4 Sept 2018securities registration● Neutral
Independence Contract Drilling, Inc. registered a securities offering with the SEC using its shelf eligibility.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
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 2018quarterly activities report▼ Bad
Independence Contract Drilling, Inc. reported quarterly revenue of $25.8 million and a net loss of $3.3 million for the period ended 2018-06-30.
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.
31 July 2018securities registration● Neutral
Independence Contract Drilling, Inc. filed notice of an exempt private placement.
31 July 2018business combination● NeutralMajor
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.
31 July 2018business combination● Neutral
On July 31, 2018 the company filed financial statements for the Sidewinder deal: pro forma combined figures for ICD, plus Sidewinder's audited 2015-2017 and unaudited Q1 2018 statements. It describes Sidewinder as owning 15 AC rigs and four modern 1500hp SCR rigs in the Permian or Haynesville, plus five smaller rigs ICD will keep as spare equipment, and 11 mechanical rigs in the Utica and Marcellus that ICD agreed can be sold, with the net proceeds going to Sidewinder's former unitholders. The merger is still pending approvals.
19 July 2018business combination● Neutral
This appears to be a second filing of the July 18, 2018 report on the Sidewinder merger, with the same terms: 36,752,657 new ICD shares plus a share of any mechanical rig sale proceeds to Sidewinder's Series A holders, about $58.5 million of first lien notes repaid by ICD, and a $6.0 million termination fee in specified cases. It adds nothing new to the first filing's merger terms.
19 July 2018business combination● Neutral
A follow-up filing carrying communications about the Sidewinder merger: the CEO's email to ICD employees, a letter from Sidewinder's CEO Anthony Gallegos to its employees, and the transcript of the July 19, 2018 conference call. It adds no new deal terms in its own text; the substance is in the merger agreement filing.
19 July 2018business combination● NeutralMajor
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).
26 Apr 2018quarterly activities report▼ Bad
Independence Contract Drilling, Inc. reported quarterly revenue of $25.6 million and a net loss of $4.1 million for the period ended 2018-03-31.
26 Apr 2018quarterly activities report▼ Bad
Independence Contract Drilling, Inc. reported quarterly revenue of $25.6 million and a net loss of $4.1 million for the period ended 2018-03-31.
26 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. Vice President - Operations Philip Dalrymple exercised stock options for 5,000 shares and disposed of 5,000 shares.
26 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. EVP & CFO Philip A Choyce exercised stock options for 36,667 shares and disposed of 51,023 shares.
26 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. VP Finance & CAO Michael J Harwell exercised stock options for 8,207 shares and disposed of 11,667 shares.
26 Feb 2018quarterly activities report▼ Bad
Independence Contract Drilling, Inc. reported quarterly revenue of $25.0 million and a net loss of $5.7 million for the period ended 2017-12-31.
26 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. President & CEO Byron A Dunn exercised stock options for 80,000 shares and disposed of 111,480 shares.
26 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. VP - Business Development Chris Menefee exercised stock options for 10,000 shares and disposed of 10,000 shares.
14 Feb 2018substantial holder notice● Neutral
Capital Research Global Investors ** reported a Independence Contract Drilling, Inc. shareholding of 4,631,414 shares (12.10% of votes) in a periodic institutional filing.
13 Feb 2018substantial holder notice● Neutral
Adage Capital Partners, L.P, Adage Capital Partners GP, L.L.C, Adage Capital Advisors, L.L.C, Robert Atchinson, Phillip Gross reported a Independence Contract Drilling, Inc. shareholding of 2,694,369 shares (7.09% of votes) in a periodic institutional filing.
12 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. director Tighe Noonan acquired 39,458 shares and disposed of 17,036 in a set of related equity transactions.
12 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. Vice President - Operations Philip Dalrymple acquired 31,933 shares and disposed of 6,956 in a set of related equity transactions.
12 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. President & CEO Byron A Dunn acquired 235,763 shares and disposed of 89,138 in a set of related equity transactions.
12 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. director James Crandell acquired 44,634 shares and disposed of 22,212 in a set of related equity transactions.
12 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. director Daniel F Mcnease acquired 39,458 shares and disposed of 17,036 in a set of related equity transactions.
12 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. VP Finance & CAO Michael J Harwell acquired 23,593 shares and disposed of 6,956 in a set of related equity transactions.
12 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. EVP & CFO Philip A Choyce acquired 83,620 shares and disposed of 37,941 in a set of related equity transactions.
12 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. director Thomas R Bates Jr. acquired 39,458 shares and disposed of 17,036 in a set of related equity transactions.
12 Feb 2018director interest notice● Neutral
Independence Contract Drilling, Inc. VP - Business Development Chris Menefee acquired 49,900 shares and disposed of 2,888 in a set of related equity transactions.