UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The Securities Exchange Act of 1934~~

~~Date~~The ofSecurities ~~report~~Exchange ~~(Date~~Act of 1934 ~~earliest event reported): September 24, 2012~~

Date of report (Date of earliest event reported): November 5, 2012

Union Drilling, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	000-51630	16-1537048
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4055 International Plaza, Suite 610 Fort Worth, Texas		76109
(Address of Principal Executive Offices)		(Zip Code)

4055 International Plaza, Suite 610 Fort Worth, Texas		76109
(Address of Principal Executive Offices)		(Zip Code)

(817) 735-8793

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introduction ~~1.01 Entry into a Material Definitive Agreement.~~

On ~~September 24~~November 5, ~~2012,~~ Union Drilling, Inc., a Delaware corporation (the “Company”), became a direct, wholly owned subsidiary of Sidewinder Drilling Inc., a Delaware corporation (“Sidewinder”), ~~and~~as a result of the merger (the “Merger”) of Fastball Acquisition Inc., a Delaware corporation and a wholly- owned subsidiary of Sidewinder (~~the~~ “~~Purchaser~~Merger Sub”), ~~entered~~with and into athe ~~definitive~~Company. The merger was effected pursuant to an Agreement and Plan of Merger dated as of September 24, 2012 among the Company, Sidewinder and Merger Sub (the “Merger Agreement”). Sidewinder and Merger Sub are affiliates of Avista Capital Partners III, L.P. and Avista Capital Partners (Offshore) III, L.P. (collectively, “Avista”).

~~Pursuant~~Item to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer (the “Offer”) to acquire all of the outstanding shares of the Company’s common stock, par value $01.01 ~~per share (the “Shares”), for $6~~.50 ~~per~~Entry Share in cash, without interest and subject to applicable withholding taxes (the “Offer Price”). As soon as practicable after the consummation of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into ~~the Company (the “Merger”), with the Company surviving as~~ a ~~wholly-owned~~Material ~~subsidiary~~Definitive ~~of Sidewinder. The Merger~~ Agreement also provides that the Merger may be consummated regardless of whether the Offer is completed, but if the Offer is not completed, the Merger will only be able to be consummated after the stockholders of the Company have adopted the Merger Agreement at a meeting of stockholders. Upon completion of the Merger, each Share outstanding immediately prior to the effective time of the Merger (excluding those Shares that are held by (i) the Company, Purchaser or Sidewinder (including the Contributed Shares (as defined below)) or (ii) stockholders of the Company who properly exercised their appraisal rights under the Delaware General Corporation Law) will be converted into the right to receive the Offer Price.

The obligation of Purchaser to purchase Shares tendered in the Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including (i) that the number of Shares validly tendered and not validly withdrawn in the Offer, together with the Contributed Shares and the Shares beneficially owned by Sidewinder or Purchaser (if any), equals at least 671.2% ofRevolving ~~the~~Facility Shares then outstanding on a fully-diluted basis (the “Minimum Tender Condition”); (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); and (iii) certain other customary conditions.

~~Regardless~~On ofNovember 5, ~~whether~~2012, ~~the~~in ~~Offer~~connection ~~closes,~~with the Merger, ~~parties~~Sidewinder, ~~have~~Crown ~~agreed~~Drilling toof ~~complete~~Pennsylvania, ~~the~~LLC, ~~Merger~~a ~~after~~Pennsylvania ~~receipt~~limited ofliability company (“Crown”), and the ~~approval~~Company of(together awith ~~majority~~Sidewinder ofand Crown, the ~~Company’s~~“Borrowers”), ~~stockholders~~entered ~~for~~into ~~the~~a ~~adoption~~revolving ofcredit and security agreement (the ~~Merger~~“Credit Agreement”) and ~~satisfaction~~related ofsecurity ~~certain~~and other ~~conditions~~agreements for a $50. In0 ~~that~~million ~~case,~~senior ~~the~~secured ~~consummation~~revolving ofloan facility (the ~~Merger~~“Revolving ~~would~~Facility”) ~~generally~~with bethe ~~subject~~financial toinstitutes ~~similar~~which ~~conditions~~are asnow ~~the~~or ~~Offer~~hereafter ~~conditions~~become ~~(other~~a party ~~than~~thereto (the ~~Minimum Tender Condition~~“Lenders”) and ~~would~~PNC beBank, ~~subject~~National toAssociation ~~certain~~(“PNC”), ~~additional~~as ~~conditions,~~agent ~~including~~for the ~~approval~~Lenders of(in ~~the~~such ~~Company’s~~capacity, ~~stockholders~~the “Agent”).

~~Subject~~The toRevolving ~~the~~Facility ~~terms~~includes ofborrowing ~~the~~capacity ~~Merger~~in ~~Agreement,~~the ~~applicable~~form ~~law and a sufficient number~~ of ~~authorized but~~letters ~~unissued and unreserved Shares being available under the Company’s certificate~~ of ~~incorporation,~~credit ~~the Company has granted Purchaser an irrevocable option (the “Top-Up Option”), which Purchaser will exercise immediately following consummation~~ of ~~the~~up ~~Offer, if necessary,~~ to ~~purchase~~$10.0 ~~additional~~million ~~Shares~~at ~~from~~any ~~the~~time ~~Company~~outstanding. asThe ~~necessary~~Credit soAgreement ~~that~~also ~~Sidewinder~~permits ~~and Purchaser own, together with~~ the ~~Contributed~~Borrowers ~~Shares,~~to ~~not~~increase ~~less~~commitments under ~~than 90% of~~ the ~~total~~Revolving ~~Shares~~Facility ~~outstanding~~in ~~immediately~~an ~~after~~aggregate ~~the~~amount ~~issuance~~ of ~~Shares~~up ~~under~~to ~~the~~$50.0 ~~Top-Up Option~~million. If ~~Purchaser~~The ~~and~~availability ~~Sidewinder acquire more than 90%~~ of ~~the~~such ~~outstanding~~additional ~~Shares,~~capacity ~~including~~is ~~through~~subject ~~exercise~~to ofvarious ~~the Top-Up Option, Purchaser will complete the Merger through the “short-form” procedures available under Delaware General Corporation Law~~conditions.

~~The~~Interest ~~Merger~~Rate ~~Agreement~~and ~~contains~~Fees. ~~representations~~Borrowings ~~and~~under ~~warranties~~the ~~and~~Revolving ~~covenants~~Facility ~~customary~~bear ~~for~~interest at a ~~transaction~~rate per annum equal to either (a) a base rate determined by reference to the highest of ~~this~~(i) the ~~nature~~federal funds effective rate plus 1/2 of 1.00%, ~~including~~(ii) the acommercial ~~covenant~~lending rate of PNC, and (iii) the ~~Company~~Daily LIBOR Rate plus 1% (as defined in the Credit Agreement) plus 1.00%, in each case plus an applicable margin ranging from 1.25% to ~~conduct~~1.75% ~~its~~based ~~business~~on the facility usage, or (b) a LIBOR rate determined by the Agent equal to the offered rate that appears on the Bloomberg Page BBAM1 or the rate which is quoted by another source selected by the Agent which has been approved by the British Bankers’ Association as an authorized information vendor for purposes of displaying rates at which US dollar deposits are offered by leading banks in the ~~ordinary~~London ~~course~~interbank ~~and~~deposit ~~not~~market, in each case plus an applicable margin ranging from 2.25% to ~~take~~2.75% ~~certain~~based ~~specified~~on ~~actions~~the ~~prior~~facility usage. In addition to ~~consummation~~paying interest on outstanding principal under the Revolving Facility, the Borrowers are required to pay customary agency fees, a facility fee and certain fees in respect of letters of credit issued under the ~~Merger~~Revolving Facility.

~~The~~Amortization ~~Company~~and ~~has~~Final ~~agreed~~Maturity. ~~not~~The toRevolving ~~solicit,~~Facility ~~initiate~~does ~~or knowingly take any action to facilitate or encourage an alternative proposal for the acquisition of the Company and~~ not ~~to enter~~require ~~into or participate in~~ any ~~discussions~~scheduled oramortization. ~~negotiations~~Any ~~with,~~principal oramount outstanding ~~furnish~~under ~~any information relating to~~ the ~~Company~~Revolving orFacility ~~afford~~will ~~access~~be todue ~~the business, properties, assets, books~~ and ~~records~~payable ofon the ~~Company~~fifth oranniversary ~~to otherwise cooperate in any way with any party that is seeking to make, or has made, an alternative proposal for the acquisition~~ of the ~~Company~~closing date. ~~However, subject to the satisfaction of certain conditions, the Company and its board of directors, as applicable, would be~~

~~permitted~~Guarantees and to take certain actions, including engaging in negotiations, terminating the Merger Agreement or changing the board of directors’ recommendation, following receipt of an unsolicited acquisition proposal that the board of directors determines in good faith constitutes a superior proposalSecurity. ~~The~~ ~~Merger~~All ~~Agreement~~obligations ~~can also be terminated by Sidewinder or the Company~~ under ~~certain other circumstances. In connection with certain terminations, including but not limited to a termination by~~ the ~~Company~~Revolving inFacility ~~response~~are ~~to receipt of a superior proposal~~secured, ~~the~~subject ~~Company will be required~~ to ~~pay Sidewinder a termination fee equal to $5 million, and in connection with~~ certain ~~other terminations~~exceptions, ~~including but not limited to a termination~~ by ~~the~~substantially ~~Company~~all isof ~~response to Sidewinder’s and~~ the ~~Purchaser’s~~assets ~~failure~~of toeach ~~consummate the Offer or the Merger after the applicable conditions have been satisfied or waived~~Borrower, ~~Sidewinder~~as ~~will~~well beas ~~required to pay the Company~~ a ~~termination~~first-priority ~~fee~~pledge ~~equal~~of toall ~~$10~~of ~~million. The~~the ~~Company~~capital ~~will~~stock ~~also~~of beeach ~~required~~domestic subsidiary toand ~~pay~~first-tier ~~the~~foreign ~~reasonable~~subsidiary ~~expenses~~ of Sidewinder ~~and~~(which ~~Purchaser~~pledge, in ~~an amount not to exceed $2 million if (i)~~ the ~~Merger~~case ~~Agreement~~of ~~is terminated because~~ the ~~Company’s~~voting ~~stockholders~~capital ~~are~~stock ~~required~~of toforeign ~~approve~~subsidiaries, ~~the~~is ~~Merger~~limited ~~Agreement~~ to ~~consummate~~65% ~~the~~of ~~Merger and~~ such ~~approval~~capital ~~is not obtained or (ii~~stock) Sidewinder terminates the Merger Agreement because the Company has breached its representations, warranties, covenants or agreements contained in the Merger Agreement (subject to certain exceptions and conditions).

~~Sidewinder~~Certain ~~has~~Other ~~represented~~Provisions. toThe ~~the~~Credit ~~Company in the Merger~~ Agreement ~~that~~contains ita ~~has~~number ~~obtained~~of ~~debt~~covenants ~~and~~that, ~~equity~~among ~~financing~~other ~~commitments~~things, ~~for~~include ~~the~~restrictions ~~transactions~~on incurring ~~contemplated~~indebtedness, bycreating ~~the~~liens, ~~Merger Agreement~~mergers, ~~the~~sale ~~aggregate proceeds~~ of ~~which~~assets, ~~will~~dividends beand ~~sufficient~~stock ~~for~~repurchases, ~~Sidewinder~~investments, tocapital ~~pay~~expenditures, ~~the~~entering ~~aggregate~~into ~~purchase~~transactions ~~price~~with ~~for~~affiliates, ~~the~~forming ~~Shares~~any insubsidiary ~~the~~or ~~Offer~~entering ~~and~~into ~~all~~joint ~~related~~ventures ~~fees~~ and ~~expenses.~~substantially changing ~~Consummation~~the nature of the ~~Offer~~business ~~and~~in ~~the~~which ~~Merger~~any Borrower is ~~not~~engaged ~~subject~~on tothe adate ~~financing~~of ~~condition~~the agreement.

~~The~~In ~~Merger~~addition ~~Agreement~~to ~~has~~the foregoing ~~been~~negative ~~adopted~~and byfinancial covenants, the ~~boards~~Credit Agreement also contains certain customary representations and warranties, affirmative covenants and events of ~~directors~~default (including upon a change of ~~both~~control ~~the~~or ~~Company~~change ~~and~~of ~~Sidewinder~~ownership).

In addition, in connection with the Merger Agreement, on September 24, 2012, Sidewinder entered into two separate tender and voting agreements (each, a “Tender and Voting Agreement” and together, the “Tender and Voting Agreements”) with (i) Union Drilling Company LLC, a stockholder of the Company (the “Stockholder”), and (ii) the Company’s executive officers (the “Officers”)2. ~~Pursuant~~ to the Tender and Voting Agreements, the Stockholder and the Officers agree, among other things, to (a) tender all of the Shares such Stockholder and such Officers beneficially own in the Offer and (b) vote such Shares in favor of adopting the Merger Agreement and the transactions contemplated thereby in the event stockholder approval is required to consummate the Merger9. ~~The~~750% ~~foregoing~~Senior ~~provisions~~Notes ofDue ~~the~~2019 Tender and Voting Agreement terminate in the event that the Merger Agreement is terminated in accordance with its terms and in the case of the Tender and Voting Agreement entered into by the Officers, the foregoing provisions also terminate if the board of directors of the Company changes its recommendation with respect to the Offer or the Merger in response to events or circumstances that were neither known nor reasonably foreseeable as of or prior to the date of the Merger Agreement.

AsOn November 2, 2012, Sidewinder issued $250 million aggregate principal amount of ~~September~~its 249.750% senior notes due 2019 (the “Notes) under an indenture, dated as of November 2, 2012 (the “Initial Indenture”) among Sidewinder, Crown Drilling and ~~based~~Merger onSub, as guarantors (the ~~information~~“Guarantors”), ~~provided~~and byU.S. Bank National Association, as trustee (the “Trustee”). ~~Stockholder~~The Notes were sold pursuant to a Purchase Agreement, dated as of October 23, 2012, by and among Sidewinder, the ~~Officers~~Guarantors, and Jefferies & Company, Inc., as representative of the ~~Shares~~several ~~owned~~initial bypurchasers party thereto (collectively, the ~~Stockholder~~“Initial ~~subject~~Purchasers”). toOn November 5, 2012, Sidewinder, the ~~Tender~~Company, Crown and ~~Voting~~the ~~Agreement~~Trustee ~~represent~~executed ~~approximately~~a ~~36%~~First ofSupplemental Indenture (the ~~outstanding~~“First ~~Shares~~Supplemental Indenture” and ~~the~~together ~~Shares~~with ~~owned~~the byInitial Indenture, the ~~Officers~~“Indenture”) ~~subject~~pursuant to which the ~~Tender~~Company assumed the obligations of Merger Sub under the Initial Indenture and ~~Voting~~the ~~Agreement~~Notes ~~represent~~and ~~less~~the ~~than~~Company 1guaranteed the Notes on an unsecured senior basis. The Notes bear interest at a rate of 9.750% per annum, and interest is payable semi-annually in arrears on May 15 and November 15 of ~~the~~each ~~outstanding~~year, ~~Shares~~commencing on May 15, 2013. The Notes will mature on November 15, 2019.

InAt ~~addition,~~any intime ~~connection~~prior ~~with~~to ~~the Merger Agreement~~November 15, ~~on September 24~~2015, ~~2012,~~ Sidewinder ~~entered~~may ~~into~~on ~~separate~~any ~~contribution,~~one ~~non-tender~~or ~~and~~more ~~support~~occasions ~~agreements~~redeem ~~(the~~up ~~“Support~~to ~~Agreements”)~~35% ~~with certain stockholders~~ of the ~~Company~~aggregate ~~(the~~principal amount ~~“Rollover~~of ~~Stockholders”). Pursuant~~Notes toissued ~~the~~under ~~Support Agreements,~~ the ~~Rollover Stockholders agree~~Indenture, toupon ~~(i)~~notice ~~not~~as ~~tender~~provided ~~their~~in ~~Shares into~~ the ~~Offer~~Indenture, ~~(ii)~~at ~~vote~~a ~~their~~redemption ~~Shares~~price inequal ~~favor~~to 109.750% of ~~adopting~~ the ~~Merger~~principal ~~Agreement~~amount ~~and~~of the ~~transactions~~Notes ~~contemplated~~redeemed, ~~thereby~~plus inaccrued ~~the~~and ~~event~~unpaid ~~stockholder~~interest, ~~approval~~if isany, ~~required~~ to ~~consummate~~ the ~~Merger~~date ~~and~~of redemption (~~iii)~~subject to ~~after~~ the ~~consummation~~rights of ~~the~~holders ~~Offer~~of ~~and~~notes ~~prior~~on to the ~~effective~~relevant ~~time~~record ofdate ~~the~~to ~~Merger,~~receive ~~contribute~~interest ~~certain~~on ~~Shares (~~the ~~“Contributed~~relevant ~~Shares”)~~interest topayment ~~Sidewinder~~date), in ~~exchange~~an ~~for~~amount ~~equity~~not ingreater ~~Sidewinder~~than on the ~~terms~~net ~~set~~cash ~~forth~~proceeds ~~therein. The~~of ~~foregoing~~an ~~provisions~~ of ~~the~~certain ~~Support~~equity ~~Agreements~~offerings; ~~terminate~~provided ifthat: ~~the~~(1) at ~~Merger~~least ~~Agreement~~65% isof the ~~terminated~~aggregate inprincipal ~~accordance~~amount ~~with~~of ~~its~~Notes ~~terms~~originally orissued ifunder the ~~board~~Indenture of(excluding ~~directors~~Notes ofheld ~~the~~by ~~Company~~Sidewinder ~~changes~~and its ~~recommendation~~subsidiaries) ~~with~~remains ~~respect~~outstanding toimmediately ~~the~~after ~~Offer or~~ the ~~Merger~~occurrence inof ~~response~~such toredemption; ~~events~~and or(2) the ~~circumstances~~redemption ~~that~~occurs within ~~were~~180 ~~neither~~days ~~known~~of ~~nor~~the ~~reasonably~~date ~~foreseeable as~~ of ~~or prior to~~ the ~~date~~closing of ~~the~~such ~~Merger~~equity ~~Agreement~~offering.

AsIn ofaddition, ~~September~~at ~~24,~~any ~~2012~~time ~~and~~prior ~~based~~to November 15, 2016, Sidewinder may on any one or more occasions redeem all or a part of the ~~information~~Notes, ~~provided~~at bya redemption price equal to 100% of the ~~Rollover~~principal ~~Stockholders~~amount plus a “make-whole premium” and accrued and unpaid interest, if any, to the ~~Shares~~date ~~owned~~of byredemption. In addition, Sidewinder may redeem the ~~Rollover~~Notes, ~~Stockholders~~in ~~subject~~whole toor ~~the~~in ~~Support~~part, ~~Agreements represent~~at ~~approximately~~any time on or after November 15%, of2016 at the ~~outstanding~~applicable ~~Shares~~redemption price plus accrued and unpaid interest, if any, to the date of redemption.

~~________________________________________~~The Notes are Sidewinder’s senior unsecured obligations and rank equally in right of payment with all of Sidewinder’s existing and future senior indebtedness and senior in right of payment to any future subordinated indebtedness of Sidewinder. The notes will rank effectively junior to Sidewinder’s secured debt to the extent of the collateral, including secured debt under the Revolving Facility, and will be effectively junior to liabilities of any of Sidewinder’s future subsidiaries that do not guarantee the notes.

~~The~~Upon ~~foregoing~~certain ~~summaries~~change of ~~(i)~~control ~~the Merger Agreement and the transactions contemplated thereby~~events, ~~(ii) the Tender and Voting Agreements and the transactions contemplated thereby and (iii) the Support Agreements and the transactions contemplated thereby, in~~ each ~~case,~~noteholder domay ~~not~~require ~~purport~~Sidewinder to bepurchase ~~complete~~all ~~and~~or ~~are~~a ~~subject~~portion ~~to, and qualified in their entirety by, the full text~~ of ~~the~~such ~~Merger~~holder’s ~~Agreement,~~Notes ~~the~~at ~~Tender~~a ~~and~~purchase ~~Voting~~price ~~Agreements~~equal ~~and the Support Agreements furnished herewith as Exhibits 2.1, 2.2, 2.3, 2.4 and 2.5, which are incorporated herein by reference. The Merger Agreement has been attached~~ to ~~provide~~101% ~~investors~~of ~~with information regarding its terms. It is not intended to provide any other factual information about~~ the ~~Company,~~aggregate ~~Sidewinder~~principal ~~or Purchaser~~amount thereof, ~~their~~plus ~~respective~~accrued ~~businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger. The Merger Agreement contains representations~~ and ~~warranties~~unpaid ~~that are the product of negotiations among the parties thereto and that the parties made to~~interest, ~~and~~if ~~solely for the benefit of~~any, ~~each other as of specified dates. The assertions embodied in those representations and warranties are subject~~ to ~~qualifications and limitations agreed to by~~ the ~~respective~~purchase ~~parties and are also qualified in important part by confidential disclosure schedules issued in connection with the Merger Agreement~~date. For the foregoing reasons, shareholders and investors should not rely on such representations and warranties as characterizations of statements of factual information at the time they were made or otherwise.

~~Additional~~The ~~Information~~Indenture provides that the following are an event of default with respect to the Notes: (1) default for 30 days in the payment when due of interest on the Notes; (2) default in payment when due of the principal of, or premium, if any, on the Notes; (3) failure by Sidewinder to comply with certain covenants relating to merger, consolidation or sale of assets; (4) failure by Sidewinder or any of its restricted subsidiaries for 60 days after receipt of written notice given by the Trustee or the noteholders of at least 25% in principal amount of the outstanding Notes to comply with any of the obligations, covenants or agreements contained in the Indenture (or 120 days in the case of Sidewinder’s reporting obligations); (5) default under any mortgage, indenture or instrument for money borrowed by Sidewinder or any of its restricted subsidiaries or the payment of which is guaranteed by Sidewinder or any of its restricted subsidiaries, whether such indebtedness or guarantee now exists or is created after the date of the Indenture, if both: (a) such default either results from the failure to pay any principal of, premium or interest, if any, on such indebtedness (after giving effect to any applicable grace periods) or results in the acceleration of such indebtedness prior to its express maturity; and (b) the principal amount of such indebtedness, together with the principal amount of any other such indebtedness in default for failure to pay the principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $20 million or more; (6) failure by Sidewinder or any restricted subsidiary to pay final judgments aggregating in excess of $20 million, which judgments are not paid, discharged or stayed for a period of more than 60 days after such judgment becomes final; (7) except as permitted by the Indenture, any note guarantee is held in any judicial

~~The~~ proceeding ~~tender offer described in this news release has not yet been commenced. This news release and the description contained herein is neither an offer~~ to ~~purchase~~be ~~nor~~unenforceable aor ~~solicitation~~invalid ofor anceases ~~offer~~ to ~~sell~~be ~~shares~~in offull ~~Union~~force ~~Drilling. At~~and ~~the time the tender offer is commenced~~effect, ~~Sidewinder~~or ~~and~~any ~~Purchaser~~guarantor ~~intend~~or toperson ~~file~~acting ~~a Tender Offer Statement~~ on ~~Schedule~~behalf ~~TO containing an offer to purchase, a form~~ of ~~letter~~any ofguarantor ~~transmittal~~denies ~~and~~or ~~other~~disaffirms ~~documents~~its ~~relating~~obligations tounder ~~the~~its note ~~tender~~guarantee; ~~offer~~or ~~and~~(8) certain ~~the~~events ~~Company~~of ~~intends~~bankruptcy toor ~~file~~insolvency ~~a Solicitation/Recommendation Statement on Schedule 14D-9~~ with respect to ~~the~~Sidewinder ~~tender~~or ~~offer,~~any ~~with~~significant ~~the~~subsidiary ~~Securities and Exchange Commission~~ (~~the~~or ~~“SEC”). The~~any ~~offer~~group ~~to purchase shares~~ of ~~common~~restricted ~~stock~~subsidiaries ofthat ~~the~~together ~~Company~~would ~~will~~constitute ~~only~~a besignificant ~~made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO~~subsidiary).

~~Investors~~If ~~and~~any ~~stockholders~~event of ~~the~~default ~~Company~~occurs ~~are urged to read the tender offer statement~~ and ~~related~~is ~~materials~~continuing (~~including~~other ~~the~~than ~~offer~~of toa ~~purchase~~type ~~and~~specified ~~letter~~in ofclause ~~transmittal~~(6) above), ~~and~~ the ~~related~~Trustee ~~solicitation/recommendation statement, as they may be amended and/~~or ~~supplemented~~the noteholders ~~from~~of ~~time~~at toleast ~~time,~~25% ~~when~~in ~~they~~aggregate ~~become~~principal ~~available~~amount ~~because~~of ~~they~~the ~~will~~then ~~contain~~outstanding ~~important~~Notes ~~information~~may ~~that~~declare ~~should~~all ~~be read prior to making a decision to tender shares. Stockholders~~ of the ~~Company~~then ~~will~~outstanding beNotes ~~able~~ to ~~obtain~~be adue ~~free~~and ~~copy~~payable ofimmediately. ~~these~~If ~~documents~~certain ~~(when~~bankruptcy ~~they~~or ~~become~~insolvency ~~available)~~events ~~and~~of ~~other~~default ~~documents~~occur ~~filed~~with byrespect ~~the Company,~~ to Sidewinder or ~~Purchaser~~any ~~with~~significant ~~the~~subsidiary ~~SEC~~(or atany ~~the~~group ~~website~~of ~~maintained~~restricted bysubsidiaries ~~the~~that ~~SEC~~together atwould ~~www.sec.gov.~~constitute ~~Additional~~a ~~information~~significant ~~regarding~~subsidiary), ~~the~~all ~~Company’s~~outstanding ~~directors~~Notes ~~and~~will ~~executive~~become ~~officers~~due ~~is also included in the Company’s proxy statement for its 2012 annual meeting of stockholders~~ and ispayable ~~included~~without inany ~~the~~other ~~Annual~~act ~~Report~~ on ~~Form 10-K for~~ the ~~fiscal~~part ~~year ended December 31, 2011. In addition, stockholders will be able to obtain a free copy~~ of the ~~tender~~Trustee ~~offer documents (when they become available) from the information agent named in the offer to purchase~~ or ~~from Sidewinder~~the noteholders.

InThe ~~connection~~Indenture ~~with~~contains ~~the~~customary ~~potential one-step merger~~covenants, ~~the~~including ~~Company~~restrictions ~~would~~on ~~file~~Sidewinder’s ~~a proxy statement with the Securities~~ and ~~Exchange~~certain ~~Commission.~~of ~~Additionally,~~its subsidiaries’ ~~the~~ability ~~Company~~to ~~would~~incur ~~file~~additional ~~other~~indebtedness ~~relevant materials with the Securities~~ and ~~Exchange~~guarantee ~~Commission~~indebtedness; inpay ~~connection~~dividends ~~with~~on ~~the~~or ~~proposed~~make ~~acquisition~~any ofother ~~the~~distribution ~~Company~~on ~~by Purchaser. The Company and~~ its ~~respective~~capital ~~directors,~~stock; ~~executive~~redeem ~~officers~~or ~~and~~repurchase ~~other~~certain ~~members~~debt; ofmake ~~their~~certain ~~management~~investments; ~~and~~create ~~employees,~~liens; ~~under~~enter ~~the~~into transactions ~~Securities~~with ~~and~~Sidewinder’s ~~Exchange~~affiliates; ~~Commission~~consolidate, ~~rules~~merge, ~~may~~or betransfer ~~deemed~~all toor besubstantially ~~participants~~all ~~in the solicitation~~ of ~~proxies~~Sidewinder’s ofassets; ~~stockholders~~and ofenter ~~the~~into ~~Company~~agreements inrestricting ~~connection~~Sidewinder’s ~~with~~restricted ~~the~~subsidiaries’ ~~proposed~~ability ~~merger.~~to ~~Information~~pay ~~concerning~~dividends, make ~~the~~loans ~~interests~~to ofSidewinder ~~the~~or ~~Company’s~~any ~~participants~~restricted insubsidiary ~~the~~that ~~solicitation,~~is ~~which~~a ~~may,~~guarantor inor ~~some cases~~sell, belease ~~different~~or ~~than~~transfer ~~those~~assets ofto ~~the~~Sidewinder ~~Company’s~~or ~~stockholders~~any ~~generally,~~restricted ~~will~~subsidiary bethat ~~set~~is ~~forth~~a inguarantor. ~~the~~The ~~proxy~~covenants ~~statement~~are ~~relating~~subject to ~~the~~a ~~merger~~number ~~when~~of itexceptions ~~becomes~~and ~~available~~qualifications.

~~Forward~~Item ~~Looking~~2.01. ~~Statements~~Completion of Acquisition or Disposition of Assets.

~~Investors~~Pursuant are cautioned that statements in this press release that are not strictly historical statements, including, without limitation, statements regarding expectations about the tender offer or future business plans, prospective performance and opportunities, regulatory approvals, the expected timing of the completion of the transaction and the ability to ~~complete~~ the ~~transaction~~Merger ~~considering the various closing conditions~~Agreement, ~~are~~upon ~~forward-looking statements within~~ the ~~meaning~~terms ~~of the federal securities laws~~ and ~~are~~ subject to ~~risks, uncertainties and assumptions. These forward-looking statements may be identified by~~ the ~~use~~conditions ~~of words such as “expect~~thereof,” ~~“anticipate,”~~on ~~“believe~~October 5,” ~~“estimate~~2012,” ~~“potential,”~~Merger ~~“should”~~Sub orcommenced ~~similar words. The actual results of the transaction could vary materially as~~ a ~~result of a number of factors, including: uncertainties as to how many of the Company’s stockholders will~~ tender ~~their stock in the~~ offer; (the ~~possibility~~“Offer”) ~~that competing offers will be made; and the possibility that various closing conditions for the transaction may not be satisfied or waived. Other factors that may cause actual results~~ to ~~differ~~purchase ~~materially~~all ~~include~~of ~~those set forth in~~ the outstanding ~~reports~~shares ~~that~~of ~~the~~common ~~Company files from time to time with the Securities and Exchange Commission~~stock, ~~including~~$0.01 ~~its~~par ~~Annual Report on Form 10-K for the fiscal year ended December 31~~value, ~~2011 and quarterly and current reports on Form 10-Q and 8-K, including general economic and business conditions and industry trends, the continued strength or weakness~~ of the ~~contract land drilling industry in the geographic areas in which the~~ Company ~~operates,~~(“Shares”) ~~decisions~~at ~~about~~a ~~onshore~~purchase ~~exploration~~price ~~and development projects to be made by oil and gas companies, the highly competitive nature~~ of ~~the~~$6.50 ~~Company’s~~per ~~business,~~Share (the ~~Company’s~~“Offer ~~future financial performance~~Price”), ~~including~~net ~~availability,~~to ~~terms and deployment of capital,~~ the ~~continued~~seller ~~availability of qualified personnel, and changes~~ in, ~~or the Company’s failure or inability to comply with~~cash, ~~government~~without ~~regulations,~~interest ~~including~~thereon ~~those relating to workplace safety~~ and ~~the~~less ~~environment.~~any ~~These~~applicable ~~forward-looking statements reflect the Company’s expectations as of the date hereof~~withholding taxes. ~~The Company undertakes no obligation to update the information provided herein.~~

Item 9.01	Exhibits and Financial Statements.
(d)	Exhibits
2.1	Agreement and Plan of Merger, dated as of September 24, 2012, by and among Union Drilling, Inc., Sidewinder Drilling Inc. and Fastball Acquisition Inc.*
2.2	Tender and Voting Agreement, dated as of September 24, 2012, by and between Sidewinder Drilling Inc. and Union Drilling Company LLC.
2.3	Tender and Voting Agreement, dated as of September 24, 2012, by and between Sidewinder Drilling Inc. and each of Christopher D. Strong, Tina L. Castillo and David S. Goldberg.*
2.4	Contribution, Non-Tender and Support Agreement, dated as of September 24, 2012, by and between Sidewinder Drilling Inc., Wolf Marine S.A. and Lucky Star Ltd.*
2.5	Contribution, Non-Tender and Support Agreement, dated as of September 24, 2012, by and between Sidewinder Drilling Inc. and Steven A. Webster.*

On November 5, 2012, the Company and Sidewinder announced the results of the Offer. On November 5, 2012, Merger Sub accepted the Shares tendered in the Offer for payment and paid for such Shares, and the Company and Sidewinder announced the completion of the Offer. Immediately following the completion of the Offer, the transactions contemplated by the Support Agreements (as defined in the Merger Agreement) were consummated. Because Merger Sub then owned more than 90% of the outstanding Shares, in accordance with the Merger Agreement and as permitted by applicable law, Merger Sub merged with and into the Company. At the effective time of the Merger (the “Effective Time”), (i) the Company was the surviving corporation and now is a wholly owned direct subsidiary of Sidewinder and (ii) each outstanding Share not validly tendered, accepted for payment and paid for pursuant to the Offer, other than Shares held by the Company as treasury stock, by Sidewinder or Merger Sub, or by stockholders of the Company who validly exercise their appraisal rights in accordance with Section 262 of the Delaware General Corporation Law, as amended (the “DGCL”), was converted into the right to receive the Offer Price, net to the seller thereof in cash, without interest thereon and less any applicable withholding taxes. Following the Effective Time, the Shares will be delisted from The NASDAQ Global Select Market, and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company will no longer file periodic reports with the Securities and Exchange Commission (the “SEC”) on account of the Shares. The information set forth under Items 1.01, 3.01 and Item 5.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference herein.

*The ~~Schedules~~descriptions ~~and~~of ~~exhibits~~the ~~have~~Merger ~~been~~Agreement ~~omitted~~set ~~pursuant~~forth above do not purport to be ~~Item~~complete ~~601(b)(2)~~and ofare ~~Regulation~~qualified ~~S-K.~~in ~~The~~their ~~Company~~entirety ~~agrees~~by reference to ~~furnish~~the ~~supplementally~~Merger Agreement, which was filed by the Company as Exhibit 2.1 to the ~~Securities~~Company’s ~~and~~Current ~~Exchange~~Report ~~Commission~~on aForm ~~copy~~8-K, offiled ~~any~~with ~~omitted~~the ~~schedule~~SEC ~~upon~~on ~~request~~September 28, 2012, and incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of the Offer and the Merger, the Company no longer fulfills the numerical listing requirements of The NASDAQ Stock Market LLC (“Nasdaq”). On November 5, 2012, the Company notified Nasdaq of its intent to remove its Shares from listing on The NASDAQ Global Select Market and requested that Nasdaq file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to delist and deregister the Shares, which Nasdaq filed on such date. The Company intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the Shares and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of the Shares on The NASDAQ Global Select Market was suspended as of the opening of trading on November 6, 2012.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report is incorporated herein by reference to this Item 3.03.

At the Effective Time, each outstanding Share immediately prior to the Effective Time (other than Shares held by the Company as treasury stock, by Sidewinder or Merger Sub, or by stockholders of the Company who validly exercise their appraisal rights in accordance with Section 262 of the DGCL) was converted into the right to receive the Offer Price, net to the seller in cash, without interest thereon and less any applicable withholding taxes.

Item 5.01.

Changes in Control of Registrant.

As a result of the acceptance of and payment for Shares in the Offer, on November 5, 2012, a change of control of the Company occurred. Upon the effectiveness of the Merger, the Company became a wholly owned direct subsidiary of Sidewinder. The disclosure under Items 2.01 and 3.01 of this Current Report is incorporated herein by reference. The total amount of the consideration payable in connection with the change of control transaction was approximately $249 million. The funds used to consummate the Offer and the Merger were from an equity contribution by Avista, proceeds received in connection with the Revolving Facility and the issuance of the Notes, as described in Item 1.01 above, and available cash from the Company’s balance sheet.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger and as contemplated by the Merger Agreement, each member of the Company’s board of directors prior to the Merger voluntarily resigned from the Company’s board of directors effective as of the Effective Time. Each such director resigned pursuant to the terms of the Merger Agreement and not because of any disagreement with the Company. Pursuant to the terms of the Merger Agreement, on November 5, 2012, each of Mr. Jeffrey P. Gunst, Mr. Trevor M. Turbidy and Mr. John C. Cole became a member of the Company’s board of directors as of the Effective Time.

Also pursuant to the terms of the Merger Agreement, on November 5, 2012 at the Effective Time, the officers of Merger Sub became the officers of the Company.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

Pursuant to the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation in effect immediately prior to the Effective Time was amended and restated (the “Amended and Restated Certificate of Incorporation”) to be in the form of the certificate of incorporation set forth as Exhibit A to the Merger Agreement. In addition, as of the Effective Time, the Company’s bylaws in effect immediately prior to the Effective Time were amended and restated to be identical to the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, except that the name of the company set forth therein is “Union Drilling, Inc.”

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description of Exhibit

3.1		Amended and Restated Certificate of Incorporation of the Company

3.2		Amended and Restated Bylaws of the Company

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 28, 2012	Union Drilling, Inc.
Date: November 5, 2012				Union Drilling, Inc.
	~~By:~~	~~/s/ David S. Goldberg~~		By:	/s/ John A. Gallegos, Jr.
		~~Name:~~	~~David S. Goldberg~~	Name:	John A. Gallegos, Jr.
		~~Title:~~	~~Senior Vice President, General Counsel and Corporate Secretary~~	Title:	Secretary and Vice President

EXHIBIT INDEX

Exhibit Number		Description
Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of September 24, 2012, by and among Union Drilling, Inc., Sidewinder Drilling Inc. and Fastball Acquisition Inc.*
3.1		Amended and Restated Certificate of Incorporation of the Company
2.2		Tender and Voting Agreement, dated as of September 24, 2012, by and between Sidewinder Drilling Inc. and Union Drilling Company LLC.*
3.2		Amended and Restated Bylaws of the Company
2.3		Tender and Voting Agreement, dated as of September 24, 2012, by and between Sidewinder Drilling Inc. and each of Christopher D. Strong, Tina L. Castillo and David S. Goldberg.*
2.4		Contribution, Non-Tender and Support Agreement, dated as of September 24, 2012, by and between Sidewinder Drilling Inc., Wolf Marine S.A. and Lucky Star Ltd.*
2.5		Contribution, Non-Tender and Support Agreement, dated as of September 24, 2012, by and between Sidewinder Drilling Inc. and Steven A. Webster.*

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

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