[Federal Register Volume 88, Number 136 (Tuesday, July 18, 2023)]
[Notices]
[Pages 45928-45932]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-15144]


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DEPARTMENT OF LABOR

Employee Benefits Security Administration

[Prohibited Transaction Exemption 2023-16; Exemption Application No. D-
12026]


Exemption From Certain Prohibited Transaction Restrictions 
Involving the Unit Corporation Employees' Thrift Plan (the Plan or the 
Applicant) Located in Tulsa, Oklahoma

AGENCY: Employee Benefits Security Administration, Labor.

ACTION: Notice of exemption.

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SUMMARY: This document contains a notice of exemption issued by the 
Department of Labor (the Department) from certain of the prohibited 
transaction restrictions of the Employee Retirement Income Security Act 
of 1974 (ERISA or the Act) and/or the Internal Revenue Code of 1986 
(the Code). This exemption permits the acquisition and holding by the 
Plan participants' accounts of warrants (the Warrants) issued by Unit 
Corporation, the Plan sponsor, in connection with Unit Corporation's 
chapter 11 bankruptcy filing (the Bankruptcy Filing) in exchange for 
the participants' waiver of claims against certain ``Released Parties'' 
(the Transactions).

DATES: The exemption will be in effect on the date that this grant 
notice is published in the Federal Register and will continue until the 
date all Warrants are exercised, sold, or expire.

FOR FURTHER INFORMATION CONTACT: Mr. Joseph Brennan of the Department 
at (202) 693-8456. (This is not a toll-free number.)

SUPPLEMENTARY INFORMATION: On February 9, 2023, the Department 
published a notice of proposed exemption in the Federal Register \1\ 
permitting the acquisition and holding by the participants' accounts of 
the Warrants in connection with the Bankruptcy Filing in exchange for 
the participants' waiver of claims against the Released Parties.\2\ The 
Department makes the requisite findings under ERISA section 408(a) that 
the exemption is (1) administratively feasible, (2) in the interest of 
the plan and its participants and beneficiaries, and (3) protective of 
the rights of the plan's participants and beneficiaries, so long as all 
of the exemption conditions are met. This exemption provides only the 
relief specified in its text and does not provide relief from 
violations of any law other than the prohibited transaction provisions 
of ERISA expressly stated herein. Accordingly, affected parties should 
be aware that the conditions incorporated in this exemption are, taken 
as a whole, necessary for the Department to grant the relief requested 
by the Applicant. Absent these or similar conditions, the Department 
would not have granted this exemption.
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    \1\ 88 FR 8463 (February 9, 2023).
    \2\ Unit Corporation's Reorganization Plan states that the 
Released Parties include: (a) Unit Corporation; (b) the Reorganized 
Unit Corporation; (c) the Debtor-in-possession Agent; (d) the 
Debtor-in-possession Lenders; (e) the RBL Agent (the agent for 
secured parties holding First-Priority Lien Obligations); (d) the 
RBL Lenders (a type of asset-based lending (ABL) commonly used in 
the oil and gas sector, reserve based loans are made against, and 
secured by, an oil and gas field or a portfolio of undeveloped or 
developed and producing oil and gas assets; (e) the Consenting 
Noteholders; (f) the Exit Facility Agent; (g) the Exit Facility 
Lenders; and (h) the Subordinated Notes Indenture Trustee.
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    The Applicant requested an individual exemption pursuant to ERISA 
section 408(a) in accordance with the procedures set forth in 29 CFR 
part 2570, subpart B (76 FR 66637, 66644, October 27, 2011).

Background

    Unit Corporation. As discussed in further detail in the proposed 
exemption, Unit Corporation is an energy company engaged in oil and 
natural gas exploration. Unit Corporation stock is currently traded on 
the over-the-counter marketplace following its delisting from the New 
York Stock Exchange as a result of its Bankruptcy Filing (as discussed 
in more detail below).
    The Plan. The Plan is a participant-directed 401(k) individual 
account plan that covers 472 participants and holds approximately 
$70,127,000 in total assets. Fidelity Management Trust Company 
(Fidelity) serves as directed trustee and recordkeeper for the Plan. 
The Unit Corporation Benefits Committee (the Benefits Committee) serves 
as the Plan Administrator with overall responsibility for the operation 
and administration of the Plan and as the named fiduciary for purposes 
of investment-related matters.
    Unit Common Stock. As of September 3, 2020, the Plan held 4,932,864 
shares of Unit common stock (Old Unit Common Stock), which then 
comprised 0.68% of the Plan's total assets.\3\ Plan participants who 
held Old Unit Common Stock as of September 3, 2020, are hereinafter 
referred to as ``Invested Participants.'' Provisions of the Trust 
Agreement covering the voting of Employer Stock \4\ state that: ``Each

[[Page 45929]]

participant with an interest in the Stock Fund shall have the right to 
direct the Trustee as to the manner in which the Trustee is to vote 
(including not to vote) that number of shares of Employer Stock that is 
credited to his account.''
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    \3\ At the time, the Plan's 4,932,864 shares represented 
approximately 9% of all outstanding Old Unit Common Stock.
    \4\ For purposes of this trust provision, the term ``Employer 
Stock'' refers to shares of both Old Unit Common Stock and New Unit 
Common Stock that are held in participants' accounts.
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    The Bankruptcy Filing. On May 22, 2020, Unit Corporation and 
certain of its affiliates filed voluntary petitions for relief under 
Chapter 11 of Title 11 of the United States Code in the United States 
Bankruptcy Court for the Southern District of Texas, Houston Division 
under Case No. 20-327401 (the Bankruptcy Filing).\5\ On May 26, 2020, 
the New York Stock Exchange (NYSE) suspended trading in Old Unit Common 
Stock because of the Bankruptcy Filing.
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    \5\ Jointly administered under Case No. 20-327401.
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    On June 19, 2020, Unit Corporation filed a Debtors' First Revised 
Proposed Joint Chapter 11 Plan of Reorganization (the Reorganization 
Plan). Subsequently, on July 30, 2020, the Bankruptcy Court confirmed 
Unit Corporation's Reorganization Plan and Unit Corporation emerged 
from bankruptcy protection on September 3, 2020, at which time shares 
of Old Unit Common Stock were canceled.
    The Warrants. Under the Bankruptcy Reorganization Plan, Unit 
Corporation exchanged Old Unit Common Stock for the Warrants. Each 
Warrant entitles its registered holder to receive from Unit Corporation 
one share of newly-issued common stock in Unit Corporation (New Unit 
Common Stock) upon the exercise of the Warrant through the payment of 
an Exercise Price during an Exercise Period. The exchange rate for the 
Warrants is 1 to .03460447, where one share of Old Unit Common Stock 
converts to .03460447 Warrants.
    Acceptance or Rejection of the Warrants. As holders of the Old Unit 
Common Stock, Invested Participants qualify to receive the Warrants 
under the Reorganization Plan. The Warrants will be issued to the Plan 
after the Department grants this final exemption. To accept the 
Warrants, an Invested Participant must agree to release potential 
claims against Unit Corporation and its affiliates (i.e., the Released 
Parties). The Applicant represents that this liability release (the 
Liability Release) was imposed by the Bankruptcy Court and the 
creditors and applies to all former holders of Old Unit Common Stock, 
including the Plan.\6\ This proposed exemption requires the Liability 
Release to be described to the Invested Participants in a clearly 
written communication from Unit Corporation.
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    \6\ The Applicant states that such releases, which are generally 
applied to creditors in exchange for cash and other property 
(including warrants), are common in the context of bankruptcy 
reorganizations. Liability releases allow the debtor-in-possession 
to operate its business free from potential claims arising pre-
bankruptcy, so long as all similarly situated creditors and other 
claimants are treated equivalently.
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    As a condition of this exemption, the acquisition of the Warrants 
by the accounts of the Invested Participants must be implemented on the 
same material terms as the acquisition of the Warrants by all 
shareholders of Old Unit Common Stock. Further, each Invested 
Participant must receive the same proportionate number of Warrants 
based on the number of shares of Old Unit Common Stock held by each 
shareholder.
    Exercising the Warrants. The Applicant states that the final 
exercise price for the Warrants is $63.74. Decisions regarding the 
exercise or sale of the Warrants can be made only by the individual 
Invested Participants in whose accounts the Warrants are allocated. In 
this regard, an Invested Participant can exercise their Warrants only 
during an Exercise Period, which will begin on the effective date of 
this final exemption and end on the earliest of: (a) September 3, 2027; 
(b) the consummation of a cash sale (as defined in the Warrant 
Agreement); or (c) the consummation of a liquidation, dissolution or 
winding up of Unit Corporation.
    The Plan Trustee will not allow Invested Participants to exercise 
the Warrants held in their Plan accounts if the fair market value of 
New Unit Common Stock is less than the exercise price of the Warrants 
at that time. Each Warrant that is not exercised during the Exercise 
Period will expire upon the conclusion of the Exercise Period. To 
protect Invested Participants, this exemption requires Unit Corporation 
to notify and inform each Invested Participant in writing at least 
thirty days before the conclusion of the Exercise Period that each 
Warrant held in the Invested Participant's account will expire upon the 
conclusion of the Exercise Period.
    Selling the Warrants. The Invested Participants may also sell the 
Warrants in over-the-counter (OTC) markets where sale prices for the 
Warrants will be determined by supply and demand and not by any 
independent valuation of the Warrants.
    Disclosures Associated with the Warrants. As a condition of this 
exemption, the terms of the Warrants Offering must be described to the 
Invested Participants in clearly written communications containing all 
material terms provided by the Applicant. In addition to the prospectus 
for the Warrant Offering, Invested Participants must receive a separate 
communication from the Applicant that clearly explains all aspects of 
the Warrants Offering, including: (a) that Unit Corporation is granting 
the Warrants to former holders of Old Unit Common Stock; (b) how the 
Warrants work; (c) that the decision regarding whether to accept or 
reject the Warrants is the decision of the Invested Participant; and 
(d) the liability release described above.
    The Independent Fiduciary. On September 23, 2020, Unit Corp and the 
Committee retained Newport Trust Company (Newport) to serve as the 
Independent Plan Fiduciary. Newport represents that: (a) it does not 
have any prior relationship with any parties in interest to the Plan; 
(b) the total fee it has received from any party in interest to the 
Plan does not exceed 1% of Newport's annual revenues from all sources 
based upon its prior income tax year; and (c) no party related to Unit 
Corporation has, or will, indemnify Newport in whole or in part for 
negligence and/or for any violation of state or federal law that may be 
attributable to Newport in performing its duties as Independent 
Fiduciary on behalf of the Plan.
    Independent Fiduciary Report. On January 29, 2021, Newport 
completed its Independent Fiduciary Report, wherein it determined that 
the Transactions are prudent, in the interest of, and protective of, 
the Plan and the Invested Participants. Newport states that its 
recommendation to the Committee to pass through the decision whether to 
accept or reject the Warrants to Invested Participants comports with 
the Plan's standard practice of granting Invested Participants 
individual discretion over shareholder matters and with the Plan's 
standing practice for corporate actions.
    Newport further states that allowing the Plan to hold the Warrants 
places Invested Participants on equal footing with other non-Plan 
shareholders of Old Unit Common Stock and that this pass-through 
empowers Invested Participants to make an election that is consistent 
with their particular economic interests. Newport asserts that Invested 
Participants who choose to accept the Warrants can realize value 
through the future exercise or sale of the Warrants, while Invested 
Participants who choose to reject the Warrants would maintain their 
legal right to bring claims against Unit Corporation.
    Statutory Findings. As required by ERISA section 408(a), the 
Department is granting this exemption, because it finds

[[Page 45930]]

that the favorable terms of the Transactions together with the 
protective conditions included herein are appropriately protective and 
in the interest of the Plan and its participants and beneficiaries. In 
this regard, the Department notes that (i) the Independent Fiduciary 
must represent the interests of the Plan for all purposes with respect 
to the Transactions; (ii) the Invested Participants who choose to 
accept the Warrants could realize value through the future exercise or 
sale of the Warrants, while Invested Participants who choose to reject 
the Warrants would maintain their legal right to bring claims against 
Unit Corporation; and (iii) Invested Participants will pay no fees or 
commissions and will only be allowed to exercise the Warrants for 
economic gain. Absent the receipt of Warrants, the Department notes 
that the Invested Participants may not receive any value for the shares 
of Old Unit Common Stock they held before the Bankruptcy Filing.\7\
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    \7\ The Department notes that by granting this exemption it is 
not expressing any views regarding whether Invested Participants 
should ultimately accept or reject the Warrants.
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Written Comments

    In the proposed exemption, the Department invited all interested 
persons to submit written comments and/or requests for a public hearing 
with respect to the notice of proposed exemption. All comments and 
requests for a hearing were due to the Department by March 27, 2023. 
The Department received only one written comment, which was from the 
Applicant, and did not receive any requests for a public hearing.

Comments From Unit Corporation

    Comment 1: Exercising the Warrants. Section 8 of the proposed 
exemption states, in relevant part: ``An Invested Participant may 
exercise all or any whole number of their Warrants at any time during 
the Exercise Period . . .''
    The Applicant clarifies that on a quarterly basis, Unit Corporation 
will instruct Fidelity to exercise Warrants for Invested Participants 
seeking to exercise their warrants, and Fidelity will sell existing 
holdings in the Invested Participants' accounts to create the liquidity 
needed to exercise the Warrants. In this regard, Fidelity will sell 
investments on a pro-rata basis across the participant's current 
investments and deposit the proceeds into a money market fund. After 
the assets are deposited into the money market fund, they will be sent 
to the Transfer Agent collectively for all participants who are 
exercising the warrants on a quarterly basis. Invested Participants 
will not be able to move money in or out of the money market fund as it 
will be used only to facilitate the payment of the Warrants.
    Department's Response. The Department acknowledges and accepts the 
Applicant's factual clarifications.
    Comment 2: Selling the Warrants. Section 8 of the proposed 
exemption states, in relevant part: ``Invested Participants will have 
the right to sell the Warrants allocated to their Plan accounts on the 
open market at any time before the Warrant expiration date in the same 
manner as other holders of the Warrants.''
    The Applicant clarifies that according to Fidelity, Invested 
Participants with Warrants in their Plan account will be allowed to 
place a trade any time. However, these requests will be bundled with 
other Invested Participants' requests and the actual trades will occur 
as a monthly block trade. The Applicant states that Fidelity will 
provide ``best efforts'' to liquidate the Warrants, which will trade on 
the over-the-counter market, and the trading volume may not fully 
support the potential sales volume. The Applicant states that different 
strategies will be used such as spreading the sales volume over time to 
minimize the impact of the volume as well as contacting wholesalers to 
sell a block of Warrants.
    Department's Response. The Department acknowledges and accepts the 
Applicant's factual clarifications.
    Comment 3: Name of the Independent Fiduciary. The proposed 
exemption in Section 13 and Section I(e) refers to the Independent 
Fiduciary as ``Newport Trust Company of New York, NY.'' The Applicant 
requests that the Department instead refer to the Independent Fiduciary 
as ``Newport Trust Company.''
    Department's Response. The Department acknowledges and accepts the 
Applicant's factual clarification.
    Comment 4: Exchange where the Warrants will be Sold. Section III(f) 
of the proposed exemption states, ``If any of the Invested Participants 
fail to provide the Trustee with instructions to exercise or sell the 
Warrants received by July 30, 2027, the Warrants will be automatically 
sold in blind transactions on the New York Stock Exchange . . .''
    The Applicant requests that the Department change ``New York Stock 
Exchange'' to ``over-the-counter''.
    Department's Response. The Department acknowledges and accepts the 
Applicant's factual correction.
    The complete application file (D-12026) is available for public 
inspection in the Public Disclosure Room of the Employee Benefits 
Security Administration, Room N-1515, U.S. Department of Labor, 200 
Constitution Avenue NW, Washington, DC 20210. For a more complete 
statement of the facts and representations supporting the Department's 
decision to grant this exemption, please refer to the notice of 
proposed exemption published in the Federal Register on February 9, 
2022, at 88 FR 8463.

General Information

    The attention of interested persons is directed to the following:
    (1) The fact that a transaction is the subject of an exemption 
under ERISA section 408(a) does not relieve a fiduciary or other party 
in interest from certain requirements of other ERISA provisions, 
including any prohibited transaction provisions to which the exemption 
does not apply and the general fiduciary responsibility provisions of 
ERISA section 404, which, among other things, require a fiduciary to 
discharge their duties respecting the plan solely in the interest of 
the plan's participants and beneficiaries and in a prudent fashion in 
accordance with ERISA section 404(a)(1)(B).
    (2) As required by ERISA section 408(a), the Department hereby 
finds that the exemption is: (a) administratively feasible; (b) in the 
interests of the affected plan and its participants and beneficiaries; 
and (c) protective of the rights of the participants and beneficiaries 
of such plan.
    (3) This exemption is supplemental to, and not in derogation of, 
any other ERISA provisions, including statutory or administrative 
exemptions and transitional rules. Furthermore, the fact that a 
transaction is subject to an administrative or statutory exemption is 
not dispositive of determining whether the transaction is in fact a 
prohibited transaction.
    (4) The availability of this exemption is subject to the express 
condition that the material facts and representations contained in the 
application accurately describe all material terms of the transactions 
that are the subject of the exemption are true and accurate at all 
times.
    Accordingly, after considering the entire record developed in 
connection with the Applicant's exemption application, the Department 
has determined to grant the following exemption under the authority of 
ERISA section 408(a), and in accordance with the procedures set forth 
in 29 CFR part 2570, subpart B: \8\
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    \8\ 76 FR 66637, 66644 (October 27, 2011).

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[[Page 45931]]

Exemption

Section I. Definitions

    (a) The term ``Bankruptcy Filing'' means Unit Corporation's May 22, 
2020 filing for relief under Chapter 11 of Title 11 of the United 
States Code, in the United States Bankruptcy Court for the Southern 
District of Texas, Houston Division, under Case No. 20-327401.
    (b) The term ``Exercise Period'' means the period during which 
Invested Participants can exercise their Warrants that will end on the 
earliest of the following: (1) September 3, 2027; (2) the consummation 
of a cash sale (as defined in the Warrant Agreement); or (3) the 
consummation of a liquidation, dissolution or winding up of Unit 
Corporation.
    (c) The term ``Invested Participants'' means Plan participants who 
held shares of Old Unit Common Stock as of the date of the Bankruptcy 
Filing.
    (d) The term ``the Plan'' means the Unit Corporation Employees' 
Thrift Plan.
    (e) The term ``Independent Fiduciary'' means Newport Trust Company 
(Newport) or a successor Independent Fiduciary, to the extent Newport 
or the successor Independent Fiduciary continues to serve in such 
capacity, and who:
    (1) Is not an affiliate of Unit Corporation and does not hold an 
ownership interest in Unit Corporation or affiliates of Unit 
Corporation;
    (2) Was not a fiduciary with respect to the Plan before its 
appointment to serve as the Independent Fiduciary;
    (3) Has acknowledged in writing that it:
    (i) Is a fiduciary with respect to the Plan and has agreed not to 
participate in any decision regarding any transaction in which it has 
an interest that might affect its best judgment as a fiduciary; and
    (ii) Has appropriate technical training or experience to perform 
the services contemplated by the exemption;
    (4) Has not entered into any agreement or instrument that violates 
the prohibitions on exculpatory provisions in ERISA section 410 or the 
Department's regulation relating to indemnification of fiduciaries at 
29 CFR 2509.75-4;
    (5) Has not received gross income from Unit Corporation (including 
Unit Corporation affiliates) for any fiscal year in an amount that 
exceeds two percent (2%) of the Independent Fiduciary's gross income 
from all sources for the prior fiscal year. This provision also applies 
to a partnership or corporation of which the Independent Fiduciary is 
an officer, director, or 10 percent (10%) or more partner or 
shareholder, and includes as gross income amounts received as 
compensation for services provided as an independent fiduciary under 
any prohibited transaction exemption granted by the Department; and
    (6) No organization or individual that is an Independent Fiduciary, 
and no partnership or corporation of which such organization or 
individual is an officer, director, or ten percent (10%) or more 
partner or shareholder, may acquire any property from, sell any 
property to, or borrow any funds from Unit Corporation or from 
affiliates of Unit Corporation while serving as an Independent 
Fiduciary. This prohibition will continue for a period of six months 
after the party ceases to be an Independent Fiduciary and/or the 
Independent Fiduciary negotiates any transaction on behalf of the Plan 
during the period that the organization or individual serves as an 
Independent Fiduciary.
    (f) The term ``Released Parties'' means: (1) Unit Corporation; (2) 
the Reorganized Unit Corporation; (3) the Debtor-in-possession Agent; 
(4) the Debtor-in-possession Lenders; (5) the RBL Agent; (6) the RBL 
Lenders; \9\ (7) the Consenting Noteholders; (8) the Exit Facility 
Agent; (9) the Exit Facility Lenders; and (10) the Subordinated Notes 
Indenture Trustee.
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    \9\ RBL stands for ``Reserve Based Lending.''
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    (g) The term ``Unit Corporation'' means Unit Corporation and any 
affiliate of Unit Corporation.
    (h) The term ``Warrants'' means the Warrants issued by Unit 
Corporation in connection with the Bankruptcy Filing that entitle their 
registered holders to receive the Warrants, pursuant to an exchange 
rate of 1 to .03460447, where one share of Old Unit Common Stock will 
convert to .03460447 Warrants, through the payment of an Exercise Price 
during the Exercise Period.

Section II. Covered Transactions

    The restrictions of ERISA sections 406(a)(1)(A), 406(a)(1)(E), 
406(a)(2), and 407(a)(1)(A) shall not apply to: (1) the acquisition by 
the Invested Participant accounts, of the Warrants issued by Unit 
Corporation, the Plan sponsor, in connection with the Bankruptcy 
Filing, in exchange for a waiver of claims against Released Parties; 
and (2) the holding of the Warrants by the Plan. In order to receive 
such relief, the conditions in Section III must be met in conformance 
with the definitions set forth in Section I.

Section III. Conditions

    (a) The acquisition of the Warrants by the accounts of the Invested 
Participants is implemented on the same material terms as the 
acquisition of the Warrants by all shareholders of Old Unit Common 
Stock;
    (b) The acquisition of the Warrants by the accounts of Invested 
Participants resulted from an independent corporate act of Unit 
Corporation;
    (c) Each shareholder of Old Unit Common Stock, including each of 
the accounts of the Invested Participants, receives the same 
proportionate number of Warrants, and this proportionate number of 
Warrants is based on the number of shares of Old Unit Common Stock held 
by each shareholder;
    (d) The Warrants are acquired pursuant to, and in accordance with, 
provisions under the Plan for the individually-directed investment of 
the accounts by the Invested Participants whose accounts in the Plan 
held Old Unit Common Stock;
    (e) The decision regarding the acquisition, holding and disposition 
of the Warrants by the accounts of the Invested Participants have been 
and will continue to be made by the Invested Participants whose 
accounts received the Warrants;
    (f) If any of the Invested Participants fail to provide the Trustee 
with instructions to exercise or sell the Warrants received by July 30, 
2027, the Warrants will be automatically sold in blind transactions in 
over-the-counter (OTC) markets, and the sales proceeds will be 
distributed pro-rata to the accounts of the Invested Participants whose 
Warrants are sold;
    (g) No brokerage fees, commissions, subscription fees, or other 
charges have been paid or will be paid by the Plan or the Invested 
Participants' accounts for the acquisition and holding of the Warrants, 
and no commissions, fees, or expenses have been paid or will be paid by 
the Plan or the Invested Participants' accounts to any related broker 
in connection with the sale or exercise of any of the Warrants or the 
acquisition of the New Unit Common Stock through the exercise of the 
Warrants;
    (h) Unit Corporation does not influence any Invested Participant's 
election with respect to the Warrants;
    (i) The terms of the Offering of the Warrants are described to the 
Invested Participants in clearly-written communications from Unit 
Corporation containing all material terms of the Warrant Offering. In 
addition to the prospectus for the Warrant Offering, Invested 
Participants must receive a separate communication from Unit

[[Page 45932]]

Corporation that clearly explains all aspects of the Warrants Offering, 
including: (1) that Unit Corporation is granting the Warrants to former 
holders of Old Unit Common Stock; (2) how the Warrants work; (3) that 
the decision regarding whether to accept or reject the Warrants is made 
solely by the Invested Participants; and (4) the liability release. The 
Independent Fiduciary described in (j) below must review and confirm 
that the communications sent to participants meet the requirements of 
this exemption;
    (j) An Independent Fiduciary that is unrelated to Unit Corporation 
and/or its affiliates and acting solely on behalf of the Plan has 
determined that:
    (1) The Proposed Transactions are prudent, in the interest of, and 
protective of the Plan and its participants and beneficiaries; and
    (2) The Plan may enter into the Proposed Transactions in accordance 
with the requirements of this exemption;
    (k) The Independent Fiduciary must document its initial and final 
determinations in written reports that include a detailed analysis 
regarding whether the Proposed Transactions are in the interests of the 
Plan and the Invested Participants, and protective of the rights of 
Invested Participants of the Plan;
    (l) The Independent Fiduciary or an appropriate Plan fiduciary will 
monitor the holding and sale of warrants by the plan in accordance with 
the obligations of prudence and loyalty under ERISA section 404(a) to 
ensure that the Proposed Transactions remain prudent, protective and in 
the interests of the participants.
    (m) No later than 90 days after the end of the Exercise Period, the 
Independent Fiduciary must submit a written statement to the Department 
confirming and demonstrating that all requirements of the exemption 
have been met. In its written statement, the Independent Fiduciary must 
confirm that all Invested Participants have received everything to 
which they are entitled pursuant to the terms of this exemption, the 
Warrant Agreement, and any other documents relevant to this exemption.
    (n) The Independent Fiduciary must represent that it has not and 
will not enter into any agreement or instrument that violates ERISA 
section 410 or 29 CFR 2509.75-4;
    (o) At least thirty days before the conclusion of the Exercise 
Period, Unit Corporation must notify and inform each Invested 
Participant in writing that each Warrant held in the Invested 
Participant's account will expire and all rights under the Warrants and 
the Warrant Agreement will cease upon the conclusion of the Exercise 
Period; and
    (p) All of the material facts and representations set forth in the 
Summary of Facts and Representations are true and accurate at all 
times. If there is any material change in a transaction covered by the 
exemption, or in a material fact or representation described by the 
Applicant in the application, the exemption will cease to apply as of 
the date of the change.
    Effective Date: The exemption will be in effect on the date that 
this grant notice is published in the Federal Register and will 
continue until the date all Warrants are exercised, sold, or expire.

    Signed at Washington, DC, this 11th day of July 2023.
George Christopher Cosby,
Director Office of Exemption Determinations, Employee Benefits Security 
Administration, U.S. Department of Labor.
[FR Doc. 2023-15144 Filed 7-17-23; 8:45 am]
BILLING CODE 4510-29-P