vantage, L.P., a Delaware limited partnership (“NMV”), New Mountain Vantage LO, L.P., a Delaware limited partnership (“NMVLO”), New Mountain Vantage (California), L.P., a Delaware limited partnership (“NMVC”), New Mountain Vantage (California) II, L.P., a Delaware limited partnership (“NMVCII”), New Mountain Vantage Advisers, L.L.C., a Delaware limited liability company (“NMV Advisers”), New Mountain Vantage (Cayman) Ltd., a Cayman Islands exempt limited company (“NMV Offshore”), New Mountain Vantage HoldCo Ltd., a Cayman Islands exempt limited company (“NMV Offshore HoldCo”, NMV Offshore HoldCo, together with NMV, NMVLO, NMVC, NMVCII, the “Purchasers”), and Steven B. Klinsky (collectively, the “Reporting Persons”).  Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended.
 
Vantage GP is the general partner of NMV, NMVLO, NMVC and NMVCII, and is principally engaged in the business of serving as NMV’s, NMVLO’s, NMVC’s and NMVCII’s general partner.  NMV Offshore is the sole member of NMV Offshore HoldCo and NMV Offshore HoldCo was formed to hold securities on behalf of NMV Offshore.  NMV Advisers serves as the investment adviser and manager of each of NMV, NMVLO, NMVC, NMVCII and NMV Offshore and is principally engaged in the business of managing NMV, NMVLO, NMVC, NMVCII and NMV Offshore.
 
Each of NMV, NMVLO, NMVC, NMVCII and NMV Offshore was formed to seek long-term capital appreciation primarily through investments in publicly traded equity securities of companies whose equity securities are listed primarily on a U.S. securities exchange.
 
Steven B. Klinsky is the sole managing member of Vantage GP and the sole member of NMV Advisers.  Mr. Klinsky is engaged principally in the business of serving as the sole managing member of Vantage GP and the sole member of NMV Advisers and as the Chief Executive Officer and managing member of New Mountain Capital, LLC, a Delaware limited liability company which is principally engaged in managing private equity funds.  Mr. Klinsky is a citizen of the United States of America.
 
The principal business address of each of the Reporting Persons (other than NMV Offshore and NMV Offshore HoldCo) is 787 Seventh Avenue, 49th Floor, New York, NY 10019.  The principal business address of each of NMV Offshore and NMV Offshore HoldCo is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.
 
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached to this Statement as Exhibit 99.1.
 
 
 
 
 
 
 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 12 of 16
 
 
(d) – (e).  None of the Reporting Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.    Source and Amount of Funds or Other Consideration.
 
The aggregate purchase price of the 2,566,696 shares of Common Stock owned by the Purchasers is $118,052,382, including brokerage commissions.  The shares of Common Stock owned by Purchasers were acquired with working capital.
 
Item 4.    Purpose of Transaction.
 
The Reporting Persons purchased the shares of Common Stock based on the Reporting Persons’ belief that the shares of Common Stock, when purchased, were undervalued and represented an attractive investment opportunity.
 
Each of the Reporting Persons is engaged in the investment business.  In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies.  The Reporting Persons have had and may continue to have discussions with the Issuer’s management regarding means of increasing shareholder value, including changes to the Issuer’s corporate structure and capital allocation, and alternatives to highlight and maximize the value of the midstream division. The Reporting Persons have also had and may continue to have discussions with the Issuer's management and board regarding the board structure and management compensation. The Reporting Person may also seek to discuss other topics in the future.  In particular, and without limiting the generality of the foregoing, any one or more of the Reporting Persons (and their respective affiliates) may purchase additional shares of Common Stock or other securities of the Issuer (including derivative securities) or may sell or transfer shares of Common Stock or other securities of the Issuer (including derivative securities) in public or private transactions, may distribute Common Stock or other securities of the Issuer in-kind to their partners or member, as applicable, may seek board representation or nominate or recommend persons for nomination to the board, may make proposals concerning changes to the operations, management or capital structure of the Issuer, may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the Common Stock or other securities, and/or may take any other action that might result in any transaction, event or action described in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the Act.  Any such transactions may be effected at any time or from time to time, subject to any applicable limitations imposed on the transactions by the Securities Act or other applicable law.  Each of the Reporting Persons reserves the right, in light of its continuing analysis and discussions as described above and its ongoing evaluation of the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate.  Except as described in this Statement and except for arrangements between and among the Reporting Persons, none of the Reporting Persons has any contracts, agreements,
 
 
 
 
 
 
 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 13 of 16
 
 
arrangements, understandings or relationships with any other person or entity for the purpose of acquiring, holding, voting or disposing of any shares of Common Stock.
 
Item 5.    Interest in Securities of the Issuer.
 
(a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 49,106,378 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission on November 5, 2013.
 
As of the close of business on December 2, 2013, Mr. Klinsky and NMV Advisers may be deemed to beneficially own an aggregate of 2,566,696 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVLO, NMVC, NMVCII and NMV Offshore representing, in the aggregate, approximately 5.2% of the issued and outstanding shares of Common Stock.  Mr. Klinsky and NMV Advisers disclaim beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVLO, NMVC, NMVCII and NMV Offshore, to the extent that partnership interests in NMV, NMVLO, NMVC, NMVCII and NMV Offshore are held by persons other than Mr. Klinsky.
 
As of the close of business on December 2, 2013, Vantage GP may be deemed to beneficially own an aggregate of 2,502,261 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVLO, NMVC and NMVCII representing, in the aggregate, approximately 5.1% of the issued and outstanding shares of Common Stock.  Vantage GP disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVLO, NMVC and NMVCII to the extent that partnership interests in NMV, NMVLO, NMVC and NMVCII are held by persons other than Vantage GP.
 
As of the close of business on December 2, 2013, NMV Offshore may be deemed to beneficially own an aggregate of 64,435 shares of Common Stock that may be deemed to be beneficially owned by NMV Offshore HoldCo, representing approximately 0.1% of the issued and outstanding shares of Common Stock.
 
As of the close of business on December 2, 2013, (i) NMV may be deemed to beneficially own an aggregate of 662,560 shares of Common Stock, representing approximately 1.3% of the issued and outstanding shares of Common Stock, (ii) NMVLO may be deemed to beneficially own an aggregate of 15,341 shares of Common Stock, representing less than 0.1% of the issued and outstanding shares of Common Stock, (iii) NMVC may be deemed to beneficially own an aggregate of 497,555 shares of Common Stock, representing approximately 1.0% of the issued and outstanding shares of Common Stock, (iv) NMVCII may be deemed to beneficially own an aggregate of 1,326,805 shares of Common Stock, representing approximately 2.7% of the issued and outstanding shares of Common Stock and (v) NMV Offshore HoldCo may be deemed to beneficially own an aggregate of 64,435 shares of Common Stock, representing approximately 0.1% of the issued and outstanding shares of Common Stock.
 
(b) Each Reporting Person may be deemed to share the power to vote or direct the vote and to dispose or to direct the disposition of the shares of Common Stock that the Reporting Person may be deemed to beneficially own as described above.
 
 
 
 
 
 
 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 14 of 16
 
 
(c) Schedule A annexed hereto lists all transactions in the shares of Common Stock during the past sixty days by the Reporting Persons.  All of such transactions were effected in the open market.
 
(d) No person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that may be deemed to be beneficially owned by any Reporting Person.
 
(e) Not applicable.
 
Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.    Material to Be Filed as Exhibits.

 
 
 
 
 
 
 
 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 15 of 16
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: December 3, 2013

 
NEW MOUNTAIN VANTAGE GP, L.L.C.
  
     
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Managing Member
  
       
       
 
NEW MOUNTAIN VANTAGE, L.P.
  
 
By:
 
 
New Mountain Vantage GP, L.L.C.,
its general partner
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Managing Member
  
       
       
 
NEW MOUNTAIN VANTAGE LO, L.P.
  
 
 
By:
 
 
New Mountain Vantage GP, L.L.C.,
its general partner
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Managing Member
  
       
       
 
NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P.
  
 
By:
 
 
New Mountain Vantage GP, L.L.C.,
its general partner
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Managing Member
  
       
       
 
NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P.
  
 
By:
 
 
New Mountain Vantage GP, L.L.C.,
its general partner
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Managing Member
  
       
 
 
 
 
 
 
 
CUSIP No. 909218109
 
 SCHEDULE 13D
Page 16 of 16
 
 
 
 
NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Managing Member
  
       
       
 
NEW MOUNTAIN VANTAGE (CAYMAN) LTD.
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Director
  
       
       
 
NEW MOUNTAIN VANTAGE HOLDCO LTD.
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Director
  
       
       
       
       


 
 
 
 
SCHEDULE A
 
TRANSACTIONS IN THE PAST SIXTY DAYS BY THE PURCHASERS
 
NMV
 
Date
Shares of Common Stock
Purchased
Approximate Price per Share
(inclusive of commissions)
10/3/2013
4,347
  
47.31
10/4/2013
               4,725
 
47.77
10/7/2013
               2,040
 
47.61
10/8/2013
               5,547
 
47.35
10/11/2013
               5,151
  
48.29
10/14/2013
               3,708
  
48.92
10/15/2013
             10,705
  
49.12
10/16/2013
             10,621
  
49.43
10/21/2013
             10,478
  
50.70
10/22/2013
             10,395
  
51.05
10/23/2013
               4,800
  
50.33
10/24/2013
               3,731
  
50.82
10/25/2013
               2,108
  
51.32
11/5/2013
               2,000
  
49.94
11/6/2013
               8,613
  
50.18
11/7/2013
             10,734
  
49.81
11/25/2013
             10,276
  
48.36
11/26/2013
               3,833
  
48.48
11/27/2013
             13,428
  
48.33
11/29/2013
               4,388
  
48.25
12/2/2013
             11,295
  
48.38

NMVLO
 
Date
Shares of Common Stock
Purchased
Approximate Price per Share
(inclusive of commissions)
10/3/2013
                 98
  
47.31
10/4/2013
                105
  
47.78
10/7/2013
                 47
  
47.61
10/8/2013
                127
  
47.35
10/11/2013
                117
  
48.29
10/14/2013
                 84
  
48.91
10/15/2013
                247
  
49.12
10/16/2013
                245
  
49.43
 
 
 
 
 
 
 
 
Date
Shares of Common Stock
Purchased
Approximate Price per Share
(inclusive of commissions)
10/21/2013
                244
  
50.70
10/22/2013
                242
  
51.05
10/23/2013
                111
  
50.33
10/24/2013
                 86
  
50.83
10/25/2013
                 49
  
51.32
11/5/2013
                 46
  
49.93
11/6/2013
                203
  
50.18
11/7/2013
                253
  
49.81
11/25/2013
                242
  
48.36
11/26/2013
                 90
  
48.48
11/27/2013
                318
  
48.33
11/29/2013
                105
  
48.25
12/2/2013
                268
  
48.38

NMVC
 
Date
Shares of Common Stock
Purchased
Approximate Price per Share
(inclusive of commissions)
10/3/2013
               3,242
  
47.31
10/4/2013
               3,513
  
47.77
10/7/2013
               1,519
  
47.61
10/8/2013
               4,123
  
47.35
10/11/2013
               3,831
  
48.29
10/14/2013
               2,768
  
48.92
10/15/2013
               8,004
  
49.12
10/16/2013
               7,930
  
49.43
10/21/2013
               7,897
  
50.70
10/22/2013
               7,837
  
51.05
10/23/2013
               3,631
  
50.33
10/24/2013
               2,820
  
50.82
10/25/2013
               1,597
  
51.32
11/5/2013
               1,516
  
49.94
11/6/2013
               6,520
  
50.18
11/7/2013
               8,125
  
49.81
11/25/2013
               7,815
  
48.36
11/26/2013
               2,915
  
48.48
11/27/2013
             10,227
  
48.33
11/29/2013
               3,346
  
48.25
12/2/2013
               8,611
  
48.38
 
 
 
 
 
 
 
NMVCII
 
Date
Shares of Common Stock
Purchased
Approximate Price per Share
(inclusive of commissions)
10/3/2013
                 8,648
  
47.31
10/4/2013
                 9,373
  
47.77
10/7/2013
                 4,048
  
47.61
10/8/2013
                10,983
  
47.35
10/11/2013
                10,214
  
48.29
10/14/2013
                 7,382
  
48.92
10/15/2013
                21,322
  
49.12
10/16/2013
                21,127
  
49.43
10/21/2013
                21,037
  
50.70
10/22/2013
                20,878
  
51.05
10/23/2013
                 9,656
  
50.33
10/24/2013
                 7,503
  
50.82
10/25/2013
                 4,242
  
51.32
11/5/2013
                 4,045
  
49.94
11/6/2013
                17,366
  
50.18
11/7/2013
                21,696
  
49.81
11/25/2013
                20,883
  
48.36
11/26/2013
                 7,791
  
48.48
11/27/2013
                27,318
  
48.33
11/29/2013
                 8,935
  
48.25
12/2/2013
                23,008
  
48.38

NMV Offshore HoldCo
 
Date
Shares of Common Stock
Purchased
Approximate Price per Share
(inclusive of commissions)
10/3/2013
                   420
  
47.31
10/4/2013
                   457
  
47.77
10/7/2013
                   198
  
47.61
10/8/2013
                   538
  
47.35
10/11/2013
                   499
  
48.29
 
 
 
 
 
 
 
 
Date
Shares of Common Stock
Purchased
Approximate Price per Share
(inclusive of commissions)
10/14/2013
                   358
  
48.92
10/15/2013
                1,039
  
49.12
10/16/2013
                1,031
  
49.43
10/21/2013
                1,017
  
50.70
10/22/2013
                1,009
  
51.05
10/23/2013
                   464
  
50.33
10/24/2013
                   360
  
50.82
10/25/2013
                   204
  
51.32
11/5/2013
                   193
  
49.94
11/6/2013
                   835
  
50.18
11/7/2013
                1,040
  
49.81
11/25/2013
                   994
  
48.36
11/26/2013
                   371
  
48.48
11/27/2013
                1,300
  
48.33
11/29/2013
                   425
  
48.25
12/2/2013
                1,092
  
48.38
 
 
 
 
 
 
 
 
 


 EX-99.1 2 eh1301302_ex9901.htm EXHIBIT 99.1 eh1301302_ex9901.htm
EXHIBIT 99.1
JOINT FILING AGREEMENT
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
 
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
 
Date: December 3, 2013
 

 
NEW MOUNTAIN VANTAGE GP, L.L.C.
  
     
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Managing Member
  
       
       
 
NEW MOUNTAIN VANTAGE, L.P.
  
 
By:
 
 
New Mountain Vantage GP, L.L.C.,
its general partner
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Managing Member
  
       
       
 
NEW MOUNTAIN VANTAGE LO, L.P.
  
 
 
By:
 
 
New Mountain Vantage GP, L.L.C.,
its general partner
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Managing Member
  
       
       
 
NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P.
  
 
By:
 
 
New Mountain Vantage GP, L.L.C.,
its general partner
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Managing Member
  
       
       
 
 
 
 
 
 
 
 
NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P.
  
 
By:
 
 
New Mountain Vantage GP, L.L.C.,
its general partner
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Managing Member
  
       
 
 
NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Managing Member
  
       
       
 
NEW MOUNTAIN VANTAGE (CAYMAN) LTD.
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Director
  
       
       
 
NEW MOUNTAIN VANTAGE HOLDCO LTD.
  
       
 
By: 
 /s/ Steven B. Klinsky  
   
Name:  Steven B. Klinsky
Title:    Director