UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
Item 1.01 Entry into a Material Definitive Agreement
On February 24, 2023, Independence Contract Drilling, Inc. (the “Company”) entered into a Second Supplemental Indenture, dated February 24, 2023 (the “Second Supplemental Indenture), by and among the Company, the Guarantor party thereto, and U.S. Bank Trust Company National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), to that certain Indenture, dated March 18, 2022 (as amended by the First Supplemental Indenture, dated July 21, 2022, the “Indenture”), relating to the Company’s Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026.
The Second Supplemental Indenture (i) amends the Indenture to permit notice communications to a noteholder to be provided electronically at the election of a noteholder, (ii) amends the definition of “Redemption Multiplier” with respect to any Redemption Date from 1.04 to 1.08 and (iii) amends Section 3.08 and Schedule 3.08 of the Indenture to clarify procedures and obligations with respect to the information sharing requirements under the Indenture.
The Second Supplemental Indenture was entered into in connection with a consent from the Required Holders regarding an increase in the Capex Adjustment under the Indenture for fiscal year 2023 in an amount equal to $16,850,000. Such consent was given pursuant to Section 3.39 of the Indenture and relates to capital expenditures committed to during 2023 for (i) planned maintenance capital expenditures and other miscellaneous items, (ii) tubular purchases and modifications, and (iii) completion costs relating to reactivation of the Company’s 21st drilling rig.
The foregoing summary description of the Second Supplemental Indenture is subject to and qualified in its entirety by reference to the Second Supplemental Indenture, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits |
Exhibit |
| Description |
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: February 24, 2023 | By: | /s/ Philip A. Choyce | ||
Name: | Philip A. Choyce | |||
Title: | Executive Vice President, Chief Financial Officer, Treasurer and Secretary | |||