Independence Contract Drilling, Inc.

Independence Contract Drilling, Inc. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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.

bankruptcy or receivership

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.

listing compliance notice

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.

bankruptcy or receivership

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.

material agreement

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.

material agreement

Independence Contract Drilling, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

listing compliance notice

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.

material agreement

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.

material agreement

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).

material agreement

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.

material agreement termination

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.

capital raising announcement

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.

material agreement

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.

debt financing

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.

listing compliance notice

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.

material agreement

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.

asset acquisition disposition

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.

business combination

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.

business combination

The company filed a preliminary proxy statement asking shareholders to vote on the Sidewinder merger: approving the issuance of 36,752,657 new shares to Sidewinder's holders, and raising authorized common stock from 100,000,000 to 200,000,000 shares. The meeting date and record date are still blank, and 38,252,765 shares are currently outstanding. The share issuance is a condition of closing; the charter increase depends on the share issuance being approved and the merger closing.

business combination

On July 18, 2018 the company agreed to acquire Sidewinder Drilling by merger. Sidewinder's Series A holders (including its noteholders after they swap notes for units) get 36,752,657 new ICD shares plus a share of net proceeds from any sale of specified mechanical rigs, and ICD will pay off about $58.5 million of remaining Sidewinder first lien notes. Closing needs ICD shareholder approval, antitrust clearance, NYSE listing of the new shares and at least $30 million of pro forma liquidity; a $6.0 million termination fee applies in specified cases. Under a stockholders' agreement, MSD affiliates get two board seats on a seven-member board, with a new CEO also to join. Existing shareholders face heavy dilution from the new shares (inference from the share count; the filing does not state the percentage).

business combination

On July 14, 2017 the company amended and restated its CIT credit facility again, keeping commitments at $85 million, extending maturity two years to November 5, 2020 and adding a $65 million uncommitted accordion. Pricing is unchanged; covenants were reset (rig utilization 70% in 2017 and 75% after, not tested when borrowings are under $30 million). At June 30, 2017 borrowings were $39.0 million against a $89.7 million borrowing base. The filing also furnishes investor presentation materials for meetings on July 18-19, 2017.

material agreement

On April 20, 2016 the company agreed to sell 11,500,000 new common shares at $3.50 each through underwriters led by Morgan Stanley; the underwriters exercised an option for 1,725,000 more shares. Net proceeds of about $43.0 million were used to repay revolving credit facility debt, with the rest for general corporate purposes. This issues new shares, diluting existing holders, and is an equity raise of more than the $10 million that the April 2016 credit amendment tied to avoiding a rate increase.

material agreement

The company gave preliminary (unreviewed) first-quarter 2016 estimates: revenue of $22.2-22.5 million, a net loss of $0.4-0.7 million and Adjusted EBITDA of $7.3-7.4 million. At quarter-end five rigs were operating, four earned standby-without-crew revenue, one earned early-termination revenue and two were idle; credit facility borrowings were about $62.7 million against a borrowing base of about $86.4 million.

production update

On April 14, 2016 the company signed a Fourth Amendment to its CIT credit facility, cutting commitments from $125 million to $85 million while keeping the $25 million uncommitted accordion. It adds a $10 million-per-year capital spending limit that applies only when rig utilization is below 80%, and raises interest by 0.5% from September 30, 2016 unless the company raises $10 million of additional equity by then. At March 31, 2016 the company's leverage ratio was about 1.8x and utilization about 86%.

material agreement

On October 20, 2015 the company signed a Third Amendment to its CIT credit facility, cutting commitments from $155 million to $125 million, with pricing and maturity unchanged. It also reset the leverage, rig utilization (60% in 2016, 70% in 2017) and fixed charge covenants. This follows the March 2015 amendment and a Second Amendment dated April 17, 2015, and reverses the November 2014 increase in commitments.

material agreement

On November 5, 2014 the company amended and restated its credit facility with lenders led by CIT Finance, raising commitments from $125 million to $155 million, with a further uncommitted $25 million accordion and a maturity of November 5, 2018. Borrowing is limited by a formula tied to receivables and the value of owned rigs; interest is LIBOR plus 4.5% (or a base rate plus 3.5%), and the facility is secured by substantially all company assets.

material agreement

the New York Stock Exchange certified Independence Contract Drilling, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice