8-K

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): April 12, 2023

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers

On April 12, 2023, Daniel F. McNease notified Independence Contract Drilling, Inc. (the “Company”) of his decision to retire immediately from the Board of Directors for personal reasons. There were no disagreements between Mr. McNease and the Company or the Board of Directors. Mr. McNease served as Chairman of the Board and was a member of the Company’s Compensation Committee.

On April 12, 2023, the Board elected James G. Minmier to serve as Chairman of the Board. Mr. Minmier has served as a director of the Company since October 2018 and serves as Chairman of the Compensation Committee of the Board of Directors.

Effective April 17, 2023, Brian D. Berman was elected to the Board of Directors of the Company to fill the vacancy created by Mr. McNease’s retirement. Mr. Berman was appointed to the Company’s Board of Directors pursuant to the terms of the Investor’s Rights Agreement dated March 18, 2023, between the Company and Glendon Capital Management. Mr. Berman replaced Vincent J. Cebula as such designee of Glendon Capital Management, while in connection with Mr. McNease’s retirement, Mr. Cebula, an independent director of the Company, has been redesignated as a Company nominee not appointed under such Investor’s Rights Agreement.

Mr. Berman, age 55, is a founding partner of Glendon Capital Management and has served in such position since 2013. Prior to such time, Mr. Berman was a Managing Director of the Barclays Asset Management Group from 2006 until 2013 and served as a Managing Director at Oaktree Capital Management from 1996 to 2006. Prior to Oaktree, Mr. Berman was employed for one year at Tamkin Capital Partners in merchant banking and for five years at Wertheim Schroder & Co. Mr. Berman received a B.S.E. from The Wharton School of the University of Pennsylvania in 1989 and earned an M.B.A. from The UCLA Anderson School of Management in 1996.

A copy of the Company’s press release regarding the retirement of Mr. McNease and the appointment of Mr. Berman to the Company’s Board of Directors is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated April 17, 2023
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: April 17, 2023	By:	/s/ Philip A. Choyce
	Name:	Philip A. Choyce
	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Secretary

EX-99

Exhibit 99.1

Independence Contract Drilling, Inc. Announces the Retirement of Daniel F. McNease and Appointment of Brian D. Berman to the Board of Directors

HOUSTON, April 17, 2023 /PRNewswire/ -- Independence Contract Drilling, Inc. (the "Company" or "ICD") (NYSE: ICD) today announced that Daniel F. McNease has retired from the Company's Board of Directors, effectively immediately, for personal reasons. Mr. McNease served on the Company's Board of Directors since 2012 and served as Chairman of the Board since 2019. The Board has selected James G. Minmier to replace Mr. McNease as Chairman of the Board. Mr. Minmier has served as director of the Company since 2018. The Board has elected Brian D. Berman to the Board of Directors to fill the vacancy created by Mr. McNease's departure.

J. Anthony Gallegos, Jr., President and Chief Executive Officer stated, "On behalf of our Board and ICD's management team, we thank Danny for his service and longstanding commitment to the Company. His leadership and insight over the past 11 years through multiple market cycles has been invaluable to the Company. We are pleased to welcome Brian to our Board of Directors. ICD has positively transformed since exiting the pandemic with materially improved financial performance and a strengthening balance sheet, which we believe positions us to capitalize upon the emerging opportunities in front of us. We look forward to Brian's contributions to our future success."

Mr. McNease stated, "It has been an honor to work with Anthony and the rest of ICD's Board and management team over the past 11 years, and I regret I need to retire at this time. Today, ICD has never been stronger, and under Anthony's and the Board's leadership, ICD's future looks very bright. I look forward to watching their progress as a stockholder over the coming years."

About Brian D. Berman

Mr. Berman is a founding partner of Glendon Capital Management and has served in such position since 2013. Prior to such time, Mr. Berman was a Managing Director of the Barclays Asset Management Group from 2006 until 2013 and served as a Managing Director at Oaktree Capital Management from 1996 to 2006. Prior to Oaktree, Mr. Berman was employed for one year at Tamkin Capital Partners in merchant banking and for five years at Wertheim Schroder & Co. Mr. Berman received a B.S.E. from The Wharton School of the University of Pennsylvania in 1989 and earned an M.B.A. from The UCLA Anderson School of Management in 1996.

About Independence Contract Drilling, Inc.

Independence Contract Drilling provides land-based contract drilling services for oil and natural gas producers in the United States. The Company constructs, owns and operates a fleet of pad-optimal ShaleDriller rigs that are specifically engineered and designed to accelerate its clients' production profiles and cash flows from their most technically demanding and economically impactful oil and gas properties. For more information, visit www.icdrilling.com.

Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of the federal securities laws. Words such as "anticipated," "estimated," "expected," "planned," "scheduled," "targeted," "believes," "intends," "objectives," "projects," "strategies" and similar expressions are used to identify such forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements relating to Independence Contract Drilling's operations are based on a number of expectations or assumptions which have been used to develop such information and statements but which may prove to be incorrect. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, and there can be no assurance that actual outcomes and results will not differ materially from those expected by management of Independence Contract Drilling. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, please refer to the "Risk Factors" section of the Company's Annual Report on Form 10-K, filed with the SEC and the information included in subsequent amendments and other filings. These forward-looking statements are based on and include our expectations as of the date hereof. Independence Contract Drilling does not undertake any obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or which Independence Contract Drilling becomes aware of, after the date hereof.

INVESTOR CONTACTS:

Independence Contract Drilling, Inc.
E-mail inquiries to: Investor.relations@icdrilling.com
Phone inquiries: (281) 598-1211

XML

Document And Entity Information	Apr. 12, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 12, 2023
Entity Registrant Name	Independence Contract Drilling, Inc.
Entity Central Index Key	0001537028
Entity Emerging Growth Company	false
Securities Act File Number	001-36590
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	37-1653648
Entity Address, Address Line One	20475 State Highway 249
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77070
City Area Code	281
Local Phone Number	598-1230
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	ICD
Security Exchange Name	NYSE