August 7, 2014
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Independence Contract Drilling, Inc. |
| Registration Statement on Form S-1 (File No. 333-196914) |
Ladies and Gentlemen:
As representatives of the several underwriters of the Independence Contract Drilling, Inc. (the “Company”) proposed public offering of up to 10,000,000 shares of common stock of the Company, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m. (EST) on August 7, 2014, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 28, 2014, through the date hereof:
Preliminary Prospectus dated July 28, 2014:
2,381 copies to prospective underwriters, institutional investors, dealers and others
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.
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| Very truly yours, | ||
| By: Morgan Stanley & Co. LLC | ||
| By: | /s/ Marcel Hewamudalige | |
| Name: Marcel Hewamudalige | ||
| Title: Vice President | ||
| By: RBC Capital Markets, LLC | ||
| By: | /s/ Jennifer Caruso | |
| Name: Jennifer Caruso | ||
| Title: Director | ||
| As Representatives of the several Underwriters | ||
Signature Page to Acceleration Request—Independence Contract Drilling, Inc.
