Details for MILLER ADVERTISING AGENCY

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS, HOUSTON DIVISION
§ CASE NO. 20-32740 (DRJ)
IN RE:
§ (CHAPTER 11)
UNIT CORPORATION, et al.,
REORGANIZED DEBTORS.1 § (JOINTLY ADMINISTERED)
NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
A Federal Court authorized this notice.
This is not a solicitation from a lawyer.
PLEASE READ THIS NOTICE CAREFULLY. THIS NOTICE EXPLAINS
IMPORTANT RIGHTS YOU MAY HAVE, INCLUDING WITH RESPECT TO
THE POSSIBLE RELEASE OF CERTAIN CLAIMS. IF YOU DO NOT OPT-OUT
OF THE SETTLEMENT CLASS, YOUR LEGAL RIGHTS WILL BE AFFECTED.
IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTICE, THE PROPOSED
SETTLEMENT AGREEMENT, OR YOUR PARTICIPATION IN THE PROPOSED
SETTLEMENT,PLEASE DO NOT CONTACT THE COURT,THE DEFENDANT,OR
THE DEFENDANT’S COUNSEL. ALL QUESTIONS SHOULD BE DIRECTED TO
SETTLEMENT CLASS COUNSEL OR THE SETTLEMENT ADMINISTRATOR.
A HEARING TO DETERMINE THE FAIRNESS OF THE SETTLEMENT
AGREEMENT AND TO FINALLY APPROVE THE SETTLEMENT AGREEMENT
WILL BE HELD ON AUGUST 18, 2021 AT 9:30 A.M., PREVAILING CENTRAL
TIME, BEFORE THE HONORABLE DAVID R. JONES, AT 515 RUSK STREET,
COURTROOM 400, HOUSTON, TEXAS 77002. THE PARTIES, HOWEVER,
EXPECT THAT THE FINAL FAIRNESS HEARING WILL TAKE PLACE
VIRTUALLY DUE TO THE ONGOING COVID-19 PANDEMIC. IF THE FINAL
FAIRNESS HEARING TAKES PLACE VIRTUALLY, INSTRUCTIONS FOR
ATTENDING THE FINAL FAIRNESS HEARING TELEPHONICALLY AND BY
VIDEOCONFERENCE WILL BE AVAILABLE AT: https://cases.primeclerk.
com/unitcorporation.
THIS IS AN OFFICIAL NOTICE2 SENT TO YOU UNDER COURT ORDER
FROM THE HONORABLE DAVID R. JONES, CHIEF JUDGE OF THE UNITED
STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS,
TO THE SETTLEMENT CLASS, DEFINED AS:
All non-excluded Oklahoma citizens who are or were royalty owners in
Oklahoma wells shown on Ex. 6 to the Settlement Agreement, where UPC, or
any of its predecessors or affiliates, is or was the well operator and marketed
gas and paid royalty thereon pursuant to oil and gas leases that contain an
express provision in the gas royalty paragraph of the lease that addresses
the payments of royalty on gas produced from the well that is used off the
lease premises and/or in the manufacture of products as described in the
various similar lease wording shown on Ex. 6 to the Settlement Agreement.
The persons or entities excluded from the Class are: (1) agencies, departments or instrumentalities of the United States of America and the State of
Oklahoma; (2) officers of the Court involved in this action; (3) publicly traded
oil and gas exploration companies and their affiliates; (4) persons or entities
that Plaintiff’s counsel is, or may be prohibited from representing under Rule
1.7 of the Oklahoma Rules of Professional Conduct; (5) royalty owners to the
extent only of their respective royalty interest in a Low Volume UPC Operated
Wells (a Low Volume UPC Operated Well is one where UPC’s pay history for
production months July 1993 through June 2018 shows total royalty revenue
paid by UPC was based on 10,000 mcf or less of royalty volume; provided,
however, a Low Volume UPC Operated Well does not include UPC operated
wells where gas production began on or after January 2017); (6) royalty
owners to the extent of their royalty interest during any time period when
UPC or any of its predecessors or affiliates was not the well operator; and
(7) royalty owners to the extent of their royalty revenue received from UPC
as a passthrough of royalty revenue from gas marketed by non-operators in
UPC operated wells (TIK payments).
Unit Petroleum Company (“UPC”) filed for Chapter 11 bankruptcy protection on May 22, 2020 in the United States Bankruptcy Court for the Southern
District of Texas, Houston Division (the “Court”), before Judge David R. Jones,
as part of the jointly-administered chapter 11 cases captioned In re Unit
Corporation, et al., No. 20-32740 (DRJ). Prior to UPC’s filing for Chapter 11
bankruptcy protection, this class action was pending in the District Court
of LeFlore County, State of Oklahoma before Judge Jonathan K. Sullivan,
Chieftain Royalty Company v. Unit Petroleum Company, Case No. CJ-201600230 (the class action and the related proceedings in the UPC bankruptcy
case, including in connection with the Chieftain Class Claim, are collectively
referred to herein as the “Litigation”).
This Class is limited to Oklahoma citizens who are or were royalty
owners in Oklahoma wells UPC operated or continues to operate where
royalty revenue was allegedly not paid on natural gas used as fuel to power
compressors and other machinery and equipment in gathering systems
and/or gas plant operations, (“Off-Lease Fuel Gas”) as described in the
Settlement Class definition above (such wells, the “Class Wells”). There is a
proposed settlement regarding the Litigation, including the related claims in
the Bankruptcy Court. A website has been established for communications
and additional information about this settlement: https://cases.primeclerk.
com/unitcorporation. The website includes a list of Class Wells that are
affected by, and subject to, this Settlement as well as the entire Settlement
Agreement with its exhibits (the “Settlement Agreement”).3
The Court authorized this notice (“Notice”). This is not a solicitation from
a lawyer. The purpose of this Notice is to advise you that:
(a) The Court has preliminarily approved the Settlement and has certified
a Settlement Class for settlement purposes only as defined above.
(b) Class Representative, Plaintiff’s Counsel, and UPC have entered
into a Settlement Agreement that shall become effective if a court order
approving the Settlement becomes final and not subject to appeal. Under
the Settlement Agreement, the Parties have agreed to the allowance of the
Chieftain Class Claim as a Class C-5 UPC GUC Claim, as defined in the Plan
of Reorganization, in the amount of $29,250,000.00, such that the shares
in Reorganized Unit Corp. allocable to such allowed claim under the Plan
of Reorganization constituting the Gross Settlement Fund are issued and
delivered into a brokerage account established by Escrow Agent. The shares
constituting the Gross Settlement Fund will later be sold at the discretion of
Lead Counsel pursuant to the Settlement Agreement with the Net Settlement
Fund distributed to the Settlement Class in accordance with the Settlement
Agreement. See the Settlement Agreement for full details.4
What Is the Litigation About?
The Litigation seeks damages for UPC’s alleged failure to pay royalty
on Off-Lease Fuel Gas. The Court did not decide which side was right. UPC
denies that certification would be proper in a contested class action and
denies any and all allegations of wrongdoing and liability. UPC has only
agreed to the proposed Settlement to avoid the uncertainty, burden, and
expense of continued litigation. Likewise, Plaintiff has agreed to the proposed Settlement to avoid the uncertainty, burden, and expense of continued
litigation.
Who Are Class Members?
The Settlement Class includes:
a. All non-excluded Oklahoma citizens who are or were royalty owners
in Oklahoma wells shown on Ex. 6 to the Settlement Agreement where UPC,
or any of its predecessors or affiliates, is or was the well operator and marketed gas and paid royalty thereon pursuant to oil and gas leases that contain
an express provision in the gas royalty paragraph of the lease that addresses
the payments of royalty on gas produced from the well that is used off the
lease premises and/or in the manufacture of products as described in the
various similar lease wording shown on Ex. 6 to the Settlement Agreement.
b. The persons or entities excluded from the Class are: (1) agencies,
departments or instrumentalities of the United States of America and the
State of Oklahoma; (2) officers of the Court involved in this action; (3) publicly
traded oil and gas exploration companies and their affiliates; (4) persons or
entities that Plaintiff’s counsel is, or may be prohibited from representing
under Rule 1.7 of the Oklahoma Rules of Professional Conduct; (5) royalty
owners to the extent only of their respective royalty interest in Low Volume
UPC Operated Wells (a Low Volume UPC Operated Well is one where UPC’s
pay history for production months July 1993 through June 2018 shows
total royalty revenue paid by UPC was based on 10,000 mcf or less of royalty volume; provided, however, a Low Volume UPC Operated Well does not
include UPC operated wells where gas production began on or after January
2017); (6) royalty owners to the extent of their royalty interest during any
time period when UPC or any of its predecessors or affiliates was not the
well operator; and (7) royalty owners to the extent of their royalty revenue
received from UPC as a passthrough of royalty revenue from gas marketed
by non-operators in UPC operated wells (TIK payments).

Please visit the website listed at the bottom of this document for more
detailed information concerning the proposed Settlement.
What Does the Settlement Provide?
In consideration of the Settlement, the Parties have agreed: (a) to the
allowance of the Chieftain Class Claim as a Class C-5 UPC GUC Claim, as
defined in the Plan of Reorganization, in the amount of $29,250,000.00, and
(b) that the shares in Reorganized Unit Corp. allocable to such allowed claim
under the Plan of Reorganization, constituting the Gross Settlement Fund,
will be issued and delivered into a brokerage account established by Escrow
Agent.The shares constituting the Gross Settlement Fund will later be sold at
the discretion of Lead Counsel pursuant to the Settlement Agreement, with
the Net Settlement Fund distributed to the Settlement Class in accordance
with the Settlement Agreement.
Litigation Expenses in an amount not to exceed $600,000.00,
Administration and Distribution Costs in an amount not to exceed
$80,000.00, Bankruptcy Counsel’s Attorneys’ Fees of $50,000.00, and
a Case Contribution Award to Class Representative of $5,000.00 will be
requested and if awarded, will be deducted from the Gross Settlement Fund
in accordance with the Settlement Agreement. The remainder of the Gross
Settlement Fund (the “Net Settlement Fund”) will be distributed to eligible
Class Members based on a variety of factors. These factors include determining the Oklahoma citizenship of the royalty owner, production marketed
by Defendant on behalf of itself and/or other well owner, and the amount
of claimed royalty underpayment to Class Members of failure to pay on
Fuel Gas. Additional information on the benefits of the Settlement, including
information on the distribution of the Net Settlement Fund and the deductions
therefrom, can be found in the Settlement Agreement and other documents
posted on the website listed at the bottom of this document. In exchange,
Class Members will release UPC and others identified in the Settlement
Agreement from the claims made in the Litigation and other claims as
described in the Settlement Agreement.
Who Represents Me?
The law firms of (a) Nix Patterson, LLP; (b) Barnes & Lewis, LLP; (c) Whitten
Burrage; (d) Douglas W. Sanders, Jr., represent Plaintiff and all other Class
Members in this Litigation. These lawyers are called Plaintiff’s Counsel. You
will not be charged directly by these lawyers. Neligan LLP specifically serves
as the Bankruptcy Counsel on behalf of Plaintiff and the Class Members. You
may hire your own attorney, if you wish. However, you will be responsible for
that attorney’s fees and expenses.
What Are My Legal Rights?
Stay in the Settlement Class: You do not have to do anything to stay in
the Settlement Class and receive the benefits of the proposed Settlement.
If you stay in the Settlement Class, you may also object to the proposed
Settlement. If you stay in the Settlement Class, you will be bound by all orders
and judgments of the Court, and you will not be able to sue, or continue to
sue, UPC or any of the other Released Parties for the claims released in the
Settlement Agreement.
• Remain in the Settlement Class and receive benefits: If you
remain in the Settlement Class and the Court approves the proposed
Settlement, you or your successors will receive the benefits of the proposed
Settlement in accordance with the Settlement Agreement and any Plan of
Allocation orders entered by the Court.
• Object to the Proposed Settlement: You or your lawyer have the
right to file a written objection and appear before the Court to object to any
aspect of the proposed Settlement or the requests for Litigation Expenses,
Bankruptcy Counsel’s Attorneys’ Fees, or Case Contribution Award. In order
to be valid, your written objection must (1) contain the information described
in the Settlement Agreement and Preliminary Approval Order found at the
website listed below, and (2) be filed with the Court and served on Plaintiff’s
Counsel, UPC’s Counsel, and the Settlement Administrator, via certified mail
return receipt requested, and received by August 4, 2021 at 5 p.m. CDT.
For mailing addresses and more information about the steps required by the
Court for your objection to be valid, please see the full Notice of Proposed
Settlement and Preliminary Approval Order at the website listed below.
Exclude Yourself From the Settlement Class: To exclude yourself
from the Settlement Class, you must submit a written statement by certified mail, return receipt requested, to UPC’s Counsel, Plaintiff’s Counsel,
and the Settlement Administrator. Your letter must (1) include your name,
address, telephone number, and notarized signature; (2) state that you want
to be excluded from the Settlement Class in the class proof of claim filed
by Chieftain Royalty Company in the Unit Petroleum Company bankruptcy
proceeding; and (3) include the other information described in the full
Notice of Proposed Settlement and Preliminary Approval Order. To be effective, your written request for exclusion must be served on the Settlement
Administrator, UPC’s Counsel, and Plaintiff’s Counsel by certified mail,
return receipt requested, in accordance with the instructions provided in
the Preliminary Approval Order, and received by August 4, 2021 at 5 p.m.
CDT. If you opt out, you will not receive any benefits from the Settlement
and, unless you filed a proof of claim in the bankruptcy proceeding, your
claims in the bankruptcy will be disallowed without payment. If you do not
follow the procedures described in the Preliminary Approval Order—including meeting the date for exclusion set out above—you will not be excluded
from the Settlement Class and you will be bound by all of the orders entered
by the Court regarding the Settlement, including the release of claims. For
mailing addresses and more information about properly excluding yourself
from the Settlement Class, please see the Notice of Proposed Settlement
and Preliminary Approval Order at the website listed below.
When Will the Court Determine Whether to Approve
the Proposed Settlement?
The Court will hold a Final Fairness Hearing on August 18, 2021 at 9:30
a.m. CDT at the United States Bankruptcy Court for the Southern District of
Texas, Houston Division, Courtroom 400, 4th Floor, 515 Rusk St., Houston,
Texas 77002. At the hearing, the Court will consider whether the proposed
Settlement is fair, reasonable, and adequate and hear any valid objections
that are timely submitted. The Court will also consider Plaintiff’s request
for Litigation Expenses, Administration and Distribution Costs, Bankruptcy
Counsel’s Attorneys’ Fees, and a Case Contribution Award. Please note that
the date of the Final Fairness Hearing is subject to change without
further notice. If you plan to attend the hearing, you should check
with the Court and https://cases.primeclerk.com/unitcorporation to
be sure no change to the date and time of the hearing has been made.
The parties, however, expect that the Final Fairness Hearing will
take place virtually due to the ongoing COVID-19 pandemic. If the Final
Fairness Hearing takes place virtually, instructions for attending the Final
Fairness Hearing telephonically and by videoconference will be available at:
https://cases.primeclerk.com/unitcorporation.
Where Can I Get More Information About the Settlement?
Visit: https://cases.primeclerk.com/unitcorporation
Call: 877-720-6581
Or call or write to Chieftain-UPC Settlement, c/o Plaintiff’s Counsel,
Barnes & Lewis, LLP, 208 N.W. 60th Street, Oklahoma City, OK 73118,
(405) 843-0363 -OR- c/o Plaintiff’s Counsel, Nix Patterson, LLP, 3600B N.
Capital of Texas Highway, Suite 350, Austin, TX 78746, (512) 328-5333
1
The Reorganized Debtors in these chapter 11 cases and the last four digits
of their respective federal tax identification numbers are: 8200 Unit Drive,
L.L.C. (1376); Unit Corporation (3193); Unit Drilling Colombia, L.L.C. (1087);
Unit Drilling Company (5145); Unit Drilling USA Colombia, L.L.C. (0882); and
Unit Petroleum Company (5963). The location of the Reorganized Debtors’
U.S. corporate headquarters and the Reorganized Debtors’ service address
is: 8200 South Unit Drive, Tulsa, Oklahoma 74132.
2
This Notice summarizes and is qualified in its entirety by the Stipulation
and Agreement of Settlement (“Settlement Agreement”) and the documents
referenced therein, which set forth the terms of the Settlement. Please refer
to the Settlement Agreement for a complete description of the terms and
provisions thereof.A copy of the Settlement Agreement with exhibits is available at https://cases.primeclerk.com/unitcorporation.
3
Capitalized terms not defined herein shall have the meanings set forth in
the Settlement Agreement.
4
The number of shares allocable to the Chieftain Class Claim, and the
value of such shares, will depend on, among other things, the amount of all
Allowed Class C-5 UPC GUC Claims and therefore is not able to be known
at the present time.

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