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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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Independence Contract Drilling, Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
453415606 (CUSIP Number) |
C. Alex Bahn WilmerHale, 2100 Pennsylvania Avenue, NW Washington, DC, 20037 202-663-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 453415606 |
| 1 |
Name of reporting person
MSD Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 453415606 |
| 1 |
Name of reporting person
MSD Credit Opportunity Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 453415606 |
| 1 |
Name of reporting person
MSD PCOF Partners LXXIII, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 453415606 |
| 1 |
Name of reporting person
MSD Private Credit Opportunity (NON-ECI) Fund, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share | |
| (b) | Name of Issuer:
Independence Contract Drilling, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
20475 State Highway 249, Suite 300, Houston,
TEXAS
, 77070. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 14 (this "Amendment") reflects changes to the information in the Schedule 13D relating to the common stock, par value $0.01 per share (the "Shares") of Independence Contract Drilling, Inc., a Delaware corporation (the "Issuer") filed October 3, 2018, as amended by Amendment No. 1 filed December 15, 2020, Amendment No. 2 filed January 5, 2021, Amendment No. 3 filed June 9, 2021, Amendment No. 4 filed July 6, 2021, Amendment No. 5 filed March 23, 2022, Amendment No. 6 filed April 7, 2022, Amendment No. 7 filed December 22, 2022, Amendment No. 8 filed December 22, 2022, Amendment No. 9 filed February 14, 2023, Amendment No. 10 filed July 12, 2024, Amendment No. 11 filed September 9, 2024, Amendment No. 12 filed November 27, 2024, and Amendment No. 13 filed December 6, 2024 by the Reporting Persons (as amended, the "Schedule 13D").
Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. With the exception of the changes indicated below, the Schedule 13D is unchanged. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Cancellation of Convertible Notes and Common Stock
On January 9, 2025, the Bankruptcy Court entered its order confirming the Reorganization Plan. On January 17, 2025 (the "Effective Date"), the Reorganization Plan became effective and the Issuer emerged from chapter 11 bankruptcy. The Shares were cancelled, released, and extinguished on the Effective Date. From and after the Effective Date, Reorganized ICD (as defined in the Reorganization Plan) intends to operate as a private company and expects to de-register its existing equity securities, and terminate its reporting obligations under the Securities Exchange Act of 1934, as amended. The common stock of the Reorganized ICD authorized to be issued and outstanding on or after the Effective Date (the "New Common Stock") is not expected to be listed on any national securities exchange.
Pursuant to the Reorganization Plan, and in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided by Section 1145 of the Bankruptcy Code, 100% of the Notes were cancelled and the holders of the Notes, including the Reporting Persons, received their pro rata share of (i) 100% of the New Common Stock, subject to dilution on account of any equity issued pursuant to the Management Incentive Plan (as defined in the Reorganization Plan), and (ii) solely $7.5 million, on account of the Additional Notes (as defined in the Reorganization Plan), plus the amount of accrued and unpaid interest on the Additional Notes, in principal amount of loans issued under Reorganized ICD's Exit Term Loan Facility (as defined in the Reorganization Plan). In particular, the Reporting Persons received approximately 50.1% of the shares of the New Common Stock in exchange for the cancellation of their Notes. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
As of the date hereof, each of the Reporting Persons beneficially owns 0 Shares, representing 0% of the class of the Issuer's securities. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:
As of the date hereof, each of the Reporting Persons has (i) sole power to vote or to direct the vote of 0 Shares, (ii) shared power to vote or to direct the vote of 0 Shares, (iii) sole power to dispose or to direct the disposition of 0 Shares, and (iv) shared power to dispose or to direct the disposition of 0 Shares. | |
| (e) | Item 5(e) is hereby amended and restated in its entirety as follows: On January 17, 2025, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the class of the Issuer's securities. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit Description of Exhibit
99.1 Joint Filing Agreement dated January 22, 2025 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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