Filed pursuant to Rule 424(b)(3)
Registration No. 333-234509
The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.
Subject to Completion, Dated January 13, 2020
Prospectus Supplement No. 3
(to Prospectus dated November 27, 2019)
Unit Corporation
OFFER TO EXCHANGE AND CONSENT SOLICITATION
10.000% Senior Secured Notes due 2024 and
7.000% Junior Secured Notes due 2025
for
Any and All 6.625% Senior Subordinated Notes due 2021
(CUSIP No. 909218 AB5—ISIN US909218AB56)
and
Solicitation of Consents to Amend the Related Indenture and Notes
This prospectus supplement (this “prospectus supplement”) updates the statements and information and supersedes any inconsistent statement or information contained in the prospectus dated November 27, 2019 (the “prospectus”) of Unit Corporation (“we,” “us,” or the “Company”) to modify the Late Exchange Consideration of the Exchange Offer (as defined below). This prospectus supplement and the prospectus, taken together, constitute a current prospectus relating to the Company’s offer to exchange (collectively, the “Exchange Offer”) any and all outstanding 6.625% Senior Subordinated Notes due 2021 (the “Old Notes”) for, at the election of holders:
| | • | | $735 principal amount of 10.000% Senior Secured Notes due 2024 (the “Senior Secured Notes”) per $1,000 principal amount of Old Notes validly tendered for exchange prior to the Expiration Date, subject to the Senior Secured Notes Cap (as defined in the prospectus) (the “Senior Secured Option”); or |
| | • | | $1,000 principal amount of 7.000% Junior Secured Notes due 2025 (the “Junior Secured Notes” and together with the Senior Secured Notes, the “New Notes”) per $1,000 principal amount of Old Notes validly tendered for exchange prior to the Expiration Date. |
This prospectus supplement contains important changes and should be read carefully and in its entirety in conjunction with the prospectus. Except as set forth in this prospectus supplement, the terms and conditions of the Exchange Offer remain as set forth in the prospectus. Unless otherwise defined in this prospectus supplement, capitalized terms used in this prospectus supplement shall have the same meanings as set forth in the prospectus.
The date of this prospectus supplement is January 13, 2020
