SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2021
Independence Contract Drilling, Inc.
(Exact name of registrant as specified in its charter)
| || ||Delaware|| ||001-36590||37-1653648|| || |
| ||(State or other jurisdiction|
20475 State Highway 249, Suite 300
Houston, TX 77070
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(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.
Equity Distribution Agreement
On June 5, 2020, Independence Contract Drilling, Inc. (the “Company”) entered into an equity distribution agreement (the “Agreement”) with Piper Sandler & Co. (the “Agent”). Pursuant to the Agreement, the Company from time to time may offer and sell through the Agent 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 June 5, 2020, the Company issued and sold approximately $11.0 million in shares of common stock during 2020. 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 $2.2 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”).
The Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agent, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. Under the terms of the Agreement, the Company will pay the Agent a commission equal to 3% of the gross sales price of the Shares sold.
The Company plans to use the net proceeds from any sales pursuant to the Agreement, after deducting the Agent’s commissions and the Company’s offering expenses, for general corporate purposes, which may include, among other things, repayment of indebtedness and capital expenditures.
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 333-227185), which was declared effective by the Securities and Exchange Commission on September 12, 2018, 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, and incorporated by reference herein. A legal opinion related to the issuance and sale of the Shares is filed herewith as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
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: March 8, 2021|| || ||By:|| ||/s/ Philip A. Choyce|
| || ||Name:|| ||Philip A. Choyce|
| || ||Title:|| ||Executive Vice President, Chief Financial Officer, Treasurer and Secretary|