Sec Form 13D Filing - MSD Partners L.P. @ Independence Contract Drilling Inc.

Sec Form 13D Filing - MSD Partners L.P. filing for Independence Contract Drilling Inc. (ICD) - 2022-12-21

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

INDEPENDENCE CONTRACT DRILLING, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

453415309

(CUSIP Number)

C. Alex Bahn

WilmerHale

1875 Pennsylvania Avenue, NW

Washington, DC 20006

202-663-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication)

December 19, 2022

(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 Rule 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).


CUSIPNO. 453415309		SCHEDULE 13D


1		NAMES OF REPORTING PERSONS MSD Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	See Item 5.

Includes (1) 1,954,794 shares of common stock beneficially owned, and (2) 867,542 shares of common stock underlying the Issuer’s Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026 (the “Notes”), assuming application of a 19.9% Restricted Ownership Percentage (as defined in this Schedule 13D/A). The Notes are currently convertible into shares of common stock at the option of the Reporting Persons at a conversion price of $4.51 per share.

The percentage used herein and in the rest of this Schedule 13D is calculated based upon (i) 13,617,005 shares of the Issuer’s common stock outstanding as of October 28, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 1, 2022, and (ii) 867,5421 shares of common stock issuable upon conversion of the Notes, which, due to the Restricted Ownership Percentage, is the maximum number of shares that could be received by the Reporting Persons upon conversion of the Notes.


CUSIPNO. 453415309		SCHEDULE 13D


1		NAMES OF REPORTING PERSONS MSD Credit Opportunity Master Fund, L.P.
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 Cayman Islands

*	See Item 5.

3	Includes (1) 622,911 shares of common stock beneficially owned and (2) 867,542 shares of common stock underlying the Notes assuming application of the 19.9% Restricted Ownership Percentage.


CUSIPNO. 453415309		SCHEDULE 13D


1		NAMES OF REPORTING PERSONS MSD PCOF Partners LXXIII, LLC
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

*	See Item 5.

4	Includes (1) 1,002,229 shares of common stock beneficially owned and (2) 867,542 shares of common stock underlying the Notes assuming application of the 19.9% Restricted Ownership Percentage.


CUSIPNO. 453415309		SCHEDULE 13D


1		NAMES OF REPORTING PERSONS MSD Private Credit Opportunity (NON-ECI) Fund, LLC
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

*	See Item 5.

5	Includes (1) 329,654 shares of common stock beneficially owned and (2) 867,542 shares of common stock underlying the Notes assuming application of the 19.9% Restricted Ownership Percentage.


CUSIPNO. 453415309		SCHEDULE 13D


1		NAMES OF REPORTING PERSONS MSD Capital, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	See Item 5.


CUSIPNO. 453415309		SCHEDULE 13D


1		NAMES OF REPORTING PERSONS MSD Energy Investments, L.P.
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

*	See Item 5.


CUSIPNO. 453415309		SCHEDULE 13D


1		NAMES OF REPORTING PERSONS Michael S. Dell
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

*	See Item 5.

Explanatory Note

This Amendment No. 7 (this “Amendment”) reflects changes to the information in the Schedule 13D relating to the common stock, par value $0.01 per share (the “Shares”) of Independence Contract Drilling, Inc., a Delaware corporation (the Issuer”) filed October 3, 2018, as amended by Amendment No. 1 filed December 14, 2020, Amendment No. 2 filed January 4, 2021, Amendment No. 3 filed June 9, 2021, Amendment No. 4 filed July 6, 2021, Amendment No. 5 filed March 23, 2022 and Amendment No. 6 filed April 7, 2022 by the Reporting Persons (as amended, the “Schedule 13D”).

Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. With the exception of the changes indicated below, the Schedule 13D is unchanged.

Item 4. Purpose of Transaction.

Item 4 is hereby supplemented as follows:

From December 13, 2022 through December 19, 2022, Master Fund sold 63,607 Shares and MSD Energy Investments sold 15,060 Shares in open market transactions. The Reporting Persons currently intend to sell additional Shares from time-to-time depending on market conditions, however, there is no assurance that the Reporting Persons will actually sell any additional Shares. Such sales may be in the open market, in privately negotiated transactions, or otherwise.

The Reporting Persons do not have any current plan or proposal that relates to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as otherwise described herein.

Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer’s financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate.

Item 5. Interest in Securities of the Issuer

Items 5(a) and (b):

MSD Partners, L.P.

(a)

As of the date hereof, MSD Partners, L.P. beneficially owns, in aggregate, 2,822,336 Shares, representing 19.5% 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: 2,822,336

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 2,822,336

MSD Credit Opportunity Master Fund, L.P.

(a)

As of the date hereof, MSD Credit Opportunity Master Fund, L.P. beneficially owns, in aggregate, 1,490,453 Shares, representing 10.3% 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: 1,490,453

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 1,490,453

MSD PCOF Partners LXXIII, LLC

(a)

As of the date hereof, MSD PCOF Partners LXXIII, LLC, beneficially owns, in aggregate, 1,869,771 Shares, representing 12.9% 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: 1,869,771

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 1,869,771

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, 1,197,196 Shares, representing 8.3% 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: 1,197,196

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 1,197,196

MSD Partners (GP), LLC

(a)

As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 2,822,336 Shares, representing 19.5% 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: 2,822,336

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 2,822,336

Brendan Rogers

(a)

As of the date hereof, Brendan Rogers beneficially owns, in aggregate, 2,822,336 Shares, representing 19.5% 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: 2,822,336

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 2,822,336

MSD Capital, L.P.

(a)

As of the date hereof, MSD Capital, L.P. beneficially owns, in aggregate, 60,089 Shares, representing 0.4% 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: 60,089

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 60,089

MSD Energy Investments, L.P.

(a)

As of the date hereof, MSD Energy Investments, L.P. beneficially owns, in aggregate, 60,089 Shares, representing 0.4% 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: 60,089

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 60,089

Michael S. Dell

(a)

As of the date hereof, Michael S. Dell beneficially owns, in aggregate, 60,089 Shares, representing 0.4% 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: 60,089

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 60,089

MSD Capital Management, LLC

(a)

As of the date hereof, MSD Capital Management, LLC beneficially owns, in aggregate, 60,089 Shares, representing 0.4% 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: 60,089

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 60,089

Marc R. Lisker

(a)

As of the date hereof, Marc R. Lisker beneficially owns, in aggregate, 2,882,425 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: 2,882,425

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 2,882,425

Gregg R. Lemkau

(a)

As of the date hereof, Gregg R. Lemkau beneficially owns, in aggregate, 2,882,425 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: 2,882,425

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 2,882,425

Includes shares of the Issuer’s common stock underlying the Notes held by the Reporting Persons, as specified on the cover pages of this Schedule 13D/A, after application of the Restricted Ownership Percentage. The percentage used herein and in the rest of this Schedule 13D is calculated based upon (i) 13,617,005 shares of the Issuer’s common stock outstanding as of October 28, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 1, 2022, and (ii) 867,542 shares of common stock issuable upon conversion of the Notes, which, due to the Restricted Ownership Percentage, is the maximum number of shares that could be received by the Reporting Persons upon conversion of the Notes.

Item 5(c):

The Reporting Persons engaged in the following open market sales in the prior sixty days:


Date	Reporting Person	Number of Shares	Price per Share
December 13, 2022	Master Fund	7,810	$3.20
December 13, 2022	MSD Energy Investments	1,849	$3.20
December 14, 2022	Master Fund	2,432	$3.14
December 14, 2022	MSD Energy Investments	576	$3.14
December 19, 2022	Master Fund	63,607	$3.02
December 19, 2022	MSD Energy Investments	15,060	$3.02

Item 5(d):

Not Applicable.

Item 5(e):

Not Applicable.

Item 7

Material to be filed as Exhibits


Exhibit		Description of Exhibit

99.1	Joint Filing Agreement dated December 21, 2022

99.2

Subscription Agreement, dated as of March 18, 2022, by and among Independence Contract Drilling, Inc., MSD PCOF Partners LXXIII, LLC, MSD Private Credit Opportunity (NON-ECI) Fund, LLC, MSD Credit Opportunity Master Fund, L.P. and Glendon Opportunities Fund II, L.P. (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on March 21, 2022).

99.3

Indenture, dated as of March 18, 2022, by and among Independence Contract Drilling, Inc., U.S. Bank Trust Company, National Association, as trustee and collateral agent, and Sidewinder Drilling LLC, as guarantor (incorporated herein by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on March 21, 2022).

99.4	Investor’s Rights Agreement, dated as of March 18, 2022, by and among Independence Contract Drilling, Inc. and MSD Partners, L.P. (incorporated herein by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the SEC on March 21, 2022).

99.5

Voting and Support Agreement, dated as of March 18, 2022, by and among Independence Contract Drilling, Inc., MSD Partners, L.P., MSD PCOF Partners LXXIII, LLC, MSD Private Credit Opportunity (NON-ECI) Fund, LLC, MSD Credit Opportunity Master Fund, L.P., Glendon Capital Management L.P., Glendon Opportunities Fund II, L.P., William Monroe and the directors and officers of Independence Contract Drilling, Inc. named therein (incorporated herein by reference to Exhibit 10.6 to the Issuer’s Current Report on Form 8-K, filed with the SEC on March 21, 2022).

99.6	Fee Letter, dated as of March 18, 2022, by and among Independence Contract Drilling, Inc., MSD Partners, L.P., and Glendon Capital Management L.P. (incorporated herein by reference to Exhibit 10.7 to the Issuer’s Current Report on Form 8-K, filed with the SEC on March 21, 2022).

SIGNATURES

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.

Dated: December 21, 2022


MSD Partners, L.P.

By:		MSD Partners (GP), LLC
Its:		General Partner

By:		/s/ Marc R. Lisker
Name:		Marc R. Lisker
Title:		Manager

MSD Credit Opportunity Master Fund, L.P.

By:		MSD Partners, L.P.
Its:		Investment Manager

By:		MSD Partners (GP), LLC
Its:		General Partner

By:		/s/ Marc R. Lisker
Name:		Marc R. Lisker
Title:		Manager

MSD PCOF Partners LXXIII, LLC

By:		MSD Partners, L.P.
Its:		Investment Manager

By:		MSD Partners (GP), LLC
Its:		General Partner

By:		/s/ Marc R. Lisker
Name:		Marc R. Lisker
Title:		Manager

MSD Private Credit Opportunity (NON-ECI) Fund, LLC

By:		MSD Partners, L.P.
Its:		Investment Manager

By:		MSD Partners (GP), LLC
Its:		General Partner

By:		/s/ Marc R. Lisker
Name:		Marc R. Lisker
Title:		Manager


MSD Capital, L.P.

By:		MSD Capital Management LLC
Its:		General Partner

By:		/s/ Marc R. Lisker
Name:		Marc R. Lisker
Title:		Manager

MSD Energy Investments, L.P.

By:		MSD Partners, L.P.
Its:		General Partner

By:		MSD Capital Management LLC
Its:		General Partner

By:		/s/ Marc R. Lisker
Name:		Marc R. Lisker
Title:		Manager

Michael S. Dell

By:		/s/ Marc R. Lisker
Name:		Marc R. Lisker
Title:		Attorney-in-Fact

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

-0-

SHARED VOTING POWER

2,822,336¹

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

2,822,336¹