Independence Contract Drilling, Inc. (Form: 8-K, Received: 10/04/2021 06:46:50)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2021

Independence Contract Drilling, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36590	37-1653648
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

20475 State Highway 249, Suite 300

Houston, TX 77070

(Address of principal executive offices)

(281) 598-1230

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange where registered
Common Stock, $0.01 par value per share		ICD		New York Stock Exchange

Item 1.01 Entry into a Material Definitive Agreement

Fourth Amendment to Term Loan Credit Agreement

On September 28, 2021, the Company executed a Fourth Amendment (the “Fourth Amendment”), to Credit Agreement, dated as of October 1, 2018 (the “Term Credit Loan Agreement”), by and among the Company, Sidewinder (formerly named ICD Operating LLC), the Lenders party thereto and U.S. National Bank Association, as Agent. The Fourth Amendment amends the Term Loan Credit Agreement to permit the Company, at its option subject to required prior notice, to elect to pay accrued and unpaid interest due October 1, 2021, in kind (the “PIK Amount”). The payment-in-kind is in lieu of exercising a drawdown under the Accordion under the Term Loan Credit Agreement, thus, the amount of the Term Loan Accordion commitment of $15 million will be reduced by the amount of the PIK Amount. On September 29, 2021, the Company elected to pay the October 1, 2021 interest payment-in-kind.

The foregoing summary of the Fourth Amendment is qualified by reference to such agreement, a copy of which is attached as Exhibit 10.1 to this Form 8-K and incorporated by reference into this Item 1.01.

Item 7.01 Regulation FD Disclosure

On October 4, 2021, Independence Contract Drilling, Inc. published a new investor presentation, which is attached as Exhibit 99.1 to this Current Report on Form 8-K, which are incorporated herein by reference. The presentation includes, without limitation, a third quarter operations and outlook update.

The information furnished pursuant to Item 7.01, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of these slides is not intended to constitute a representation that such information is required by Regulation FD or that the materials they contain include material information that is not otherwise publicly available.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit Number		Description
10.1		Fourth Amendment to Term Loan
99.1		Investor Presentation Slides
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Independence Contract Drilling, Inc.

Date: October 4, 2021	By:	/s/ Philip A. Choyce
	Name:	Philip A. Choyce
	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Secretary

FOURTH AMENDMENT TO CREDIT AGREEMENT

This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), is entered into as of September 28, 2021, by and among INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (“ICD”), SIDEWINDER DRILLING LLC, a Delaware limited liability company formerly named ICD Operating LLC (“Sidewinder” and, together with ICD, as the context requires, each a “Borrower”, and collectively, the “Borrowers”), and the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement, dated as of October 1, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, the Lenders and the Agent, the Lenders made Loans to the Borrowers pursuant to the terms and conditions thereof;

WHEREAS, initially capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement; and

WHEREAS, the Borrowers and the Lenders desire to amend the Credit Agreement in certain respects as more particularly set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto hereby agrees as follow:

1.Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 2 of this Agreement, the Credit Agreement is hereby amended as follows:

(a)Section 2.4(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(c)Payment. Except to the extent provided to the contrary in Section 2.7 or Section 2.8(a), (i) all interest and all other fees payable hereunder or under any of the other Loan Documents shall be due and payable, in cash, in arrears, on the first day of each month, and (ii) all costs and expenses payable hereunder or under any of the other Loan Documents, and all other Lender Group Expenses shall be due and payable in cash on the earlier of (x) the first day of the month following the date on which the applicable costs, expenses, or Lender Group Expenses were first incurred, or (y) the date on which demand therefor is made by Agent. Notwithstanding the foregoing, (i) at any time Adjusted Liquidity is less than $9,000,000, Borrowers may, at their option and upon prior notice to the Lenders (which notice shall be delivered to the Lenders at least three (3) Business Days prior to the applicable date on which interest is due for the first applicable month), elect to pay accrued and unpaid interest due during any one three-consecutive-month period immediately following such notice in kind by adding the amount of such interest to the principal amount of the Loans on the date such accrued and unpaid interest is otherwise due during such period (which was exercised in connection with the payment of interest on April 1, 2021) and (ii) Borrowers may, at their option and upon prior notice to the Lenders (which notice shall be

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delivered to the Lenders at least one (1) Business Day prior to September 30, 2021), elect to pay accrued and unpaid interest of $3,055,032.50 due on October 1, 2021 (the “October 2021 Interest Payment”) in kind by adding the amount of such interest to the principal amount of the Loans on the date such accrued and unpaid interest is otherwise due on such date (the amount of any increase set forth in clauses (i) and (ii) collectively being the “PIK Amount”); provided, that, for the avoidance of doubt, accrued and unpaid interest shall be paid in cash on the Maturity Date and, to the extent required by the Loan Documents, on the date of any repayment or prepayment (whether pursuant to a voluntary prepayment or mandatory prepayment, acceleration or otherwise) of any Loan, with respect to the principal amount of the Loan so repaid or prepaid.

(b)Schedule C Commitments. Schedule C to the Agreement is amended so that the amount of the DDTL Commitment is reduced by the amount of the October Interest Payment to $11,944,967.50.

2.Conditions. The amendments set forth in Section 1 of this Agreement shall become effective as of the date first set forth above upon the satisfaction of each of the following conditions (the “Fourth Amendment Effective Date”):

(a)the Lenders shall have received counterparts of this Agreement duly executed by the Lenders and the Borrowers (it being understood electronic executed copies are sufficient for satisfaction of this subsection (a));

(b)no Default or Event of Default shall have occurred and be continuing;

(c)all representations and warranties made by each Loan Party contained herein and in the other Loan Documents shall be true and correct in all material respects, in each case, with the same effect as though such representations and warranties had been made on and as of the date hereof; provided that in the case of any representation or warranty that expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be; provided, further, that if any of the representations are qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representations shall be true and correct in all respects;

(d)the Borrowers shall have paid to the Lenders a fee in cash in an aggregate amount equal to $61,100.65; and

(e)the Borrowers shall have paid the reasonable fees, charges and disbursements of counsel to the Lenders incurred prior to the date hereof.

3.Representations and Warranties of Loan Parties. Each Loan Party hereby represents and warrants to the Lenders as follows:

(a)it (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now

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conducted and as proposed to be conducted, to enter into this Agreement and to carry out the transactions contemplated hereby and by the Credit Agreement as amended hereby;

(b)the execution and delivery of this Agreement, and the performance by it of this Agreement and the Credit Agreement as amended hereby, (i) have been duly authorized by all necessary action on the part of such Loan Party and (ii) do not and will not (A) violate any material provision of federal, state, or local law or regulation applicable to such Loan Party or its Subsidiaries, the Governing Documents of such Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on such Loan Party or its Subsidiaries, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of such Loan Party or its Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of such Loan Party, other than Permitted Liens, (D) require any approval of any holder of Equity Interests of such Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure of which to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any registration with, consent, or approval of, or notice to or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect;

(c)this Agreement and the Credit Agreement as amended hereby are the legally valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally; and

(d)the representations and warranties contained in Section 4 of the Credit Agreement are true and correct in all material respects, in each case, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date; provided that in the case of any representation or warranty that expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be; provided, further, that if any of the representations are qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representations shall be true and correct in all respects.

4.Choice of Law and Venue; Jury Trial Waiver. THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING VENUE AND JURY TRIAL WAIVER SET FORTH IN SECTION

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12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

5.Binding Effect. This Agreement shall be binding upon each Loan Party and shall inure to the benefit of the Agent and the Lenders.

6.Effect on Loan Documents; Ratification.

(a)Except as expressly amended or otherwise modified hereby, the Credit Agreement and all documents, instruments and agreements related thereto, including, but not limited to, the other Loan Documents, and the grant by each of the Grantors (as defined in the Guaranty and Security Agreement) to the Agent, for the benefit of each member of the Lender Group, of a continuing security interest in any and all right, title and interest of each Grantor in and to all of the Collateral (as defined in the Guaranty and Security Agreement), are hereby ratified and confirmed in all respects and shall continue in full force and effect. No amendment, consent or waiver herein granted or agreement herein made shall extend beyond the terms expressly set forth herein for such amendment, consent, waiver or agreement, as the case may be, nor shall anything contained herein be deemed to imply any willingness of the Agent or the Lenders to agree to, or otherwise prejudice any rights of the Agent or the Lenders with respect to, any similar amendments, consents, waivers or agreements that may be requested for any future period, and this Agreement shall not be construed as a waiver of any other provision of the Loan Documents or to permit any Borrower or any other Loan Party to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. Each Loan Party hereby ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted and pledged by such Loan Party pursuant to the Loan Documents to the Agent, on behalf and for the benefit of the Lender Group, as collateral security for the Obligations, and acknowledges that all of such Liens and security interests, and all Collateral heretofore granted, pledged or otherwise created as security for the Obligations continue to be and remain collateral security for the Obligations from and after the date hereof. Each of the Guarantors hereby acknowledges and consents to this Agreement and agrees that the Guaranty and Security Agreement and all other Loan Documents to which such Guarantor is a party remain in full force and effect, and each of the Guarantors confirms and ratifies all of its Obligations thereunder.

(b)Each reference in the Credit Agreement or any other Loan Document to this “Agreement”, “hereunder”, “herein”, “hereof”, “thereunder”, “therein”, “thereof”, or words of like import referring to the Credit Agreement or any other Loan Document shall mean and refer to such agreement as supplemented by this Agreement.

7.Release.

(a)In consideration of the agreements of the Lenders and Agent contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each of the Lenders, their respective successors and assigns, and their respective direct and indirect owners, partners, members, managers, consultants, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other

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representatives, and all persons acting by, through, under or in concert with any of them (Agent, the Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”) of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, recoupment, rights of setoff, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, contingent or mature, suspected or unsuspected, both at law and in equity, which any Loan Party or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Agreement or any of the other Loan Documents or transactions thereunder or related thereto.

(b)Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c)Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

(d)In entering into this Agreement, each Loan Party has consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the release set forth above does not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The release set forth herein shall survive the termination of this Agreement and the Loan Documents and the payment in full of the Obligations.

(e)Each Loan Party acknowledges and agrees that the release set forth above may not be changed, amended, waived, discharged or terminated orally.

8.Miscellaneous.

(a)This Agreement is a Loan Document. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

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(b)Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

(c)Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

(d)Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any member of the Lender Group or any Loan Party, whether under any rule of construction or otherwise. This Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

(e)The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

(f)This Agreement shall be subject to the rules of construction set forth in Section 1.4 of the Credit Agreement, and such rules of construction are incorporated herein by this reference, mutatis mutandis.

[remainder of this page intentionally left blank].

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IN WITNESS WHEREOF, each Loan Party and the Lenders have caused this Agreement to be duly executed by its authorized officer as of the day and year first above written.

BORROWERS:

INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation

By: /s/ Philip A. Choyce
Name: Philip A. Choyce

Title: Executive VP & CFO

SIDEWINDER DRILLING LLC (formerly named ICD Operating LLC), a Delaware limited liability company

By: /s/ Philip A. Choyce
Name: Philip A. Choyce

Title: Executive VP & CFO

{FourthAmendment to ICD Credit Agreement]

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LENDERS:	MSD PCOF PARTNERS IV, LLC


	By: /s/ Marcello Liguori Name: Marcello Liquori
	Title: Vice President

[Fourth Amendment to ICD Credit Agreement]

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Exhibit 99.1

NEW MICROSOFT WORD DOCUMENT_PRESENTATION_PAGE_01.GIF

InvestorPresentation October 2021 1

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Preliminary Matters This presentation relates to Independence Contract Drilling, Inc. (the “Company”). Various statements contained in this presentation, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “plan,” “goal,” “will” or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this presentation speak only as of the date of this presentation; we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors, including those discussed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, contingencies and uncertainties include, but are not limited to, the following: inability to predict the duration or magnitude of the effects of the COVID-19 pandemic on our business, operations, and financial condition and when or if worldwide oil demand will stabilize and begin to improve; decline in or substantial volatility of crude oil and natural gas commodity prices a sustained decrease in domestic spending by the oil and natural gas exploration and production industry; fluctuation of our operating results and volatility of our industry; inability to maintain or increase pricing of our contract drilling services, or early termination of any term contract for which early termination compensation is not paid; our backlog of term contracts declining rapidly; the loss of any of our customers, financial distress or management changes of potential customers or failure to obtain contract renewals and additional customer contracts for our drilling services; overcapacity and competition in our industry; an increase in interest rates and deterioration in the credit markets; our inability to comply with the financial and other covenants in debt agreements that we may enter into as a result of reduced revenues and financial performance; unanticipated costs, delays and other difficulties in executing our long-term growth strategy; the loss of key management personnel; new technology that may cause our drilling methods or equipment to become less competitive; labor costs or shortages of skilled workers; the loss of or interruption in operations of one or more key vendors; the effect of operating hazards and severe weather on our rigs, facilities, business, operations and financial results, and limitations on our insurance coverage; increased regulation of drilling in unconventional formations; the incurrence of significant costs and liabilities in the future resulting from our failure to comply with new or existing environmental regulations or an accidental release of hazardous substances into the environment; and the potential failure by us to establish and maintain effective internal control over financial reporting. ◼ ◼ ◼ ◼ ◼ ◼ ◼ ◼ ◼ ◼ ◼ ◼ ◼ ◼ ◼ ◼ ◼ ◼ ◼ All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this presentation and in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K. Further, any forward-looking statement speaks only as of the date of this presentation, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Adjusted Net Income or Loss, EBITDA and adjusted EBITDA are supplemental non-GAAP financial measures that are used by management and external users of the Company’s financial statements, such as industry analysts, investors, lenders and rating agencies. The Company’s management believes adjusted Net Income or Loss, EBITDA and adjusted EBITDA are useful because such measures allow the Company and its stockholders to more effectively evaluate its operating performance and compare the results of its operations from period to period and against its peers without regard to its financing methods or capital structure. See non-GAAP financial measures at the end of this presentation for a full reconciliation of Net Income or Loss to adjusted Net Income or Loss, EBITDA and adjusted EBITDA. 2

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Independence Contract Drilling Fleet 100% Dual-Fuel Enabled / Electric Hi-Line Capable: Substantial GHG Reduction / Elimination Dual-Fuel Enabled Fleet Highest Asset Quality Highest Asset Quality 100% Super Spec - Pad Optimal Marketed Fleet with Best Geographic Focus Premium Operating Locations Free Cash Flow Yield Poised for Significant Free Cash Flow Yields Geographic Locations Focused on Most Prolific Oil and Natural Gas Producing Regions Market Share Gains Customer Focused Market Share Gains Driven By 300 Series Rigs and Overall Market Consolidation Improving Dayrates Customer Focused and Proven Operational Excellence Improving Dayrates and Utilization Driven by Market Fundamentals 3

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Operational and Financial Update Third Quarter 2021 ◼Operating rigs: Exited the quarter with 15 rigs operating and 16th rig scheduled for reactivation in October 2021 ◼Revenue Days: Expect to report approximately 1,271 revenue days ◼Revenue and Margin Per Day: Expect to report 3Q 2021 revenue per day ranging between $16,950 and 17,150, and margin per day ranging between $3,400 and $3,500, with higher labor costs slightly impacting the quarter ◼Adjusted EBITDA: Expect to report Adjusted EBITDA ranging between $650,000 and $775,000 for the quarter, representing a 276% to 310% sequential improvement from 2Q’21 ◼Ending Financial Liquidity: Expects to report financial liquidity at September 30, 2021, of approximately, $30 million(1) Outlook Operating rigs: Expect to reactivate 17th rig at year-end 2021 Revenue Days: Expect to report 1,380 to 1,390 revenue days during Q4’21 based on current reactivation schedules and several rigs expected to transition between customers during the quarter. Represents sequential improvement of 9% compared to Q3’21 levels Revenue Per Day and Margin Per Day: Continued focus on shorter-term, pad-to-pad contracts expected to drive continued sequential improvements in revenue per day and margin per day during Q4’21 and 2022. Seven rigs rerate during Q4’21 and eight at the end of Q4’21, which will partially benefit Q4’21 revenue and margins and fully benefit Q1’22 revenues and margins. ◼ ◼ ◼ Fourth Quarter 2021: Currently expect sequential increases in Q4’21 revenue per day of 5% to 7% compared to Q3’21 levels, and sequential increases in Q4’21 margin per day of 28% to 32% compared to Q3’21 levels First Quarter 2022: Currently expect further sequential increases in Q1’22 revenue per day of 20% to 22% compared to Q3’21 levels, and further sequential increases in Q1’22 margin per day of 100% to 102% compared to Q3’21 levels • • (1) Cash on hand, plus estimated availability under revolving credit facility, term loan accordion and equity line of credit 4

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Introduction: NYSE: ICD Sector’s only publicly-traded, pure-play, pad-optimal, super-spec, drilling contractor focused solely on North America’s most attractive oil and natural gas basins Research past three years: 2019, 2020 and 2021 5 Best-in-Class Asset Quality and Geographic Focus ◼Marketed fleet comprised entirely of pad-optimal, super-spec rigs ◼Established presence in oil rich Permian and Eagle Ford plays ◼Leading presence in natural gas rich Haynesville and East Texas regions ◼Increasing market penetration of 300 Series rigs ◼All rigs software-optimization-capable High Quality Customer Base Supported by Industry Leading Customer Service and Operations ◼#1 ranked land contract driller for service and professionalism by Energy Point ◼Established relationships with publics and well-capitalized private operators ◼Industry leading and scalable safety, maintenance and financial systems Returns & Free Cash Flow Generation ◼Steadily increasing utilization and spot dayrates as market recovers from COVID-19 impacts drives potential for significant free cash flow generation and yields ◼Increasing market penetration of 300 Series rigs ◼Scalable cost structure for organic growth / M&A opportunities ESG Focus ◼Marketed fleet 100% dual-fuel and hi-line power capable ◼Omni-directional walking reduces operational footprints and environmental impacts ◼Increasingly diverse workforce: over 25% from under-represented groups ◼Shareholder alignment: executive comp substantially at-risk/ performance based ◼Leading presence in natural-gas-rich Haynesville and East TX regions

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ICD Operations Strategically Focused on the Most Prolific Oil and Natural Gas Producing Regions in the United States 14 “300” Series ShaleDriller Rigs(1) ◼1,500 – 2,000 HP drawworks; 25K+ racking / 1M lb. hook with only modest capex ◼Three pump / four engine capable; drilling optimization software capable ◼Targeting developing market niche for larger diameter casing strings and extreme laterals ◼Dual-Fuel enabled / Hi-Line Electric Power Capable ◼Hi-torque top drive 17 “200” Series ShaleDriller Rigs Oklahoma Texas ◼1,500 HP drawworks; 20K+ racking / 750K lb. hook ◼Three pump / four engine capable; drilling optimization software capable ◼Dual-Fuel / Hi-Line Electric Power Capable One “100” Series ShaleDriller Rig ICD owned or leased location ICD Operating Area ◼1,000 HP drawworks ◼Three pump / four engine capable; drilling optimization software capable ◼Dual-Fuel enabled / Hi-Line Electric Power Capable ICD CURRENT ACTIVE MARKETED FLEET: 24 RIGS AVERAGE RIG AGE: 6.71 YEARS(2) (1) Includes two 200 Series rigs scheduled for conversion (aggregate capex < $1M) (2) Based upon date of first well spud following rig construction or material upgrade 6 Louisiana New Mexico Arkansas

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Maximizing Returns by Strategically Marketing ICD Fleet Across Target Markets Oklahoma New Mexico Arkansas Texas Louisiana Permian – Delaware Basin 300 Series Target Market Haynesville/ETX 300 Series Target Market Permian – Midland Basin 200 Series Target Market Eagle Ford/STX 200 Series Target Market 7

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Geographic Mix and Customer Relationships Current ICD Operating Rigs by Basin(1) Strong Customer Base Recent ICD Customers STX / Eagle Ford 3 Haynesville/ ETX 4 Permian 9 (1) Includes 16th rig scheduled for reactivation Oct ‘21 (2) Occidental Petroleum Corporation via Anadarko Petroleum acquisition; ConocoPhillips via Concho 8 (2) (2)

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Since Beginning of Pandemic Recovery ICD Fleet Utilization Growth Substantially Outperforming Overall Market Cumulative Percentage Increase in Rig Count Since Pandemic Trough 500% 450% 400% 350% 300% 250% 200% 150% 100% 50% 0% Q3'20 (trough) Q4'20 Q1'21 Q2'21 Q3'21 US Land Rig Count % Growth ICD Operating Rig Count % Growth Source: BHI Rig Count. Includes reactivation of ICD 16th Rig. 9

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300 Series Rigs Leading Acceleration in Fleet Utilization and Transformation of ICD Operating Fleet Compared to Pre-COVID levels ICD Operating Fleet Composition ICD 300 Series Rigs Rigs meeting these specs command highest dayrates when matched with customers requiring such specification ◼ 30 Series 14 total 300 Series rigs in ICD fleet. Expect these rigs to represent majority of future rig reactivations and growing % of ICD’s overall operating fleet Target operating fleet composition: In a market where ICD increases its operating rig count above 17 rigs, 300 Series rigs are expected to eventually represent more than half of ICD’s operating fleet, representing a • 25 • 20 15 substantial transformation compared to pre-pandemic levels 10 Target customers requiring larger racking capacity, hookload, high-torque drill pipe: predominantly Delaware Basin and Haynesville Minimal excess capacity for rigs meeting 300 Series specification Acquired by ICD in 4Q 2018 Sidewinder Merger – current recovery represents first opportunity for ICD to market and place these rigs with customers in an improving rig count environment ◼ 5 ◼ 0 ◼ Precovid3Q'20 (1Q'20) 4Q'20 1Q'21 2Q'21 3Q'2117 Rig 20 Rig 24 Rig Operating Operating Operating Fleet Fleet Fleet Avg ICD 300 Series Rigs Avg ICD Working Rigs 10 13% 300 Operational Goal: 60% 300 Series

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ICD Performance Meeting and Exceeding Customer Expectations ICD has been the #1 ranked U.S. Land Driller for Service and Professionalism for the past three years by Energy Point Research’s independent customer survey Independence Contract Drilling was one of only three land drillers recognized in 2021 by Energy Point Research in the Overall Total Satisfaction category of its customer survey. 11

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Defining a Pad-Optimal Super-Spec Rig Omni-Directional Walking 1500 HP Drawworks High-Pressure Mud Systems (7500 psi) Fast Moving AC Programmable Fleet must have flexibility to provide differing equipment packages to meet particular requirements of E&Ps’ drilling programs Total U.S. Pad-Optimal Super-Spec Supply: ~620 Rigs(1) Three pump / four engine: 100% of ICD marketed fleet ◼ High-Torque top drive: 50% of ICD marketed fleet Enhanced racking (25K ft) and hookload (1M lb.) capable: 50% of ICD marketed fleet ◼ 170 Upgradeable Rigs(2) ◼ Drilling optimization software capable: 100% of marketed fleet ◼ 450 Pad Optimal Rigs Dual-fuel / Electric Hi-line capable: 100% of marketed fleet ◼ (1) (2) Source: Enverus and Company estimates. Includes AC, 1500HP+, 750000lb+ Hookload. Excludes rigs not operating since 2018 and rigs owned by non-operating entities 1500HP AC Rigs with skidding systems upgradeable to omnidirectional walking. Capex estimated at $5M+ per rig. 12

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Drivers for Expected Improvements in Pad-Optimal Utilization / Dayrates Accelerating rig count with improving fundamentals Rapidly normalizing demand for oil Constructive U.S. natural gas supply / demand fundamentals Rapidly decreasing drilled-but-uncompleted (DUC) inventories Pad Optimal market share consolidating within few players with ICD utilization growth outpacing overall market U.S. land pad optimal, super-spec fleet approaching 80% utilization 13

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U.S. Land Rig Count has Trailed Commodity Price Recovery but is Expected to Accelerate Quickly U.S. Average Land Rig Count vs WTI 1,200 80 Current WTI Price(1) 70 1,000 60 800 50 600 40 2022 Average U.S. Land Rig Count Estimates Avg: 548(2) 30 400 20 200 10 0 0 Avg U.S. Land Rig Count Avg WTI Price Source: Baker Hughes, EIA (1) As of October 1, 2021 (2) Average Estimates per JP Morgan, Morgan Stanley, Wells Fargo, Evercore, Spears, Rystadt, Piper Sandler 14 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21

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Rapidly Normalizing Demand for Oil Quarterly Worldwide Oil Demand as a % of 2019 Demand 100% 98% 96% 94% 92% 90% 88% 86% 84% 82% 80% 2019 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'21 Q3'21 Q4'21 Source: EIA Short-Term Energy Outlook 15 Trough demand: (17%) vs 2019 daily average Demand expected to reach/exceed 2019 levels by Q3’22

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Consolidating Pad Optimal Super-Spec Market 2018 Total Industry Operating Rigs in ICD Primary Target Mkts: TX, NM, LA 2021 Total Industry Operating Rigs in ICD Primary Target Mkts: TX, NM, LA 12% 12% 24% 34% 54% 64% Legacy Rigs(1) Pad Optimal: Top Public Contractors(2) Pad Optimal: Other Contractors (1) SCR, Mechanical and AC below 1500hp (2) HP, PTEN, NBR, PDS, ESI, ICD; includes PTEN planned acquisition of Pioneer Energy Services; Includes upgradeable AC rigs Source: Enverus as of 6/30/18 and 9/24/21 17

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Total U.S. Pad Optimal Fleet Utilization Approaching 80% in an Improving Market Should Drive Incremental Dayrate Increases 500 Drivers for increasing rig count and improving U.S. pad-optimal super-spec fleet utilization and dayrates include: 450 400 Strong oil and natural gas commodity price environment 350 ◼ 300 Substantially declining DUC inventories ◼ 250 2022 E&P Capex Budgets reset higher based upon current commodity price environment ◼ 200 150 Increasing size and complexity of well pads and depth and length of well laterals ◼ 100 50 Increasing rig reactivation costs (minimal idle pad optimal – super-spec rigs that have not been stacked less than 18 months) ◼ 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 (1) AC, walking, 1500HP+, 750,000lb hookload +, 3 pumps (7500psi) /4 engines; excludes rigs stacked as of FYE 2018, skidding rigs and rigs held by non-operating entities (2) Source: Enverus and Company estimates 18 9/24/21 12/31/18 Pad Optimal Operating Rigs: U.S. Land (2) 80% Utilization Estimated Pad Optimal Fleet Estimated Pad Optimal Supply(1)

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ESG and Sustainability Focused performance-based, and thus closely aligned with shareholder interests goals and metrics (1) As of Aug 1, 2021 19 Environment ICD operations substantially reduce GHG emissions and environmental footprints at the wellsite ◼100% of ICD marketed rigs are dual-fuel enabled and high-line capable, permitting substantial reduction and elimination of GHG emissions at the wellsite from rig operations ◼100% of ICD rigs utilize omni-directional walking systems that enable large-scale pad operations which substantially reduces environmental footprints at the wellsite ◼100% of ICD rigs utilize energy-efficient LED lighting and/or crown lighting which substantially reduces energy use and “dark sky” environmental impacts ◼ICD is a leading provider of contract drilling services in the natural gas producing regions located in ETX/Haynesville areas which are expected to become increasingly relevant as energy transition efforts continue to develop and accelerate Social ICD believes our people are our greatest resource and continuously focuses on creating a culture where employee safety, opportunity, well-being and development is prioritized ◼ICD utilizes leading safety management and training systems. 100% of ICD employees completed social, ethics and compliance training in 2020 ◼ICD is committed to a culture of diversity and inclusion - over 25% of ICD’s workforce is currently comprised of historically underrepresented groups(1) ◼ICD provides industry leading health and welfare benefits focused on employee well-being ◼ICD actively participates in community outreach programs in regions where we operate Governance ICD’s Board prioritizes shareholder alignment and ESG initiatives that benefit all stakeholders and the environment ◼Board level oversight of ESG goal setting, performance and outreach ◼100% of ICD 2021 Executive LTIP compensation substantially at-risk and ◼Executive compensation structures include safety, environmental and other ESG

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ICD ShaleDriller Rigs Substantially Emissions at the Wellsite Reduce and Eliminate GHG Utilizing natural gas rather than diesel substantially reduces GHG emissions. ICD customers routinely use field natural gas to power our rigs, providing even more significant positive impacts on the environment. The first rig ICD built in 2012 was equipped with Dual-Fuel engines and today 100% of ICD’s marketed fleet is equipped with Dual-Fuel capabilities. Similar to an electric car, utilizing the electric grid to power a rig’s engines substantially eliminates GHG emissions at the wellsite. All ICD rigs are capable of running on Hi-Line Electric Power. ICD began operating rigs on Hi-Line Electric power in 2019 and continually markets this option to its customers where operational infrastructure permits In 2019, ICD converted all of its rigs from fluorescent lighting to LED lighting and is in process of converting all of its rigs from traditional lighting to crown lighting systems. LED and crown lighting systems substantially reduce energy use and eliminate light pollution, in particular in environmentally sensitive areas where “dark sky” environmental issues exist. 100% of ICD’s Rigs 20 LED / Crown Lighting Hi-Line Electric Power Capable 100% of ICD’s Rigs Dual Fuel Equipped 100% of ICD’s Rigs

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Drivers Towards Returns / Free Cash Flow Through Oil and Gas Cycle cash flows improvements in cost-per-day metrics (1) Baker Hughes as of 8.14.20 and 8.6.21 21 Improving Fleet Utilization ◼Since pandemic trough in Aug ‘20, ICD rig count has increased 400% compared to overall rig count increase of 100%(1) ◼ICD rig count poised to increase with further increases in overall US rig count weighted to ICD target markets and pad optimal / super spec rigs ◼ICD expects continued market penetration and increased utilization of its 300 Series rigs Increasing Dayrate Momentum ◼In response to post-pandemic recovery, spot dayrates are steadily rising ◼Increasing 300 Series market penetration expected to drive sequential dayrate improvements ◼Short-term contract structures allow ICD to steadily reprice contracts into an improving dayrate environment, driving sequential improvements in revenue-per-day statistics ◼U.S. pad-optimal fleet utilization expected to approach 80% with continuing improvements in U.S. rig count during the remainder of 2021 and during 2022 Scalable Cost Structure Drives Substantial Improvements in Cash Flows ◼Costs to operate a rig do not fluctuate meaningfully with increases in dayrates – dayrate improvements fall directly to bottom line driving incremental margins and ◼Increasing rig utilization drives operating efficiencies expected to result in steady ◼Scalable SG&A cost structure: minimal increases in SG&A as operating fleet and revenues increase as COVID-19 pandemic recovery continues

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ICD Margins Already Expanding in Market Recovery In a continuing market recovery and improving rig count environment, the following factors are expected to positively impact ICD revenues, costs, and margin per day compared to Pre-COVID periods: $22,000 $20,000 $18,000 300 Series rig pricing and differentiation Efficiency improvements made in 2018 and 2019 following Sidewinder Merger(1) and in response to COVID expected to be fully realized and drive additional cost savings Cost savings from economies of scale Current short-term contract structures permit steady repricing of contracts into an improving market ◼ $16,000 ◼ $14,000 $12,000 ◼ ◼ Revenue Per Day Cost Per Day (1) Sidewinder Merger closed 10/1/2018 (2) Guide: Represents Company forecasts provided on 2Q’21 Earnings Conference Call held 8/4/21 22 4Q'18 FYE'19 FYE'20 1Q'21 2Q'21 3Q'21 Forecast 4Q'21 Forecast 1Q'21 Forecast Margin Per Day

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ICD Operating Leverage Potential in an Improving Market Adjusted Annualized EBITDA Potential Across Various Dayrate/Operating Rig Scenarios ICD has significant operating leverage potential in an improving market in which dayrates and operating rig utilization is increasing Based upon current market conditions, ICD expects to exit FYE 21 with 17 operating rigs generating an estimated 1Q 2022 revenue per day of $20K or higher Indicative potential Adjusted EBITDA and FCF based upon the following additional assumptions: ($000s) $80,000 $70,000 $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $-16 Operating Rigs 17 Operating Rigs 20 Operating Rigs 24 Operating Rigs 19K 20K 21K 22K 23K Free Cash Flow (FCF) Potential Across Various Dayrate / Operating Rig Scenarios Cash SG&A: $13.6 million, reflecting reinstitution of pre-COVID wage scales Cost Per Day: $13.1K per day, reflecting reinstitution of pre-COVID wage scale as well as economies from increasing operating rigs Maintenance capex: $1K per operating day Excludes estimated costs / capex to reactivate additional rigs: ◼ ($000s) $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $-◼ ◼ ◼ Rigs 18-20: ~$2.0-$2.5M per reactivation Rigs 21-23: ~$4.0M per reactivation Rig 24 (100 Series): <$500K • 16 Operating Rigs 17 Operating Rigs 20 Operating Rigs 24 Operating Rigs • • 19K 20K 21K 22K 23K Note: Adjusted EBITDA defined as earnings before interest expense, tax expense depreciation expense and stock-based compensation expense. FCF defined as Adjusted EBITDA less tax expense, interest expense and maintenance capital expenditures. Excludes changes in working capital and growth capex. 23

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ICD undervalued compared to other public land drilling contractors based on key valuation metrics and comparison to recent M&A transactions 2021 H&P rig sale to ADNOC $87 NA NA $10.8 Competitor A 9.3x 98% 9.1 PTEN announced acquisition of PES(8) 2021 $245 NA NA 9.8 Competitor B 6.2x 94% NA Competitor C(5) 7.5x 98% 10.2 Nabors Canadian asset sale to ESI(9) 2021 $96 NA NA 8.0 Competitor D 5.7x 72% NA ESI acquisition of Trinidad 2018 $722 7.8X 6.0x 4.8 Competitor E(5) 5.9x 68% NA AKITA acquisition of Xtreme Drilling 2018 $162 NMF 12.9x 10.1 (1) (2) (3) (4) Source: Capital IQ; Refinitiv. As of September 17, 2021 Enterprise value calculated as equity market value plus net debt, preferred equity and minority interest less equity investments Tangible Adjusted Book Value calculated as book value of equity plus total debt and minority interest less equity investments, cash, goodwill and intangible assets Ratio of EV to super-spec rig excludes minority interest, equity investments and an estimated allocation attributable to international and non-contract drilling activities. Super-Spec rig count based on Company estimates and Enverus and includes upgradeable skidding AC rigs. ICD valuation based on 24 marketed super-spec rigs Proforma for recently disclosed transactions Proforma for $10 million PPP loan forgiveness Sources: public filings Assumes only the Land Drilling business (including international), assuming non-land drilling business valued at $50 million Assumes all of the transaction value attributed to 12 high-spec AC rigs (5) (6) (7) (8) (9) 24 Median7.8x10.95x$8.9 Median6.2x94%9.7 ICD(6) 5.2x45%6.6 Summary Of Recent M&A Transactions(7) YearTransaction Transaction Value to: TransactionTTMProjectedTotal ValueEBITDAEBITDARigs Public Company Valuation Metrics Enterprise Value(2) to: 2022Tangible Adj.Super-Spec EBITDA (P)(1) Book value(3) Rig(4)

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Closing Expanding 300 Series Market Penetration and Overall Fleet Utilization Improving and Constructive Market Fundamentals 100% Super-Spec Pad Optimal Fleet 100% Fleet Carbon Reducing Enabled Expanding Margins Free Cash Flow Growth / Yields 25

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