Independence Contract Drilling, Inc. Sample Contracts

Independence Contract Drilling, Inc. – Independence Contract Drilling, Inc. Reports Financial Results For The Fourth Quarter And Year Ended December 31, 2018 (March 1st, 2019)

HOUSTON, March 1, 2019 /PRNewswire/ -- Independence Contract Drilling, Inc. (the "Company") (NYSE: ICD) today reported financial results for the three and twelve months ended December 31, 2018.

Independence Contract Drilling, Inc. – CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (the “Agreement ”), made and entered into effective as of December 26, 2018 (the “Effective Date ”), by and between Independence Contract Drilling, Inc., a Delaware corporation (the “Company ”), and Bruce Humpheries (“Executive ”). WHEREAS , the Company and Executive desire to enter into an agreement regarding their respective rights and obligations in connection with a Change of Control during the Term of this Agreement; THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, th (December 28th, 2018)
Independence Contract Drilling, Inc. – INDEPENDENCE CONTRACT DRILLING BOARD OF DIRECTORS CONSENT PURSUANT TO TERMS OF STOCKHOLDERS AGREEMENT HOUSTON, TEXAS, December 24, 2018 / PRNewswire/ – INDEPENDENCE CONTRACT DRILLING, INC. (the “Company”) (NYSE: ICD) today reported that its Board of Directors (the “Board”) has consented to the acquisition by MSD Credit Opportunity Master Fund, MSD Credit Opportunity Fund X, LLC and MSD Energy Investments, L.P. (the “MSD Parties”) of up to an additional 2.5 million shares of the Company’s common stock from third parties in the open market or through privately-negotiated transactions. Any such a (December 28th, 2018)
Independence Contract Drilling, Inc. – CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (the “Agreement ”), made and entered into effective as of December 26, 2018 (the “Effective Date ”), by and between Independence Contract Drilling, Inc., a Delaware corporation (the “Company ”), and Travis Fitts (“Executive ”). WHEREAS , the Company and Executive desire to enter into an agreement regarding their respective rights and obligations in connection with a Change of Control during the Term of this Agreement; THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Co (December 28th, 2018)
Independence Contract Drilling, Inc. – AMENDED AND RESTATED INDEPENDENCE CONTRACT DRILLING, INC. 2012 OMNIBUS INCENTIVE PLAN FORM OF FIVE-YEAR RESTRICTED STOCK AWARD AGREEMENT This RESTRICTED STOCK AWARD AGREEMENT (this “ Agreement ”) is made by and between Independence Contract Drilling, Inc., a Delaware corporation (the “ Company ”), and ______________ (the “ Grantee ”) effective as of ________, 20__ (the “ Grant Date ”), pursuant to the Amended and Restated Independence Contract Drilling, Inc. 2012 Omnibus Incentive Plan, as amended (the “ Plan ”), a copy of which previously has been made available to the Grantee and the terms a (December 28th, 2018)
Independence Contract Drilling, Inc. – Independence Contract Drilling, Inc. Reports Financial Results For The Third Quarter Ended September 30, 2018 (November 6th, 2018)

HOUSTON, Nov. 6, 2018 /PRNewswire/ -- Independence Contract Drilling, Inc. (the "Company") (NYSE: ICD) today reported financial results for the three months ended September 30, 2018.

Independence Contract Drilling, Inc. – SIDEWINDER DRILLING LLC CONDENSED BALANCE SHEET (in thousands) (UNAUDITED) (November 6th, 2018)
Independence Contract Drilling, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (November 6th, 2018)

On July 18, 2018, we entered into a definitive merger agreement (the “Merger Agreement”) with Patriot Saratoga Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and Sidewinder Drilling LLC, a Delaware limited liability company (“Sidewinder”), pursuant to which Merger Sub merged with and into Sidewinder (the “Merger”) and we acquired all of the outstanding equity interests in Sidewinder on October 1, 2018.

Independence Contract Drilling, Inc. – CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and Issuing Bank, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger and Bookrunner, THE LENDERS PARTY HERETO, as Lenders, INDEPENDENCE CONTRACT DRILLING, INC. ICD OPERATING LLC PATRIOT SARATOGA MERGER SUB, LLC, as Borrower THE OTHER PARTIES HERETO, as Guarantors, Dated as of October 1, 2018 (October 2nd, 2018)

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 1, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (“Parent”), as lead borrower for the Borrowers referenced below (in such capacity, together with its successors and assigns in such capacity, “Lead Borrower”), PATRIOT SARATOGA MERGER SUB, LLC, Delaware limited liability company (“Merger Sub”), ICD OPERATING LLC, a Delaware limited liability company formerly known as Sidewinder Drilling LLC (“ICD Operating”) and the other Affiliates of Parent party hereto fr

Independence Contract Drilling, Inc. – CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INDEPENDENCE CONTRACT DRILLING, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) (October 2nd, 2018)

Independence Contract Drilling, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”),

Independence Contract Drilling, Inc. – CREDIT AGREEMENT by and among INDEPENDENCE CONTRACT DRILLING, INC., and PATRIOT SARATOGA MERGER SUB, LLC, each as an initial Borrower, and following the consummation of the Merger, INDEPENDENCE CONTRACT DRILLING, INC., and ICD OPERATING LLC, each as a Borrower, and THE LENDERS FROM TIME TO TIME PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Agent Dated as of October 1, 2018 (October 2nd, 2018)

THIS CREDIT AGREEMENT, is entered into as of October 1, 2018 by and among INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (“ICD”), and, initially, PATRIOT SARATOGA MERGER SUB, LLC, a Delaware limited liability company (“Merger Sub”), and, following consummation of the Merger (as defined below), ICD OPERATING LLC, a Delaware limited liability company (as successor by merger to Merger Sub) (“ICD Operating”; ICD, together with Merger Sub and/or ICD Operating, as the context requires, each a “Borrower”, and collectively, the “Borrowers”), the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), and U.S. BANK NATIONAL ASSOCIATION, as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, “Agent”).

Independence Contract Drilling, Inc. – AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT OF INDEPENDENCE CONTRACT DRILLING, INC. Dated as of October 1, 2018 (October 2nd, 2018)

This Amended and Restated Stockholders’ Agreement, dated as of October 1, 2018 (as it may be amended from time to time, this “Agreement”), is made by and between Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), and each of the Persons named on Schedule I (the “Member Parties”).

Independence Contract Drilling, Inc. – INDEPENDENCE CONTRACT DRILLING, INC. AND UMB BANK, NATIONAL ASSOCIATION Trustee INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES (September 4th, 2018)

INDENTURE, dated as of                 , 20 , among INDEPENDENCE CONTRACT DRILLING, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), the Guarantors (as defined hereinafter) and UMB BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

Independence Contract Drilling, Inc. – INDEPENDENCE CONTRACT DRILLING, INC. AND UMB BANK, NATIONAL ASSOCIATION Trustee INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES (September 4th, 2018)

INDENTURE, dated as of                             , 20      , among INDEPENDENCE CONTRACT DRILLING, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), the Guarantors (as defined hereinafter) and UMB BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

Independence Contract Drilling, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (August 16th, 2018)

On July 18, 2018, Independence Contract Drilling, Inc. (the “Company” or “ICD”), Patriot Saratoga Merger Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), Sidewinder Drilling LLC (“Sidewinder”) and MSD Credit Opportunity Master Fund, L.P., as Members’ Representative, entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into Sidewinder (the “Merger”), with Sidewinder surviving the merger and becoming a wholly owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, Sidewinder Series A members will receive 36,752,657 shares of the Company’s common stock (the “Specified Parent Common Stock”) in exchange for 100% of the outstanding member units of Sidewinder. The Merger will be accounted for using the acquisition method of accounting with the Company identified as the accounting acquirer.

Independence Contract Drilling, Inc. – SIDEWINDER DRILLING LLC CONDENSED BALANCE SHEET (in thousands) (August 16th, 2018)
Independence Contract Drilling, Inc. – [ICD] Independence Contract Drilling, Inc., Second Quarter 2018 Financial Results Conference Call Thursday, August 02, 2018, 12:00 Eastern Officers Philip Choyce; EVP, CFO Byron Dunn; President, CEO Analysts Connor Lynagh; Morgan Stanley Kurt Hallead; RBC Taylor Zurcher; Tudor, Pickering, Holt Ryan Pfingst; B. Riley FBR Daniel Burke; Johnson Rice Presentation Operator: Good day, and welcome to the Independence Contract Drilling Second Quarter 2018 Financial Results Conference Call. (Operator Instructions) Please also note today's event is being recorded. I would now like to turn the conference (August 3rd, 2018)
Independence Contract Drilling, Inc. – Independence Contract Drilling, Inc. Reports Financial Results For The Second Quarter Ended June 30, 2018 (August 2nd, 2018)

HOUSTON, Aug. 2, 2018 /PRNewswire/ -- Independence Contract Drilling, Inc. (the "Company") (NYSE: ICD) today reported financial results for the three months ended June 30, 2018.

Independence Contract Drilling, Inc. – Independent Auditor’s Report (July 31st, 2018)

We have audited the accompanying financial statements of Sidewinder Drilling LLC (the Company), which comprise the balance sheets as of December 31, 2017 and 2016, the related statements of operations, members’ equity, and cash flows for the period February 15, 2017 through December 31, 2017 (successor), the related statements of operations, stockholders’ equity (deficit) and cash flows for the period January 1, 2017 through February 15, 2017 (predecessor) and the year ended December 31, 2016 and the related notes to the financial statements.

Independence Contract Drilling, Inc. – Consent of Independent Auditors (July 31st, 2018)
Independence Contract Drilling, Inc. – Successor Predecessor Three months ended March 31, 2018 Period from February 15 to March 31, 2017 Period from January 1 through February 15, 2017 OPERATING REVENUE Contract drilling revenue $ 23,835 $ 8,428 $ 7,362 Other operating revenue 4,226 2,928 930 TOTAL OPERATING REVENUE 28,061 11,356 8,292 OPERATING COSTS AND EXPENSES Operating and maintenance 22,226 9,189 9,641 Selling, general and administrative 2,433 1,824 8,119 Depreciation and amortization 4,863 2,957 4,748 Impairment charge 2,325 — — Net gain on asset disposals (783 ) (20 ) (3 ) TOTAL COSTS AND EXPENSES 31,064 13,950 22,505 OPERA (July 31st, 2018)
Independence Contract Drilling, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (July 31st, 2018)

On July 18, 2018, Independence Contract Drilling, Inc. (the “Company” or “ICD”), Patriot Saratoga Merger Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), Sidewinder Drilling, LLC (“Sidewinder”) and MSD Credit Opportunity Master Fund, L.P., as Members’ Representative, entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into Sidewinder (the “Merger”), with Sidewinder surviving the merger and becoming a wholly owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, Sidewinder Series A members will receive 36,752,657 shares of the Company’s common stock (the “Specified Parent Common Stock”) in exchange for 100% of the outstanding member units of Sidewinder. The Merger will be accounted for using the acquisition method of accounting with the Company identified as the accounting acquirer.

Independence Contract Drilling, Inc. – INDEPENDENCE CONTRACT DRILLING, INC. AND SIDEWINDER DRILLING, LLC ANNOUNCE STRATEGIC BUSINESS COMBINATION HOUSTON, TEXAS, July 19, 2018 / PRNewswire/ – Independence Contract Drilling, Inc. (NYSE: ICD) (“ICD”) and Sidewinder Drilling, LLC (“Sidewinder”) today jointly announced their entry into a definitive merger agreement pursuant to which ICD will acquire all of the outstanding equity interests in Sidewinder. The merger will combine two highly complementary pad-optimal drilling fleets and operations focused in the Permian Basin, Haynesville region and other basins in Texas and its contiguous (July 19th, 2018)
Independence Contract Drilling, Inc. – statement to be filed by the Parent with the SEC relating to the Transactions (including any proxy supplement thereto, the “Proxy Statement”), and (d) against the following actions or proposals: (i) any Parent Acquisition Proposal, (ii) any proposal in opposition to approval of the Share Issuance or the Merger Agreement or in competition with or inconsistent with the Merger Agreement, in each case, regardless of the terms thereof or (iii) (A) any change in the present capitalization of the Parent or any amendment of the certificate of incorporation or bylaws of the Parent; (B) any change in th (July 19th, 2018)
Independence Contract Drilling, Inc. – INDEPENDENCE CONTRACT DRILLING, INC. AND SIDEWINDER DRILLING, LLC ANNOUNCE STRATEGIC BUSINESS COMBINATION HOUSTON, TEXAS, July 19, 2018 / PRNewswire/ – Independence Contract Drilling, Inc. (NYSE: ICD) (“ICD”) and Sidewinder Drilling, LLC (“Sidewinder”) today jointly announced their entry into a definitive merger agreement pursuant to which ICD will acquire all of the outstanding equity interests in Sidewinder. The merger will combine two highly complementary pad-optimal drilling fleets and operations focused in the Permian Basin, Haynesville region and other basins in Texas and its contiguous (July 19th, 2018)
Independence Contract Drilling, Inc. – EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among INDEPENDENCE CONTRACT DRILLING, INC., PATRIOT SARATOGA MERGER SUB, LLC, SIDEWINDER DRILLING LLC, and MSD Credit Opportunity Master Fund, L.P., in its capacity as Members’ Representative, Dated as of July 18, 2018 DB1/ 97944280.20 (July 19th, 2018)
Independence Contract Drilling, Inc. – EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among INDEPENDENCE CONTRACT DRILLING, INC., PATRIOT SARATOGA MERGER SUB, LLC, SIDEWINDER DRILLING LLC, and MSD Credit Opportunity Master Fund, L.P., in its capacity as Members’ Representative, Dated as of July 18, 2018 DB1/ 97944280.20 (July 19th, 2018)
Independence Contract Drilling, Inc. – Independence Contract Drilling and Sidewinder Drilling to Combine July 19, 2018 www.icdrilling.com (July 19th, 2018)
Independence Contract Drilling, Inc. – From: Byron Dunn Sent: Thursday, July 19, 2018 7:43 AM To: 1All Employees <1allemployees@icdrilling.com> Subject: Sidewinder Announcement Fellow ICD Employees, Earlier this morning, we issued a press release announcing that we have entered into definitive agreements to acquire and combine with Sidewinder Drilling. A copy of the press release is attached to this email. This is very exciting for our company. In six years, we have collectively built ICD into a great company, and we are hitting on all cylinders. Our operations and financial condition have never been in better shape. This acquisiti (July 19th, 2018)
Independence Contract Drilling, Inc. – Chief Executive Officer reporting to the Board and (B) Executive’s services shall be performed at the Company’s executive offices in Houston, Texas or other locations less than 50 miles from such location. (b) During the Employment Term and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote the substantial portion of his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder or the Board, to use Executive’s r (July 19th, 2018)
Independence Contract Drilling, Inc. – Independence Contract Drilling, Inc. Announces Strategic Combination with Sidewinder Drilling, LLC Thursday, July 19, 2018, 10amET Company Representatives: Philip Choyce, Executive Vice President and Chief Financial Officer Byron Dunn, President and Chief Executive Officer Analysts Daniel Burke; Johnson Rice Kurt Hallead; RBC Capital Markets Taylor Zurcher; Tudor, Pickering, Holt & Co. Mark Bianchi; Cowen Tom Curran; B. Riley FBR Presentation Operator: Good day, and welcome to the Independence Contract Drilling, Inc. Announces Strategic Combination with Sidewinder Drilling, LLC, conference cal (July 19th, 2018)
Independence Contract Drilling, Inc. – Chief Executive Officer reporting to the Board and (B) Executive’s services shall be performed at the Company’s executive offices in Houston, Texas or other locations less than 50 miles from such location. (b) During the Employment Term and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote the substantial portion of his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder or the Board, to use Executive’s r (July 19th, 2018)
Independence Contract Drilling, Inc. – Chief Executive Officer reporting to the Board and (B) Executive’s services shall be performed at the Company’s executive offices in Houston, Texas or other locations less than 50 miles from such location. (b) During the Employment Term and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote the substantial portion of his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder or the Board, to use Executive’s r (July 19th, 2018)
Independence Contract Drilling, Inc. – EXECUTION VERSION STOCKHOLDERS’ AGREEMENT OF INDEPENDENCE CONTRACT DRILLING, INC. Dated as of July 18, 2018 1 DB1/ 97884447.26 (July 19th, 2018)
Independence Contract Drilling, Inc. – statement to be filed by the Parent with the SEC relating to the Transactions (including any proxy supplement thereto, the “Proxy Statement”), and (d) against the following actions or proposals: (i) any Parent Acquisition Proposal, (ii) any proposal in opposition to approval of the Share Issuance or the Merger Agreement or in competition with or inconsistent with the Merger Agreement, in each case, regardless of the terms thereof or (iii) (A) any change in the present capitalization of the Parent or any amendment of the certificate of incorporation or bylaws of the Parent; (B) any change in th (July 19th, 2018)