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 |