Unit Corporation
07/27/2021 | Press release | Distributed by Public on 07/27/2021 09:26
Issuance of New Common Stock (Form 8-K)
Issuance of New Common Stock
On July 26, 2021, as contemplated by the Plan, the Company issued an additional approximately 680,000 shares of New Common Stock to holders of the Subordinated Notes claims, as a result of the pro rata issuance of shares of New Common Stock out of the equity reserves established under the Plan for certain disputed claims against the Company and UPC. The shares of New Common Stock were issued pursuant to Section 1145 of the Bankruptcy Code (which generally exempts from registration under the federal and state securities laws the issuance of securities in exchange for interests in or claims against a debtor under a plan of reorganization). Pursuant to the Plan, all shares of New Common Stock were issued in book-entry form through the facilities of The Depository Trust Company (DTC).
All shares of New Common Stock are subject to the transfer restrictions provided in Article XIV of the Company's Amended and Restated Certificate of Incorporation (Charter). Article XIV of the Charter provides that, subject to the exceptions provided in Article XIV, any attempted transfer of the New Common Stock will be prohibited and void ab initio if (i) as a result of such transfer, any person will become a Substantial Stockholder (as defined below) other than by reason of Treasury Regulations section 1.382-2T(j)(3) or (ii) the Percentage Stock Ownership (as defined in the Charter) interest of any Substantial Stockholder will be increased. A 'Substantial Stockholder' means a person with a Percentage Stock Ownership of 4.75% or more.
1