Independence Contract Drilling, Inc. (Form: 8-K, Received: 05/06/2022 16:44:57)

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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): May 6, 2022

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 8.01 Other Events

As previously disclosed, on August 19, 2021 Independence Contract Drilling, Inc. (the “Company”) entered into an amended and restated equity distribution agreement (the “Agreement”) with Piper Sandler & Co. and Johnson Rice & Company L.L.C. (the “Agents”), which amended and restated the original equity distribution, entered into by the Company and Piper Sandler & Co. on June 5, 2020. Pursuant to the Agreement, the Company from time to time may offer and sell through the Agents shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to a maximum amount specified therein (the “Shares”). Pursuant to a prospectus supplement dated August 19, 2021, the Company has issued and sold approximately $7.5 million in shares of common stock during 2021. Pursuant to a prospectus supplement dated December 16, 2021, the Company has included an additional $5.9 million of additional shares of common stock and issued and sold approximately $5.1 million in additional shares of common stock during 2021 and 2022.

Pursuant to General Instruction I.B.6 to a Registration Statement on Form S-3, the Company may sell additional shares at this time, and the board of directors has authorized the sale of an additional $6.5 million in shares of its common stock. Sales of the Shares, if any, under the Agreement may be made in any transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

If, and when, any such sales occur, the Company currently plans to use the net proceeds from at-the-market offerings, after deducting the sales agents’ commissions and offering expenses payable by the Company, for general corporate purposes, which may include, among other things, redemption of our Floating Rate PIK Toggle Convertible Notes due 2026 (the “Convertible Note”) permitted at our option under Indenture governing the Convertible Notes, funding for future rig reactivations, repayment of indebtedness and capital expenditures.

The Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agents, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.

The Shares to be sold under the Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No 333-258534), which was declared effective by the Securities and Exchange Commission on August 18, 2021, and a prospectus supplement thereto. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to complete text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K. A legal opinion related to the issuance and sale of the additional Shares is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit Number		Description
1.1		Amended and Restated Equity Distribution Agreement, dated August 19, 2021, among Independence Contract Drilling, Inc., Piper Sandler & Co. and Johnson Rice & Company L.L.C. (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on August 19, 2021) (File No. 001-36590)
5.1		Legal Opinion of Sidley Austin LLP
23.1		Consent of Sidley Austin LLP (included in Exhibit 5.1)
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: May 6, 2022	By:	/s/ Philip A. Choyce
	Name:	Philip A. Choyce
	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Secretary

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Sidley Austin LLP

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Suite 5900

Houston, TX 77002

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280979394v.3

May 6, 2022

Independence Contract Drilling, Inc.

20475 State Highway 249, Suite 300

Houston, Texas 77070

Re:Registration Statement on Form S-3

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-3, File No. 333-258534 (the “Registration Statement”), filed by Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement was declared effective under the Securities Act on August 18, 2021. Pursuant to the Registration Statement and a Prospectus Supplement to be filed thereunder, dated as of May 6, 2022 (the “Prospectus Supplement”), the Company is issuing and selling from time to time shares of its common stock, par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $6.5 million (the “Shares”). The Shares are to be sold by the Company pursuant to an amended and restated equity distribution agreement dated August 19, 2021 (the “Agreement”) among the Company, Piper Sandler & Co. and Johnson Rice & Company L.L.C.

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined the Registration Statement, the Prospectus Supplement, the Agreement, the Company’s Amended and Restated Certificate of Incorporation, as amended to date (the “Restated Certificate of Incorporation”) and the resolutions adopted by the board of directors of the Company (the “Board”) relating to the Registration Statement and the issuance of the Shares by the Company. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.

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Independence Contract Drilling, Inc.

May 6, 2022

Page 2

For purposes of the opinion set forth below, we have assumed that (i) each Share is issued and sold for a price not less than the par value thereof and equal to or greater than the minimum price authorized by the Board (the “Minimum Price”) and (ii) the number of Shares issued will not exceed the number of authorized shares of Common Stock under the Restated Certificate of Incorporation, as it may be amended after the date hereof, unreserved and available for issuance as of the time of such issuance, including the current limitations relating thereto described in the Prospectus Supplement.

Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that the issuance and sale of the Shares covered by the Registration Statement and the Prospectus Supplement pursuant to the Agreement have been duly authorized by the Company, and such Shares will be validly issued, fully paid and non-assessable when certificates representing such Shares shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof against payment of the agreed consideration therefor in an amount equal to or greater than the Minimum Price or, if any such Shares are to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Shares to the purchasers thereof against payment of the agreed consideration therefor in an amount equal to or greater than the Minimum Price, in accordance with the Agreement.

This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ SIDLEY AUSTIN LLP