UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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INDEPENDENCE CONTRACT DRILLING, INC.
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(Name of Issuer)
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Common Stock, $0.01 par value per share
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(Title of Class of Securities)
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453415309
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(CUSIP Number)
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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) |
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March 18, 2022
(Date of Event which Requires Filing of this Statement)
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*
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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.
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CUSIPNO. 453415309
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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MSD Partners, L.P.
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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||||
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(b) ☒
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|||
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|||
3
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SEC USE ONLY
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|||||
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|||||
4
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SOURCE OF FUNDS (See Instructions)
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||||
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AF
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|||
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
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|||
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Delaware
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|||
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|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
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|||
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||||
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-0-
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|||
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||||
8
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SHARED VOTING POWER
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||||
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||||
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17,592,2531
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||||
9
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SOLE DISPOSITIVE POWER
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||||
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||||
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-0-
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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||||
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||||
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17,592,2531
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||||
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||||
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17,592,2531
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||||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||||
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||||
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19.9%2
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||||
14
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TYPE OF REPORTING PERSON (See Instructions)
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||||
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PN
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Includes 15,563,610 shares of the Issuer’s Common Stock underlying the $78,907,500 principal amount of the Issuer’s Floating Rate Convertible Senior Secured PIK
Toggle Notes due 2026 (the "Notes") held by the Reporting Persons. The Notes are currently convertible into shares of Common Stock at the option of the Reporting Persons at a conversion price of $5.07 per share, which conversion price will be lowered to $4.51 per share if approved by the Issuer’s shareholders.
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The percentage used herein and in the rest of this Schedule 13D is calculated based upon (i) 11,349,005 shares of the Issuer’s
Common Stock outstanding as of March 4, 2022, as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 15, 2022, (ii) an additional 2,268,000 shares of the Issuer’s
Common Stock issued on March 18, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March 21, 2022, and (iii) assuming the issuance to the applicable Reporting Persons of the shares of the Issuer’s
Common Stock upon conversion of the Notes. It also reflects the operation of a 19.9% Restricted Ownership Percentage (as defined in this Schedule 13D/A) with respect to the Reporting Persons.
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CUSIP NO.
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453415309
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SCHEDULE 13D
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1
|
NAMES OF REPORTING PERSONS
|
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||||
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|
|||
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MSD Credit Opportunity Master Fund, L.P.
|
|
|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
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(b) ☒
|
|||
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3
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SEC USE ONLY
|
|||||
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|||||
4
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SOURCE OF FUNDS (See Instructions)
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|
||||
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|
||||
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WC
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|||
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
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|||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
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|||
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Cayman Islands
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|||
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|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
|
|||
|
|
|
||||
|
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-0-
|
|
|||
|
|
|
||||
8
|
SHARED VOTING POWER
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|
||||
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|
||||
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4,074,0633
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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||||
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||||
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-0-
|
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|||
|
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|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
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|
||||
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|
4,074,0633
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|||
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
||||
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|
|
||||
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|
4,074,0633
|
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|||
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|
||||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
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||||
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|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||||
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||||
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19.9%2
|
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|||
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|
||||
14
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TYPE OF REPORTING PERSON (See Instructions)
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||||
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||||
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PN
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Includes 3,377,303 shares of the Issuer’s Common Stock underlying the $17,122,927.50 principal amount of the Notes held by the Reporting Person.
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CUSIP NO.
|
453415309
|
SCHEDULE 13D
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|
1
|
NAMES OF REPORTING PERSONS
|
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||||
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|
|||
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MSD PCOF Partners LXXIII, LLC
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|
|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☒
|
|||
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|
|||
3
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SEC USE ONLY
|
|||||
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|
|||||
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 |
7
|
SOLE VOTING POWER
|
|
|||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
8
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SHARED VOTING POWER
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|
||||
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|
||||
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10,172,3084
|
|
|||
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|
||||
9
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SOLE DISPOSITIVE POWER
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|
||||
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|
||||
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-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
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|
||||
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|
10,172,3084
|
|
|||
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|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
10,172,3084
|
|
|||
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|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
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|
||||
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|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
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|
19.9%2
|
|
|||
|
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|
||||
14
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TYPE OF REPORTING PERSON (See Instructions)
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|
||||
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||||
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OO
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CUSIP NO.
|
453415309
|
SCHEDULE 13D
|
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|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
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|
|||
|
|
MSD PRIVATE CREDIT OPPORTUNITY (NON-ECI) FUND, LLC
|
|
|||
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|
|||
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
|
|
||||
|
|
|
|
|||
|
|
Delaware
|
|
|||
|
|
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
|
|||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
8
|
SHARED VOTING POWER
|
|
||||
|
|
|
||||
|
|
3,345,8825
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
3,345,8825
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
3,345,8825
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
19.9%2
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
OO
|
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|||
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Item 5.
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Interest in Securities of the Issuer
|
||||
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||
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Items 5(a) and (b):
|
||||
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|
||
|
A.
|
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MSD Partners, L.P.
|
||
|
|||||
|
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(a)
|
As of the date hereof, MSD Partners, L.P. beneficially owns, in aggregate, 17,592,253 Shares, representing 19.9% of the Issuer's outstanding Shares.6
|
|
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(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: 17,592,253
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 17,592,253
|
|
B.
|
|
MSD Credit Opportunity Master Fund, L.P.
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, MSD Credit Opportunity Master Fund, L.P. beneficially owns, in aggregate,
4,074,063 Shares, representing 19.9% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(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: 4,074,063
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 4,074,063
|
|
C.
|
|
MSD PCOF Partners LXXIII, LLC
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, MSD PCOF Partners LXXIII, LLC, LLC beneficially owns, in aggregate, 10,172,308 Shares, representing 19.9% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(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: 10,172,308
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 10,172,308
|
|
D.
|
|
MSD PRIVATE CREDIT OPPORTUNITY (NON-ECI) FUND, LLC
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, MSD PRIVATE CREDIT OPPORTUNITY (NON-ECI) FUND, LLC beneficially owns, in aggregate, 3,345,882 Shares, representing 19.9% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(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: 3,345,882
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 3,345,882
|
|
E.
|
|
MSD Partners (GP), LLC
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 17,592,253 Shares, representing 19.9% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(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: 17,592,253
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 17,592,253
|
|
F.
|
|
Brendan Rodgers
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, Brendan Rogers beneficially owns, in aggregate, 17,592,253 Shares, representing 19.9% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(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: 17,592,253
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 17,592,253
|
|
G.
|
|
Marc R. Lisker
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, Marc R. Lisker beneficially owns, in aggregate, 17,592,253 Shares, representing 19.9% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(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: 17,592,253
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 17,592,253
|
|
H.
|
|
John C. Phelan
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, John C. Phelan beneficially owns, in aggregate, 17,592,253 Shares, representing 19.9% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(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: 17,592,253
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 17,592,253
|
Item 7
|
|
Material to be filed as Exhibits
|
|
|
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
|
|
|
|
Joint Filing Agreement dated March 23, 2022
|
99.3 |
99.4 |
99.5 |
|
SIGNATURES
|
|
MSD Partners, L.P.
|
|
|
|
|
|
|
|
By:
|
MSD Partners (GP), LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
|
|
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MSD Credit Opportunity Master Fund, L.P.
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By:
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MSD Partners, L.P.
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Its:
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Investment Manager
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD PCOF Partners LXXIII, LLC
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By:
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MSD Partners, L.P.
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Its:
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Investment Manager
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD PRIVATE CREDIT OPPORTUNITY (NON-ECI) FUND, LLC
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By:
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MSD Partners, L.P.
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Its:
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Investment Manager
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By: |
MSD Partners (GP), LLC |
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Its: |
General Partner |
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD Partners, L.P.
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD Credit Opportunity Master Fund, L.P.
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By:
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MSD Partners, L.P.
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Its:
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Investment Manager
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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|
|
|
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By:
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/s/ Marc R. Lisker
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|
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Name:
|
Marc R. Lisker
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|
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Title:
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Manager
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MSD PCOF Partners LXXIII, LLC
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By:
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MSD Partners, L.P.
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Its:
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Investment Manager
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By:
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MSD Partners (GP), LLC
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|
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Its:
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General Partner
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|
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By:
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/s/ Marc R. Lisker
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|
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Name:
|
Marc R. Lisker
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|
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Title:
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Manager
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|
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MSD PRIVATE CREDIT OPPORTUNITY (NON-ECI) FUND, LLC
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|
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By:
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MSD Partners, L.P.
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Its:
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Investment Manager
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By: |
MSD Partners (GP), LLC |
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Its: |
General Partner |
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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