Filing Details
- Accession Number:
- 0001123292-21-000004
- Form Type:
- 13D Filing
- Publication Date:
- 2021-01-04 18:09:38
- Filed By:
- MSDC Management
- Company:
- Independence Contract Drilling Inc. (NYSE:ICD)
- Filing Date:
- 2021-01-05
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| MSD Partners | 0 | 723,622 | 0 | 723,622 | 723,622 | 9.4% |
| MSD Credit Opportunity Master Fund | 0 | 723,622 | 0 | 723,622 | 723,622 | 9.4% |
Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
| |
| SCHEDULE 13D |
| |
| Under the Securities Exchange Act of 1934 (Amendment No. 2)* |
| |
| |
| INDEPENDENCE CONTRACT DRILLING, INC. |
| (Name of Issuer) |
| |
| |
| Common Stock, $0.01 par value per share |
| (Title of Class of Securities) |
| |
| |
| 453415309 |
| (CUSIP Number) |
| |
| |
| Alan L. Dye C. Alex Bahn Hogan Lovells US LLP 555 13th Street, NW Washington, DC 20004 202-637-5600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) |
| |
| |
| December 31, 2020 (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. [ ]
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
| CUSIPNO. 453415309 | SCHEDULE 13D | | |
| 1 | NAMES OF REPORTING PERSONS | | ||||
| | | | | |||
| | | MSD Partners, L.P. | | |||
| | | | | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (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 | 7 | SOLE VOTING POWER | | |||
| | | | ||||
| | | -0- | | |||
| | | | ||||
| 8 | SHARED VOTING POWER | | ||||
| | | | ||||
| | | 723,622 | | |||
| | | | ||||
| 9 | SOLE DISPOSITIVE POWER | | ||||
| | | | ||||
| | | -0- | | |||
| | | | ||||
| 10 | SHARED DISPOSITIVE POWER | | ||||
| | | | ||||
| | | 723,622 | | |||
| | | | | | | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | | ||||
| | | 723,622 | | |||
| | | | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | | ||||
| | | | | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | | ||||
| | | 9.4%(1) | | |||
| | | | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | | ||||
| | | PN | | |||
| | | | ||||
* See Item 5.
| 1 | The percentage used herein and in the rest of this Schedule 13D is calculated based upon 7,675,818 shares of the Issuer's Common Stock outstanding as
of November 11, 2020, after giving effect to the issuance of 1,500,000 shares of the Issuer's Common Stock pursuant to the purchase agreement described in the Issuer's Prospectus filed pursuant to Rule 424(b)(1) filed with the Securities
and Exchange Commission on December 1, 2020. |
| CUSIP NO. | 453415309 | SCHEDULE 13D | | |
| 1 | NAMES OF REPORTING PERSONS | | ||||
| | | | | |||
| | | MSD Credit Opportunity Master Fund, L.P. | | |||
| | | | | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (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 | 7 | SOLE VOTING POWER | | |||
| | | | ||||
| | | -0- | | |||
| | | | ||||
| 8 | SHARED VOTING POWER | | ||||
| | | | ||||
| | | 723,622 | | |||
| | | | ||||
| 9 | SOLE DISPOSITIVE POWER | | ||||
| | | | ||||
| | | -0- | | |||
| | | | ||||
| 10 | SHARED DISPOSITIVE POWER | | ||||
| | | | ||||
| | | 723,622 | | |||
| | | | | | | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | | ||||
| | | 723,622 | | |||
| | | | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | | ||||
| | | | | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | | ||||
| | | 9.4%(1) | | |||
| | | | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | | ||||
| | | PN | | |||
| | | | ||||
* See Item 5.
Explanatory Note
This Amendment No. 2 (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 14, 2020, by MSD Partners, L.P. ("MSD Partners"), a Cayman Islands limited partnership, and MSD Credit Opportunity Master Fund,
L.P. ("Master Fund"), a Cayman Islands limited partnership (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 2. Identity and Background.
Item 2(c) of the Schedule 13D is hereby supplemented as follows:
The Reporting Persons have entered into a Joint Filing Agreement, dated January 4, 2021, a copy of which is filed with this Schedule 13D
as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
| Item 5. | Interest in Securities of the Issuer | ||||
| | | | | ||
| | Items 5(a) and (b) are hereby amended and restated in their entirety as follows: | ||||
| | | | | ||
| | A. | | MSD Partners, L.P. | ||
| | |||||
| | | | (a) | As of the date hereof, MSD Partners, L.P. beneficially owns, in aggregate, 723,622 Shares, representing 9.4% of the Issuer's outstanding Shares.1 | |
| | | | (b) | Number of shares as to which such person has: | |
| | |||||
| | (i) | Sole power to vote or direct the vote: -0- | |||
| | | ||||
| | (ii) | Shared power to vote or direct the vote: 723,622 | |||
| | | ||||
| | (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | | ||||
| | (iv) | Shared power to dispose or direct the disposition: 723,622 | |||
| | B. | | MSD Credit Opportunity Master Fund, L.P. | ||
| | |||||
| | | | (a) | As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 723,622
Shares, representing 9.4% of the Issuer's outstanding Shares.1 | |
| | |||||
| | | | (b) | Number of shares as to which such person has: | |
| | |||||
| | (i) | Sole power to vote or direct the vote: -0- | |||
| | | ||||
| | (ii) | Shared power to vote or direct the vote: 723,622 | |||
| | | ||||
| | (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | | ||||
| | (iv) | Shared power to dispose or direct the disposition: 723,622 | |||
| | C. | | MSD Partners (GP), LLC | ||
| | |||||
| | | | (a) | As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 723,622 Shares, representing 9.4% of the Issuer's outstanding Shares.1 | |
| | |||||
| | | | (b) | Number of shares as to which such person has: | |
| | |||||
| | (i) | Sole power to vote or direct the vote: -0- | |||
| | | ||||
| | (ii) | Shared power to vote or direct the vote: 723,622 | |||
| | | ||||
| | (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | | ||||
| | (iv) | Shared power to dispose or direct the disposition: 723,622 | |||
| | D. | | Brendan Rodgers | ||
| | |||||
| | | | (a) | As of the date hereof, Brendan Rogers beneficially owns, in aggregate, 723,622 Shares, representing 9.4% of the Issuer's outstanding Shares.1 | |
| | |||||
| | | | (b) | Number of shares as to which such person has: | |
| | |||||
| | (i) | Sole power to vote or direct the vote: -0- | |||
| | | ||||
| | (ii) | Shared power to vote or direct the vote: 723,622 | |||
| | | ||||
| | (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | | ||||
| | (iv) | Shared power to dispose or direct the disposition: 723,622 | |||
| | E. | | Marc R. Lisker | ||
| | |||||
| | | | (a) | As of the date hereof, Marc R. Lisker beneficially owns, in aggregate, 723,622 Shares, representing 9.4% of the Issuer's outstanding Shares.1 | |
| | |||||
| | | | (b) | Number of shares as to which such person has: | |
| | |||||
| | (i) | Sole power to vote or direct the vote: -0- | |||
| | | ||||
| | (ii) | Shared power to vote or direct the vote: 723,622 | |||
| | | ||||
| | (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | | ||||
| | (iv) | Shared power to dispose or direct the disposition: 723,622 | |||
| | F. | | John C. Phelan | ||
| | |||||
| | | | (a) | As of the date hereof, John C. Phelan beneficially owns, in aggregate, 723,622 Shares, representing 9.4% of the Issuer's outstanding Shares.1 | |
| | |||||
| | | | (b) | Number of shares as to which such person has: | |
| | |||||
| | (i) | Sole power to vote or direct the vote: -0- | |||
| | | ||||
| | (ii) | Shared power to vote or direct the vote: 723,622 | |||
| | | ||||
| | (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | | ||||
| | (iv) | Shared power to dispose or direct the disposition: 723,622 | |||
_____________
1 Based upon 7,675,818 shares of the Issuer's Common Stock
outstanding as of November 11, 2020, after giving effect to the issuance of 1,500,000 shares of the Issuer's Common Stock pursuant to the purchase agreement described in the Issuer's Prospectus filed pursuant to Rule 424(b)(1) filed with the
Securities and Exchange Commission on December 1, 2020.
Item 5(c) is hereby amended and supplemented as follows:
During the 60-day period immediately preceding the filing date of this Amendment, the Reporting Persons engaged in the following sale
transactions in Shares, each of which were effected in block trades:
| Date | Shares Disposed | Price per Share |
| 12/16/2020 | 6,429 | $3.29 |
| 12/17/2020 | 4,381 | $3.31 |
| 12/29/2020 | 36,430 | $2.99 |
| 12/30/2020 | 32,638 | $3.00 |
| 12/31/2020 | 27,982 | $3.00 |
| Item 7 | | Material to be filed as Exhibits | |
| | | | |
| Exhibit | | Description of Exhibit | |
| | | | |
| | Joint Filing Agreement dated January 4, 2021 | ||
| SIGNATURES |
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.
Dated: January 4, 2021
| | MSD Partners, L.P. | | |
| | | | |
| | By: | MSD Parents (GP), LLC | |
| | Its: | General Partner | |
| | | | |
| | By: | /s/ Marc R. Lisker | |
| | Name: | Marc R. Lisker | |
| | Title: | Manager | |
| | | | |
| | MSD Credit Opportunity Master Fund, L.P. | | |
| | | | |
| | By: | MSD Parents, L.P. | |
| | Its: | Investment Manager | |
| | | | |
| | By: | MSD Partners (GP), LLC | |
| | Its: | General Partner | |
| | | | |
| | By: | /s/ Marc R. Lisker | |
| | Name: | Marc R. Lisker | |
| | Title: | Manager | |
| | | | |
Exhibit 99.1
JOINT FILING AGREEMENT
January 4, 2021
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on
behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Date: January 4, 2021
| | MSD Partners, L.P. | | |
| | | | |
| | By: | MSD Partners (GP), LLC | |
| | Its: | General Partner | |
| | | | |
| | By: | /s/ Marc R. Lisker | |
| | Name: | Marc R. Lisker | |
| | Title: | Manager | |
| | | | |
| | MSD Credit Opportunity Master Fund, L.P. | | |
| | | | |
| | By: | MSD Partners, L.P. | |
| | Its: | Investment Manager | |
| | | | |
| | By: | MSD Partners (GP), LLC | |
| | Its: | General Partner | |
| | | | |
| | By: | /s/ Marc R. Lisker | |
| | Name: | Marc R. Lisker | |
| | Title: | Manager | |
| | | | |