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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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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 c/o Glendon Capital Management LP, 2425 Olympic Blvd., Suite 500E Santa Monica, CA, 90404 310-907-0450 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/17/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 453415309 |
| 1 |
Name of reporting person
Glendon Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 453415309 |
| 1 |
Name of reporting person
Christopher Sayer | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
<
br>
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| CUSIP No. | 453415309 |
| 1 |
Name of reporting person
Glendon Opportunities Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share | |
| (b) | Name of Issuer:
Independence Contract Drilling, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
20475 State Highway 249, Suite 300, Houston,
TEXAS
, 77070. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 7 amends and supplements certain items of the Schedule 13D, filed by the Glendon Capital Management LP ("GCM"), Christopher Sayer and Glendon Opportunities Fund II, L.P. ("G2" and collectively with GCM and Mr. Sayer, the "Reporting Persons") on March 29, 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, that Amendment No. 3 to the Schedule 13D filed with the SEC on July 10, 2024, that Amendment No. 4 to the Schedule 13D filed with the SEC on September 9, 2024, that Amendment No. 5 to the Schedule 13D filed with the SEC on November 27, 2024, and that Amendment No. 6 to the Schedule 13D filed with the SEC on December 6, 2024 (collectively, the "Prior Schedule 13D"), in order to report the Reporting Persons' 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. 7 reflects a material update to the purpose and contracts of the Reporting Persons with respect to the securities of the Issuer since Amendment No. 6. Capitalized terms used but not defined in this Amendment No. 7 shall have the meanings set forth in the Prior Schedule 13D. Except as specifically amended by this Amendment No. 7, the Prior Schedule 13D is unchanged. | ||
| 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:Cancellation of Convertible NotesOn January 9, 2025, the Bankruptcy Court entered its order confirming the Reorganization Plan. On January 17, 2025 (the "Effective Date"), the Reorganization Plan became effective and the Issuer emerged from chapter 11 bankruptcy ("Reorganized ICD"). Pursuant to the Reorganization Plan, and in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided by Section 1145 of the Bankruptcy Code, 100% of the Notes were cancelled and the holders of the Notes, including G2, received their pro rata share of (i) 100% of the common stock of Reorganized ICD authorized to be issued and outstanding on or after the Effective Date (the "New Common Stock"), subject to dilution on account of any equity issued pursuant to the Management Incentive Plan (as defined in the Reorganization Plan), and (ii) on account of the additional Notes issued pursuant to the Accordion Facility, $7.5 million, plus the amount of accrued and unpaid interest on such additional Notes, in principal amount of loans issued under Reorganized ICD's Exit Term Loan Facility (as defined in the Reorganization Plan). In particular, G2 received approximately 49.9% of the shares of the New Common Stock in exchange for the cancellation of its Notes. From and after the Effective Date, Reorganized ICD intends to operate as a private company and expects to de-register its existing equity securities, and terminate its reporting obligations, under the Exchange Act of 1934, as amended. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows:Amount beneficially owned:GCM - 0Christopher Sayer - 0G2 - 0Percent of class:GCM - 0.0%Christopher Sayer - 0.0%G2 - 0.0% | |
| (b) | Item 5(b) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows:Number of shares as to which GCM has:(i) Sole power to vote or to direct the vote: 0(ii) Shared power to vote or to direct the vote: 0(iii) Sole power to dispose or to direct the disposition of: 0(iv) Shared power to dispose or to direct the disposition of: 0Number 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: 0(iii) Sole power to dispose or to direct the disposition of: 0(iv) Shared power to dispose or to direct the disposition of: 0Number of shares as to which G2 has:(i) Sole power to vote or to direct the vote: 0(ii) Shared power to vote or to direct the vote: 0(iii) Sole power to dispose or to direct the disposition of: 0(iv) Shared power to dispose or to direct the disposition of: 0 | |
| (c) | Except for the cancellation of the Notes described in Item 4, no transactions have been effected by the Reporting Persons in the Issuer's Common Stock during the past sixty days | |
| (d) | Not applicable. | |
| (e) | On January 17, 2025, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the class of the Issuer's securities. | |
| 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.
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