UDRL Union Drilling, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 5

(Name of Subject Company(Issuer))

(Name of Filing Person (Offeror))

a direct, wholly owned subsidiary of

(Name of Filing Person (Parent of Offeror))

(Name of Filing Person (Other Person))

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Keith R. Fullenweider

Stephen M. Gill

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

Tel: (713) 758-2222

CALCULATION OF FILING FEE

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 5, 2012 (which, together with any subsequent amendments and supplements thereto, collectively constitute this “Schedule TO”). The Schedule TO relates to the tender offer by Fastball Acquisition Inc., a Delaware corporation (“Purchaser”) and a direct, wholly owned subsidiary of Sidewinder Drilling Inc., a Delaware corporation (“Parent”), which is controlled by Avista Capital Partners III, L.P., a Delaware limited partnership (“ACP III”), and Avista Capital Partners (Offshore) III, L.P., a Bermuda limited partnership (“ACP Offshore III,” and together with ACP III, the “Sponsors”), for all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Union Drilling, Inc., a Delaware corporation (“Union Drilling”), at a price of $6.50 per share net to the seller thereof in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the Offer to Purchase dated October 5, 2012 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which collectively constitute the “Offer.” This Amendment is being filed on behalf of Parent, Purchaser and the Sponsors.

The information set forth in the Schedule TO remains unchanged, except that such information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used but not defined herein have the meanings ascribed to them in the Offer to Purchase or in the Schedule TO.

Items 1, 4 and 12.

Regulation M-A Items 1001, 1004 and 1011.

Items 1, 4, and 11 of this Schedule TO are hereby amended and supplemented by adding the following text thereto:

“The Depositary has advised Parent and Purchaser that, as of 12:00 Midnight, New York City time, at the end of the day on Friday, November 2, 2012, an aggregate of 16,405,502 Shares had been tendered into, and not withdrawn from, the Offer, including 176,042 Shares tendered through notices of guaranteed delivery. The Shares tendered represent approximately 76.67% of the outstanding Shares. All Shares validly tendered in the Offer (other than Shares tendered through notices of guaranteed delivery) have been accepted for payment, and Purchaser expects to pay promptly for all such Shares. Shares validly tendered in satisfaction of notices of guaranteed delivery will also be accepted for payment and Purchaser expects to pay promptly for all such Shares. These tendered Shares, when combined with the Support Agreement Shares to be contributed to Parent pursuant to the Support Agreements, represent approximately 91.78% of the outstanding shares of Union Drilling on a fully diluted basis.

Purchaser intends to effect a short-form merger as permitted by the DGCL on or about November 5, 2012, without the need for a meeting of Union Drilling’s stockholders. In the Merger, each Share not tendered and accepted for payment in the Offer (other than those Shares held by (i) Union Drilling as treasury stock, (ii) Parent or Purchaser or (iii) any holder of Shares who is entitled to and properly exercises appraisal rights under the DGCL), will be converted into the right to receive $6.50 in cash, without interest thereon and subject to applicable withholding taxes. As a result of the Merger, Union Drilling will become a wholly-owned subsidiary of Parent, and the Shares will cease to be traded on the NASDAQ Global Select Market.

On November 5, 2012, Parent issued a press release announcing the expiration and results of the Offer. The full text of the press release is attached hereto as Exhibit (a)(5)(H) and it is incorporated herein by reference.”

Regulation M-A Item 1016

Item 12 of this Schedule TO is hereby amended and supplemented by adding the following exhibit:

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SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 5, 2012

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