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Liquidity and Ability to Continue as a Going Concern
3 Months Ended
Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Chapter 11 Proceedings, Liquidity, and Ability to Continue as a Going Concern CHAPTER 11 PROCEEDINGS, LIQUIDITY, AND ABILITY TO CONTINUE AS A GOING CONCERN
Voluntary Reorganization Under Chapter 11 of the Bankruptcy Code

On May 22, 2020 (Petition Date), Unit and its wholly owned subsidiaries Unit Drilling Company (UDC) Unit Petroleum Company (UPC), 8200 Unit Drive, L.L.C. (8200 Unit), Unit Drilling Colombia, L.L.C. (Unit Drilling Colombia) and Unit Drilling USA Colombia, L.L.C. (Unit Drilling USA, together with Unit, UPC, UDC, 8200 Unit and Unit Drilling Colombia, the Debtors) filed voluntary petitions (Bankruptcy Petitions) for reorganization under Chapter 11 of Title 11 of the United States Code (Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (Bankruptcy Court). The Chapter 11 proceedings are being jointly administered under the caption In re Unit Corporation, et al., Case No. 20-32740 (DRJ) (Chapter 11 Cases). The Debtors are operating their business as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and under the provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

On May 22, 2020, the Debtors entered into a Restructuring Support Agreement (RSA) with (i)holders of 100% of the aggregate principal amount of loans outstanding under the Senior Credit Agreement, dated as of September 13, 2011 (as amended, the Unit credit agreement, together with the loan facility, the Unit credit facility), by and among the company, UPC and UDC, as borrowers, the institutions named as lenders (RBL Lenders) and BOKF, NA dba Bank of Oklahoma, as administrative agent (RBL Agent) and (ii)holders of over 70% of the aggregate outstanding principal amount of the company’s 6.625% senior subordinated notes due 2021 (Notes). In accordance with the RSA, the Debtors filed a Chapter 11 plan of reorganization (including all exhibits and schedules attached thereto, and as may be amended, supplemented, or modified from
time to time, Plan) and the related disclosure statement with the Bankruptcy Court on June 9, 2020. Below is a summary of the treatment that the stakeholders of the Debtors would receive under the Plan:

Each lender under the Unit credit facility and the DIP credit facility described below will receive its pro rata share of revolving loans, term loans and letter-of-credit participations under the Exit Facility described below, in exchange for that lender’s allowed claims under the Unit credit facility or DIP credit facility;
Each holder of the Notes will receive its pro rata share of new common shares of reorganized Unit based on equity allocations at each of Unit, UDC and UPC in exchange for the holder’s allowed Notes claim;
Each holder of an allowed general unsecured claim against Unit or UPC will receive its pro rata share of new common shares of reorganized Unit based on equity allocations at each of Unit and UPC, respectively;
Each retained or former employee with a claim for vested severance benefits may opt-in to a settlement to receive a cash payment for that claim in lieu of an allocation of new common shares of reorganized Unit otherwise provided to holders of general unsecured claims;
Each holder of an allowed unsecured claim against UDC, 8200 Unit, Unit Drilling Colombia and Unit Drilling USA will receive payment in full of that claim in the ordinary course of business; and
Each holder of the company’s common stock that does not opt out of the releases under the Plan will receive its pro rata share of seven-year warrants to purchase an aggregate of 12.5% of the new common shares of reorganized Unit at an aggregate exercise price equal to the $650.0 million principal amount of the Notes plus interest thereon to the May 15, 2021 maturity date of the Notes.

As contemplated by the RSA and subject to the Bankruptcy Court’s approval, upon the Debtors’ emergence from the Chapter 11 Cases and to the extent any claims under the DIP credit facility have not otherwise been repaid, each holder of an allowed claim under the DIP credit facility will receive its pro rata share of (i) revolving loans, term loans and letter-of-credit participations under the Exit Facility and (ii) an equity fee under the Exit Facility equal to 5% of the new common shares of reorganized Unit (subject to dilution by shares reserved for issuance under a management incentive plan and exercise of the warrants described above).

As contemplated by the RSA, the company and the other Debtors entered into a Superpriority Senior Secured Debtor-in-Possession Credit Agreement dated May 27, 2020 (DIP credit agreement), by and among the Debtors, the RBL Lenders (in such capacity, the DIP Lenders) and BOKF, NA dba Bank of Oklahoma, as administrative agent, under which the DIP Lenders agreed to provide the company with a $36.0 million multi-draw loan facility ( DIP credit facility). On May 26, 2020, the Bankruptcy Court granted interim approval of the DIP credit facility, including the DIP credit agreement, permitting the Debtors to borrow up to $18.0 million on an interim basis. On June 19, 2020, the Bankruptcy Court granted final approval of the DIP credit facility.

Subject to certain exceptions, under the Bankruptcy Code, filing the Bankruptcy Petitions automatically enjoined, or stayed, the continuation of most judicial or administrative proceedings or filing of other actions against the Debtors or their property to recover, collect or secure a claim arising before the Petition Date. Accordingly, although filing the Bankruptcy Petitions triggered defaults on the Debtors’ debt obligations, creditors are stayed from taking any actions against the Debtors because of such defaults, subject to certain limited exceptions permitted by the Bankruptcy Code. Absent an order of the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities are subject to settlement under the Bankruptcy Code (except for payments to UDC’s vendors and suppliers, which are not expected to be affected by the Chapter 11 Cases). Superior and its subsidiaries are not parties to the RSA and are not Debtors in the Chapter 11 Cases.

Subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, assign or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors of performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Counterparties to such rejected contracts or leases may assert unsecured claims in the Bankruptcy Court against the applicable Debtors’ estate for such damages. Generally, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and adequately assure future performance. Any description of an executory contract or unexpired lease with the Debtors in this report, including where applicable a quantification of a Debtor’s obligations under any such executory contract or unexpired lease with the Debtor is qualified by any rejection rights the Debtor has under the Bankruptcy Code. Further, nothing herein is or shall be deemed an admission regarding any claim amounts or calculations arising from the rejection of any executory
contract or unexpired lease and the Debtors expressly preserve all of their rights with respect thereto. The Debtors have not yet made any formal determinations regarding the assumption or rejection of any executory contracts or unexpired leases.

Events of Default

The Debtors’ filing of the Bankruptcy Petitions constituted an event of default that accelerated the Debtors' obligations under the Unit credit agreement and the indenture governing the Notes. Additionally, other events of default, including cross-defaults, exist under these debt agreements. As a result, the Unit credit facility and Notes have been classified as current as of March 31, 2020. Under the Bankruptcy Code, the creditors under these debt agreements are stayed from taking any action against the Debtors because of an event of default. Superior and its subsidiaries are not parties to the Chapter 11 Cases, and the Chapter 11 Cases did not result in an event of default under the Superior credit agreement (as defined below). In addition, the company’s filing of the Bankruptcy Petitions constituted a termination event regarding the company’s hedge agreements, which permits the counterparties to such hedge agreements to terminate the outstanding hedges, which termination events are not stayed under the Chapter 11 Cases.

On the Petition Date, the Debtors entered into a Continuation Agreement (Continuation Agreement) with Superior, SPC Midstream Operating, L.L.C. and SP Investor to continue the parties' contractual relationships during the course of the Chapter 11 Cases under the governance, operational and related agreements entered into by those parties in connection with the formation of Superior (the company’s midstream joint venture with SP Investor), notwithstanding certain provisions triggered by the filing of the Chapter 11 Cases.

Liquidity, Unit Credit Facility and Debtor-in-Possession Credit Agreement

The company has incurred significant losses and was in a negative working capital position as of March 31, 2020. The company’s cash balance as of March 31, 2020 was $41.0 million, [including $23.9 million of which related to Superior], and effective January 17, 2020, the company's borrowing base under the Unit credit facility was $200.0 million, of which $124.0 million had been drawn as of March 31, 2020. The Unit credit facility has a scheduled maturity date of October 18, 2023 that, absent the filing of the Chapter 11 Cases, would accelerate to November 16, 2020 if, by that date, all the Notes are not repurchased, redeemed, or refinanced with indebtedness having a maturity date at least six months following October 18, 2023 (Credit Agreement Extension Condition). In addition, filing the Chapter 11 Cases resulted in events of default under the Unit credit agreement and accelerated the Debtors' obligations under the Unit credit agreement. As a result of these circumstances, the company's debt associated with the Unit credit agreement is reflected as a current liability in its consolidated balance sheet as of March 31, 2020 and December 31, 2019. In addition, on May 22, 2020, the RBL Lenders' remaining commitments under the Unit credit facility were terminated.

To facilitate the negotiation of proposals regarding the company's capital structure and the Chapter 11 restructuring, the company, UPC, UDC, BOKF, NA dba Bank of Oklahoma, and the RBL Lenders entered into a Standstill and Amendment Agreement on March 11, 2020 regarding the Unit credit facility, which delayed the scheduled borrowing base redetermination for the facility until the expiration of a standstill period and under which the RBL Lenders agreed not to exercise certain of their rights and remedies under the Unit credit facility. The standstill period was set to expire on April 15, 2020 and was ultimately extended to May 22, 2020. On May 22, 2020, the parties to the Standstill and Amendment Agreement agreed that the company would draw an additional $8.0 million under the Unit credit facility and that, immediately following that borrowing, the remaining commitments of the RBL Lenders under the Unit credit facility were terminated.

In order to provide liquidity to fund its operations and the Chapter 11 Cases, the company and the other Debtors entered into the DIP credit agreement. Borrowings under the DIP credit facility mature on the earliest of (i) September 22, 2020 (subject to a two-month extension to be approved by the DIP Lenders), (ii) the sale of all or substantially all of the assets of the Debtors under Section 363 of the Bankruptcy Code or otherwise, (iii) the effective date of a plan of reorganization or liquidation in the Chapter 11 Cases, (iv) the entry of an order by the Bankruptcy Court dismissing any of the Chapter 11 Cases or converting such Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code, and (v) the date of termination of the DIP Lenders’ commitments and the acceleration of any outstanding extensions of credit, in each case, under the DIP credit agreement and subject to the Bankruptcy Court’s orders.

The DIP credit agreement contains events of default customary for debtor-in-possession financings, including events related to the Chapter 11 proceedings, the occurrence of which could cause the acceleration of the Debtors’ obligation to repay borrowings outstanding under the DIP credit facility. The Debtors’ obligations under the DIP credit agreement are secured by a security interest in, and lien on, substantially all present and after-acquired property (whether tangible, intangible, real, personal
or mixed) of the Debtors, including a superpriority priming lien on the property of the company and certain of its subsidiaries that secure their obligations under the existing Unit credit facility.

On the Debtors’ emergence from the Chapter 11 Cases and to the extent any claims under the DIP credit facility have not otherwise been repaid, each holder of an allowed claim under the DIP credit facility will receive its pro rata share of (i) revolving loans, term loans and letter-of-credit participations under a new credit facility with reorganized Unit (Exit Facility) and (ii) an equity fee under the Exit Facility equal to 5% of the new common shares of reorganized Unit (subject to dilution by shares reserved for issuance under a management incentive plan and upon exercise of the warrants described above). The Exit Facility will be provided by the lenders under the Unit credit facility and the DIP credit facility to reorganized Unit in an aggregate principal amount of at least $180.0 million, consisting of (i) a $140.0 million reserve-based lending revolving loan and (ii) a $40.0 million term loan, each consistent with and subject to the RSA.

Going Concern

Besides entering into the RSA and the DIP credit agreement, the company is undertaking several actions to alleviate the conditions that cause substantial doubt about our ability to continue as a going concern, including (i) minimizing capital expenditures, (ii) aggressively managing working capital, (iii) further reducing recurring operating expenses, and (iv) exploring potential business transactions. We currently expect that the company’s cash flows, cash on hand and any financing it can obtain through the DIP credit facility should provide sufficient liquidity for the company during the Chapter 11 Cases. However, the significant risks and uncertainties related to the company’s liquidity and Chapter 11 Cases raise substantial doubt about the company’s ability to continue as a going concern. The outcome of the Chapter 11 Cases is subject to significant uncertainty and depends upon factors outside of the company’s control, including actions of the Bankruptcy Court and the company’s creditors. There can be no assurance that the company will confirm and consummate the plan as contemplated by the RSA or complete an alternative plan of reorganization. The company has therefore concluded there continues to be substantial doubt about the company’s ability to continue as a going concern.

The condensed consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The condensed consolidated financial statements include no adjustments that might result from the outcome of the going concern uncertainty. If the company cannot continue as a going concern, adjustments to the carrying values and classification of its assets and liabilities and the reported amounts of income and expenses could be required and could be material.