Item 8.01 Other Events
On July 18, 2018, Independence Contract Drilling, Inc. (the Company) entered into an Agreement and Plan of Merger, dated as of
July 18, 2018 (the Merger Agreement), by and among the Company, Patriot Saratoga Merger Sub, LLC (Merger Sub), and Sidewinder Drilling LLC (Sidewinder or Successor). Pursuant to the Merger
Agreement, the Company will acquire Sidewinder in a transaction in which Merger Sub will merge with and into Sidewinder, with Sidewinder surviving as a wholly owned subsidiary of the Company (the Merger). A copy of the Merger Agreement
is filed as an exhibit to the Companys Current Report on Form
8-K
filed with the Securities and Exchange Commission (the SEC) on July 19, 2018.
The Company has previously set the close of business on August 20, 2018 as the record date (the Record Date) for stockholders
entitled to notice of and to vote at a special meeting of stockholders (including any adjournments thereof, the Special Meeting), which meeting will be held at the offices of the Company at 11601 N. Galayda Street, Houston, Texas on
October 1, 2018 at 9:00 a.m. local time. In connection with the Special Meeting, the Company intends to file with the SEC and mail a definitive proxy statement as soon as practicable after the Record Date.
In connection with the Merger, the Company is filing herewith (i) the pro forma financial statements as Exhibit 99.1 and (ii) the
unaudited interim financial statements of Sidewinder (and, for periods prior to February 15, 2017, its predecessor, Sidewinder Drilling Inc. (Predecessor)) as Exhibit 99.2.
Cautionary Statement Regarding Forward Looking Statements
This Form
8-K
may contain or incorporate by reference statements or information that are, include or
are based on forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations, intentions, beliefs or forecasts of future events or
otherwise for the future, and can be identified by the fact that they relate to future actions, performance or results rather than relating strictly to historical or current facts. Words such as believe(s), goal(s),
target(s), estimate(s), anticipate(s), forecast(s), project(s), plan(s), intend(s), expect(s), might, may, could and
variations of such words and other words and expressions of similar meaning are intended to identify such forward-looking statements. However, the absence of such words or other words and expressions of similar meaning does not mean that a statement
is not forward-looking.
Any or all forward-looking statements may turn out to be wrong, and, accordingly, readers are cautioned not to
place undue reliance on such statements. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict, and are not guarantees or assurances of future performance. No assurances can be given that the results
and financial condition contemplated in any forward-looking statements will be achieved or will be achieved on any particular timetable. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict, and can be
affected by inaccurate assumptions or by known or unknown risks and uncertainties that may be important in determining actual future results and financial condition. The general factors that could cause actual results and financial condition to
differ materially from those expressed or implied include, without limitation, the following: (a) the ability of the parties to consummate the Merger at all; (b) the satisfaction or waiver of the conditions precedent to the consummation of
the proposed Merger, including, without limitation, the receipt of the Companys stockholder approval of the share issuance and regulatory approvals (including approvals, authorizations and clearance by antitrust authorities necessary to
complete such proposed Merger) on the terms desired or anticipated; (c) risks relating to the value of the shares of the Companys common stock to be issued in such proposed Merger; (d) disruptions of the Companys and
Sidewinders current plans, operations and relationships with third persons caused by the announcement and pendency of such proposed Merger, including, without limitation, the ability of the combined company to hire and retain any personnel;
(e) the ability of the Company to successfully integrate the companies operations and employees, and to realize anticipated synergies from the Merger; (f) legal proceedings that may be instituted against the Company and Sidewinder
following announcement of such proposed Merger; and (g) conditions affecting the Companys industry generally and other factors listed in annual, quarterly and periodic reports filed by the Company with the SEC, whether or not related to
such proposed Merger.
The Company assumes no, and expressly disclaims any, duty or obligation to update or correct any forward-looking
statement as a result of events, changes, effects, states of facts, conditions, circumstances, occurrences or developments subsequent to the date of this communication or otherwise, except as required by law. Readers are advised, however, to consult
any further disclosures the Company makes in its filings with the SEC.