UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment
No. 4)*
Independence Contract Drilling, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
453415309
(CUSIP Number)
Haig Maghakian
Glendon Capital Management LP
2425 Olympic Blvd., Suite 500E
Santa Monica, California 90404
Phone: 310-907-0450
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 5, 2024
(Date of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* 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.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Glendon Capital Management LP
46-1394333 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) ¨
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
|
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
1,672,354 |
| 8 |
SHARED VOTING POWER
|
| 9 |
SOLE DISPOSITIVE POWER
1,672,354 |
| 10 |
SHARED
DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,672,354 (*) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
9.9% (**) |
| 14 |
TYPE OF REPORTING PERSON
IA |
(*) Subject to the Section 16 Conversion
Blocker (as defined below), GCM may be deemed to beneficially own 20,526,855 shares of the Issuer’s Common Stock underlying the
$92,576,118 current principal balance of the Issuer’s Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026 (the “Notes”)
held by Glendon Opportunities Fund II, L.P., a private fund for which GCM acts as the investment manager (“G2”). The Notes
held by G2 are convertible into shares of Common Stock at the option of the holder at a conversion price of $4.51 per share. Pursuant
to the terms of the Notes, a holder of the Notes is not entitled to receive any shares of Common Stock upon conversion of any Notes held
by such holder, to the extent that such holder, together with such holder’s affiliates and any other person whose beneficial ownership
of Common Stock would be aggregated with such holder’s for the purposes of Section 13 or Section 16 of the Exchange Act
and the rules promulgated thereunder, as determined pursuant to the rules promulgated Section 13(d) of the Exchange
Act, would beneficially own a number of shares of Common Stock in excess of the Restricted Ownership Percentage (the “Section 16
Conversion Blocker”). The “Restricted Ownership Percentage” is 9.9% of the shares of Common Stock then issued and outstanding,
which percentage may be changed to 19.9% at a holder’s election upon 61 days’ notice to the Issuer.
(**) Percentage based on the sum of (a) 15,220,114
shares of the Issuer’s Common Stock outstanding as of August 2, 2024, as reported by the Issuer in the Form 10-Q for
the quarterly period ended June 30, 2024 as filed with the SEC on August 7, 2024, and (b) 1,672,354 shares of Common Stock
issuable upon conversion of certain of the Notes, which, due to the Restricted Ownership Percentage, is the maximum number of shares
that could be received by G2 upon conversion of the Notes.
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Christopher Sayer |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b)
¨
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
|
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE
VOTING POWER
|
| 8 |
SHARED VOTING POWER
1,672,354 |
| 9 |
SOLE
DISPOSITIVE POWER
|
| 10 |
SHARED DISPOSITIVE POWER
1,672,354 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,672,354 (*) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
9.9% (**) |
| 14 |
TYPE OF REPORTING PERSON
IN HC |
(*) Mr. Sayer is a partner and investment
committee member of Glendon Capital Management, LP ("GCM") and has been delegated authority by GCM to direct the voting and
disposition of shares of Common Stock held by G2 (as defined below). Subject to the Section 16 Conversion Blocker (as defined below),
GCM may also be deemed to beneficially own 20,526,855 shares of the Issuer’s Common Stock underlying the $92,576,118 current principal
balance of the Issuer’s Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026 (the “Notes”) held by Glendon
Opportunities Fund II, L.P., a private fund for which GCM acts as the investment manager (“G2”). The Notes held by G2 are
convertible into shares of Common Stock at the option of the holder at a conversion price of $4.51 per share. Pursuant to the terms of
the Notes, a holder of the Notes is not entitled to receive any shares of Common Stock upon conversion of any Notes held by such holder,
to the extent that such holder, together with such holder’s affiliates and any other person whose beneficial ownership of Common
Stock would be aggregated with such holder’s for the purposes of Section 13 or Section 16 of the Exchange Act and the
rules promulgated thereunder, as determined pursuant to the rules promulgated Section 13(d) of the Exchange Act,
would beneficially own a number of shares of Common Stock in excess of the Restricted Ownership Percentage (the “Section 16
Conversion Blocker”). The “Restricted Ownership Percentage” is 9.9% of the shares of Common Stock then issued and outstanding,
which percentage may be changed to 19.9% at a holder’s election upon 61 days’ notice to the Issuer.
(**) Percentage based on the sum of (a) 15,220,114
shares of the Issuer’s Common Stock outstanding as of August 2, 2024, as reported by the Issuer in the Form 10-Q for
the quarterly period ended June 30, 2024 as filed with the SEC on August 7, 2024, and (b) 1,672,354 shares of Common Stock
issuable upon conversion of certain of the Notes, which, due to the Restricted Ownership Percentage, is the maximum number of shares
that could be received by G2 upon conversion of the Notes.
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Glendon Opportunities Fund II, L.P.
82-1515613 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b)
¨
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
|
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
1,672,354 |
| 8 |
SHARED
VOTING POWER
|
| 9 |
SOLE DISPOSITIVE POWER
1,672,354 |
| 10 |
SHARED
DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,672,354 (*) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
9.9 % (**) |
| 14 |
TYPE OF REPORTING PERSON
PN |
(*) Subject to the Section 16 Conversion
Blocker (as defined below), Glendon Opportunities Fund II, L.P. (“G2”) beneficially own 20,526,855 shares of the Issuer’s
Common Stock underlying the $92,576,118 current principal balance of the Issuer’s Floating Rate Convertible Senior Secured PIK
Toggle Notes due 2026 (the “Notes”). The Notes held by G2 are convertible into shares of Common Stock at the option of the
holder at a conversion price of $4.51 per share. Pursuant to the terms of the Notes, a holder of the Notes is not entitled to receive
any shares of Common Stock upon conversion of any Notes held by such holder, to the extent that such holder, together with such holder’s
affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with such holder’s for the purposes
of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder, as determined pursuant to the rules promulgated
Section 13(d) of the Exchange Act, would beneficially own a number of shares of Common Stock in excess of the Restricted Ownership
Percentage (the “Section 16 Conversion Blocker”). The “Restricted Ownership Percentage” is 9.9% of the shares
of Common Stock then issued and outstanding, which percentage may be changed to 19.9% at a holder’s election upon 61 days’
notice to the Issuer.
(**) Percentage based on the sum of (a) 15,220,114
shares of the Issuer’s Common Stock outstanding as of August 2, 2024, as reported by the Issuer in the Form 10-Q for
the quarterly period ended June 30, 2024 as filed with the SEC on August 7, 2024, and (b) 1,672,354 shares of Common Stock
issuable upon conversion of certain of the Notes, which, due to the Restricted Ownership Percentage, is the maximum number of shares
that could be received by G2 upon conversion of the Notes.
| Item 1. | Security and Issuer |
Explanatory
Note: This Amendment No. 4 amends and supplements certain items of the Schedule 13D, filed by the Reporting Entities on March 28,
2022, which was previously amended and restated by that Amendment No.1 to the Schedule 13D filed with the SEC on April 19, 2023,
that Amendment No. 2 to the Schedule 13D filed with the SEC on August 18, 2023, and that Amendment No. 3 to the Schedule
13D filed with the SEC on July 10, 2024 (collectively, the “Prior Schedule 13D”), in order to report the Reporting
Entities’ shares of the common stock, $0.01 par value per share (“Common Stock”), of Independence Contract Drilling, Inc.,
a Delaware corporation (the “Issuer”). This Amendment No. 4 reflects a material update to the purpose of the Reporting
Persons with respect to the securities of the Issuer since Amendment No. 3. Capitalized terms used but not defined in this Amendment
No. 4 shall have the meanings set forth in the Prior Schedule 13D. Except as specifically amended by this Amendment No. 4,
the Prior Schedule 13D is unchanged.
This statement on Schedule 13D (this
“Schedule 13D”) relates to the Common Stock of the Issuer. The principal executive offices of the Issuer are located at 20475
State Highway 249, Suite 300, Houston, TX 77070.
| Item 4. | Purpose of Transaction |
Item 4 of the Prior Schedule 13D is
hereby amended and supplemented by adding the following paragraph immediately before the last paragraph of Item 4:
Effective as of September 5, 2024,
Brian D. Berman resigned from his position as a member of the Issuer’s Board of Directors upon written notice to the Issuer’s
Board of Directors and management. Mr. Berman’s resignation was not the result of any disagreement with the Issuer regarding
its operations, policies, or practices.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Prior Schedule 13D is
hereby amended and restated in its entirety as follows:
| (a) | Amount beneficially owned: |
GCM – 1,672,354 (*)
Christopher Sayer - 1,672,354 (*)
G2 – 1,672,354 (*)
Percent of class:
GCM – 9.9% (**)
Christopher Sayer - 9.9% (**)
G2 – 9.9% (**)
| (b) | Number of shares as to which GCM has: |
| (i) | Sole
power to vote or to direct the vote: 1,672,354 (*) |
| (ii) | Shared
power to vote or to direct the vote: 0 |
| (iii) | Sole
power to dispose or to direct the disposition of: 1,672,354 (*) |
| (iv) | Shared
power to dispose or to direct the disposition of: 0 |
Number of shares as to which Christopher
Sayer has:
| (i) | Sole
power to vote or to direct the vote: 0 |
| (ii) | Shared
power to vote or to direct the vote: 1,672,354 (*) |
| (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| (iv) | Shared
power to dispose or to direct the disposition of: 1,672,354 (*) |
Number of shares as to which G2 has:
| (i) | Sole
power to vote or to direct the vote: 1,672,354 (*) |
| (ii) | Shared
power to vote or to direct the vote: 0 |
| (iii) | Sole
power to dispose or to direct the disposition of: 1,672,354 (*) |
| (iv) | Shared
power to dispose or to direct the disposition of: 0 |
(*) Subject to
the Section 16 Conversion Blocker, GCM may also be deemed to beneficially own 20,526,855 shares underlying the Notes held by G2,
which are convertible into shares of Common Stock at the option of the holder at a conversion price of $4.51 per share. Pursuant to the
terms of the Notes, a holder of the Notes is not entitled to receive any shares of Common Stock upon conversion of any Notes held by
such holder to the extent that the Section 16 Conversion Blocker applies.
(**) Percentage
based on the sum of (a) 15,220,114 shares of the Issuer’s Common Stock outstanding as of August 2, 2024, as reported
by the Issuer in the Form 10-Q for the quarterly period ended June 30, 2024 as filed with the SEC on August 7, 2024, and
(b) 1,672,354 shares of Common Stock issuable upon conversion of certain of the Notes held by G2, which, due to the Restricted Ownership
Percentage, is the maximum number of shares that could be received by G2 upon conversion of the Notes.
| (c) | No transactions have been effected by
the Reporting Persons during the past sixty days. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
| |
Glendon Capital Management, LP |
| |
|
| September 9, 2024 |
By: |
/s/ Haig Maghakian |
| |
|
Chief Compliance Officer / General Counsel |
| |
|
| September 9, 2024 |
By: |
/s/ Christopher Sayer |
| |
|
Individual |
| |
|
| |
Glendon Opportunities Fund II,
L.P. |
| |
|
| September 9, 2024 |
By: |
/s/ Haig Maghakian |
| |
|
Glendon Capital Associates II, LLC its General
Partner |
The original statement shall be signed by each
person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his
authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
Footnotes:
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Independence Contract Dr... (QX) (USOTC:ICDI)
Historical Stock Chart
Von Okt 2024 bis Nov 2024
Independence Contract Dr... (QX) (USOTC:ICDI)
Historical Stock Chart
Von Nov 2023 bis Nov 2024
