17 Jan 2025listing compliance notice▼ BadMajor
Independence Contract Drilling, Inc. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
15 Jan 2025bankruptcy or receivership▼ BadMajor
On Jan 9, 2025, the Bankruptcy Court confirmed ICD's First Amended Joint Prepackaged Plan. The filing says all existing common stock (15,142,611 shares outstanding) will be cancelled on the Effective Date with no distribution or compensation to holders. Noteholders get about 1,000,000 new shares, which are not expected to be listed. ICD targets an Effective Date of Jan 17, 2025 and plans to file a Form 15 to stop SEC reporting then. This resolves the Chapter 11 thread; the effective date is not guaranteed.
5 Dec 2024listing compliance notice▼ BadMajor
The Bankruptcy Court approved the DIP financing on Dec 4, 2024: up to $32.5 million from certain noteholders ($27.5 million interim), at one-month SOFR plus 4.00%, used for working capital, bankruptcy costs and paying down the revolver. The stock was delisted from OTCQX on Dec 3 because of the Chapter 11 filing and began trading on OTC Pink on Dec 4 under the symbol ICDIQ. This continues the bankruptcy case.
3 Dec 2024bankruptcy or receivership▼ BadMajor
On Dec 2, 2024, ICD and subsidiary Sidewinder Drilling filed for Chapter 11 in Houston with a prepackaged plan. Under the plan, noteholders receive 100% of the new common stock (subject to dilution from a management incentive plan) and the existing common stock is cancelled; unsecured creditors are to be paid in full. The filing triggered acceleration of about $14.3 million under the Wells Fargo revolver and about $206.8 million of convertible notes. Noteholders are to provide up to $32.5 million of DIP financing ($27.5 million interim). OTCQX flagged a market-value shortfall and the stock was expected to move to OTC Pink on Dec 3. Executives were also given cash retention awards approved Nov 27, 2024 (details truncated). The plan still needs court approval.
27 Nov 2024material agreement● NeutralMajor
On Nov 25, 2024, ICD sold $7.5 million of additional convertible secured PIK toggle notes due 2026 to MSD Partners affiliates and a Glendon Capital affiliate, under the existing March 2022 indenture. The money is for working capital. This adds to the 2026 notes debt already held by its largest holders.
18 Sept 2024material agreement● NeutralMajor
On Sept 13, 2024, the 2026 convertible noteholders agreed to a limited waiver. They deferred to Dec 31, 2024 a mandatory $3.5 million note repurchase that was due Sept 30, 2024. They also paused the requirement to keep a share registration statement effective, and allowed the board to have five directors instead of seven, until the waiver period ends (no later than Dec 31, 2024 unless extended). This continues the noteholder relationship; the filing gives no reason for the waivers.
29 Aug 2024listing compliance notice● NeutralMajor
Independence Contract Drilling, Inc.'s exchange filed to remove a class of its securities from listing.
29 Aug 2024listing compliance notice▼ BadMajor
The NYSE delisted ICD's stock immediately after the close on Aug 28, 2024, because its average market value fell below the required $15 million over 30 trading days (no cure period). The stock began trading on the OTCQX Best Market on Aug 29, 2024 under the symbol ICDI, with no action needed by holders. This resolves the open NYSE compliance thread. The filing also says the company fell out of line with NYSE board-independence rules after director Stacy Nieuwoudt resigned (Aug 16, 2024), leaving six directors, only three independent.
11 Aug 2023auditor change● Neutral
On August 7, 2023 the audit committee dismissed BDO USA as auditor and hired Moss Adams for the year ending December 31, 2023. The filing says BDO's reports for 2021 and 2022 had no adverse opinion or qualification, and there were no disagreements or reportable events. No reason for the change is given.
27 Feb 2023material agreement● Neutral
On February 24, 2023 the 2026 convertible notes indenture was amended again. The redemption multiplier rose from 1.04 to 1.08, electronic notices to noteholders were allowed, and the information-sharing rules were clarified. At the same time the noteholders consented to raising the 2023 capital spending allowance by $16,850,000, for planned maintenance, tubulars and completing the reactivation of the 21st rig. A higher redemption multiplier looks like a higher cost to redeem the notes early (inference). The spending increase continues the pattern of noteholder-approved expansion.
26 Sept 2022material agreement▲ GoodMajor
On September 22, 2022 the Wells Fargo revolver was amended to extend its maturity by two years to September 30, 2025. The interest margin now depends on average excess availability: 2.36% to 2.86% over SOFR, or 1.50% to 2.00% over the base rate. The extension gives the revolver a longer life than before, and it now matures before the 2026 notes.
17 Aug 2022material agreement● Neutral
On August 15, 2022 the holders of the convertible notes agreed to raise the 2022 capital spending allowance by $10,580,000. It covers converting three 200 Series rigs to 300 Series specifications, long-lead items for reactivating the 21st and 22nd rigs in 2023, drill pipe and other items. The filing also announced the CEO's appearance at the Sidoti conference on August 17-18, 2022, with a presentation attached. This follows the July amendment that allowed such approvals.
27 July 2022material agreement● Neutral
On July 21, 2022 the company and the trustee amended the 2026 convertible notes indenture. It confirms that the June 8, 2022 shareholder vote on the share issuance and charter amendment proposals counts as the required Shareholder Approval. It also widens the capital spending allowance to cover reactivation costs for contracted rigs and other spending approved by the noteholders and board. The amendments loosen the spending limits that the notes impose.
6 May 2022capital raising announcement▼ Bad
The board authorised a further $6.5 million of at-the-market share sales; about $5.1 million of the $5.9 million added in December 2021 had been sold during 2021 and 2022. Proceeds may now also be used to redeem the 2026 convertible notes at the company's option, as well as for rig reactivations, debt repayment and capital spending. This continues the pattern of share sales that dilute existing holders.
24 Mar 2022material agreement● NeutralMajor
On March 18, 2022 the company issued $157.5 million of convertible secured PIK toggle notes due 2026 under a new indenture with U.S. Bank Trust Company, and secured them on the same collateral as the Wells Fargo revolver. A new intercreditor agreement replaces the 2018 one and splits priority: the revolver lenders come first on accounts and cash, the noteholders first on equipment, intellectual property and pledged shares. The revolver was amended to remove references to the old term loan. The filing does not say that the notes repaid the term loan, though removing the term loan references to the revolver suggests this (inference). The notes are convertible, which could dilute shareholders.
16 Dec 2021capital raising announcement▼ Bad
The board authorised selling a further $5.9 million of shares through the existing at-the-market programme with Piper Sandler and Johnson Rice (about $7.5 million already sold in 2021). Proceeds could fund rig reactivations, the $4.6 million final Sidewinder merger payments due June 30, 2022 (including interest), debt repayment and capital spending. The company also ended the Tumim $5.0 million equity line effective December 14, 2021, after selling 1,144,000 shares to Tumim for about $4.2 million; this closes that thread, and the company says the termination is not material. Selling more shares dilutes existing holders.
4 Oct 2021material agreement● NeutralMajor
On September 28, 2021 the term loan was amended so the company could pay the October 1, 2021 interest in kind (added to the debt rather than paid in cash), which it elected on September 29; this reduces the $15 million accordion commitment by the amount paid in kind. An October 2021 investor presentation said it ended Q3 with 15 rigs operating, planned a 16th in October and a 17th at year-end, and expected about $30 million of financial liquidity at September 30, 2021 (including revolver, accordion and equity line availability).
19 Aug 2021material agreement● Neutral
On August 19, 2021 the company restated its at-the-market stock sale agreement, adding Johnson Rice alongside Piper Sandler, under a new shelf registration, with the board authorising $7.5 million of additional stock sales. Any sales would dilute existing shareholders.
19 Aug 2021material agreement termination▲ GoodMajor
On August 17, 2021 the SBA approved forgiveness of the entire $10.0 million PPP loan taken in April 2020, plus accrued interest, so it does not need to be repaid. The company said forgiveness will be recognised in the quarter ending September 30, 2021. This resolves the open PPP forgiveness thread.
8 Mar 2021material agreement● Neutral
On March 8, 2021 the company said it sold about $11.0 million of stock in 2020 under its June 2020 Piper Sandler at-the-market programme, and that the board authorised a further $2.2 million of sales under the same agreement. This continues the equity raising that dilutes existing shareholders.
12 Nov 2020capital raising announcement● NeutralMajor
On November 11, 2020 the company signed a deal letting it sell up to $5.0 million of stock to Tumim Stone Capital over 24 months once a resale registration is effective, at its option and capped at 1,234,546 shares (19.99% of shares outstanding) unless shareholders approve more or pricing conditions are met. Fees paid were $180,000 to B. Riley and $100,000 to Tumim; proceeds may go to general purposes including prepaying the $3.1 million owed to an affiliate (the mechanical rig proceeds). An investor presentation said six rigs were drilling at September 30, 2020, two more were reactivated in October, and one more contract was signed for the Permian in November.
5 June 2020material agreement● NeutralMajor
On June 5, 2020 the company set up an at-the-market programme with Piper Sandler to sell up to $11.0 million of new common stock (3% commission), so shareholders face possible dilution. On June 4, 2020 it also agreed with MSD affiliates to push the mechanical rig sale proceeds owed to former Sidewinder holders (previously due Q2 2020; $2,901,709 as of March 31, 2020) out to the earlier of June 30, 2022 or a change of control, with interest of 15% a year to Dec 31, 2020 and 25% after, and amended the term loan to let it pay interest in kind for one three-month period, in exchange for a 0.75% fee on repayment. The filing says the MSD deals are meant to enhance liquidity.
1 May 2020debt financing▼ BadMajor
On April 27, 2020 the company took a $10.0 million unsecured Paycheck Protection Program loan from City Bank, at 1.0% interest, maturing April 27, 2022, with payments starting November 27, 2020. It can be forgiven in part or in full if the money is spent on payroll and other permitted costs (at least 75% on payroll) during the eight weeks after funding. The company said it expects its operating rigs to fall to about six by the end of the second quarter of 2020 because of COVID-19 and lower oil prices, with a shrinking contract backlog, and that its 30-day average market value was about $16 million. Any unforgiven portion must be repaid. This is a new debt on top of the 2018 term loan and revolver.
5 Nov 2019listing compliance notice▼ BadMajor
On November 5, 2019 the NYSE told the company its stock's average closing price had been under $1.00 for 30 trading days, breaching a listing rule. The stock stays listed for now, and the company has six months to get back above $1.00 (or until its next annual meeting if shareholder approval is needed). The company says a reverse stock split is an option, subject to shareholder approval. The filing says this has no impact on operations and does not trigger a default under its debt. This follows the 2018 issuance of 36.75 million new shares and the 2019 buyback announcement.
1 Aug 2019material agreement● NeutralMajor
The company announced a stock buyback of up to $10.0 million, running August 2, 2019 to August 1, 2022, and amended its term loan to explicitly allow it (repurchases capped at $15.0 million over the loan's life and $5.0 million per calendar year, with a further $5.0 million allowed under the program through June 30, 2020). It also let MSD buy up to 2.0 million more shares through December 31, 2019 (down from 2.5 million in the earlier consent), which could lift MSD's stake from about 30% to about 32%. Second-quarter 2019 results were weaker: revenue $52.9 million, net loss $12.9 million ($0.17 per share), adjusted EBITDA $12.8 million, utilization 83.7%, net debt $119.7 million, with 22 rigs operating at quarter end. Management attributed the softening to customers' budget discipline and said merger integration is complete.
6 Nov 2018business combination● Neutral
The company filed the financial statements required after the Sidewinder deal: pro forma combined figures as of and for nine months to September 30, 2018, and Sidewinder's unaudited statements. Pro forma combined nine-month revenue is $165.2 million with a net loss of $21.4 million, and long-term debt of $127.6 million, though the filing says these figures are for information only and not necessarily what actually would have happened. It repeats the fleet description (15 AC and four 1500hp SCR rigs; 11 mechanical rigs that may be sold with net proceeds to Sidewinder unitholders) and confirms ICD is the accounting acquirer. This completes the paperwork for the merger closed October 1.
2 Oct 2018asset acquisition disposition● NeutralMajor
The Sidewinder merger closed on October 1, 2018, after shareholders approved the share issuance. ICD issued 36,752,657 new shares to Sidewinder's Series A holders (against 38,252,765 outstanding in August), so existing holders now own a smaller slice (inference from the share counts). Sidewinder became ICD Operating LLC. J. Anthony Gallegos became CEO and a director, replacing Byron Dunn, whose employment and board service ended; Tighe Noonan also left the board, and James Minmier and Adam Piekarski joined. ICD took on a new $130.0 million term loan (plus up to $15.0 million delayed-draw, due Oct 1, 2023, U.S. Bank agent) and a new $40.0 million asset-based revolver (Wells Fargo agent, due by Oct 1, 2023). The term loan proceeds repaid Sidewinder's and ICD's existing debt and deal costs, and ICD's old CIT-led credit facility was repaid and terminated.
29 Aug 2018business combination● NeutralMajor
The company filed its final proxy statement and began mailing it on about August 29, 2018, replacing the earlier preliminary version with dates filled in. Shareholders of record on August 20, 2018 can vote on October 1, 2018 at 9:00 a.m. in Houston on issuing 36,752,657 shares for the Sidewinder merger and raising authorized shares from 100,000,000 to 200,000,000. 38,252,765 shares were outstanding as of August 15, 2018. Each proposal needs a majority of shares present and voting, and unmarked proxies are voted for all three items.
16 Aug 2018business combination● Neutral
The company set October 1, 2018 for the special shareholder meeting on the Sidewinder merger (record date August 20, 2018) and filed updated pro forma combined financials plus Sidewinder's unaudited six-month statements to June 30, 2018. It repeats the earlier description of the Sidewinder fleet and the 11 mechanical rigs that may be sold, with net proceeds going to Sidewinder unitholders. No new deal terms are stated in the text shown.
2 Aug 2018business combination▲ GoodMajor
The company reported second-quarter 2018 results: record revenue of $25.8 million, a net loss of $3.3 million ($0.09 per share), adjusted EBITDA of $5.0 million and 99.3% fleet utilization. Net debt (excluding capitalized leases) was $56.2 million against a $104.9 million borrowing base. The CEO said the Sidewinder deal is on schedule and still expected to close early in the fourth quarter of 2018. This improves on Q1 2018 (revenue $25.6 million, net loss $4.1 million), though the company is still loss-making.