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CUSIPNO. 453415309
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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MSD Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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-0-
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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PN
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* See Item 5.
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On March 11, 2020, the issuer effected a 1-for-20 reverse stock split of its common stock, resulting in each share held by the reporting persons to be reclassified as and converted into 1/20
of a share of common stock.
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The percentage used herein and in the rest of this Schedule 13D is calculated based upon 7,675,818 shares of the Issuer's Common Stock outstanding as of November 11,
2020, after giving effect to the issuance of 1,500,000 shares of the Issuer's Common Stock pursuant to the purchase agreement described in the Issuer's Prospectus filed pursuant to Rule 424(b)(1) filed with the Securities and Exchange
Commission on December 1, 2020.
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CUSIP NO.
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453415309
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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MSD Credit Opportunity Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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-0-
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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PN
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* See Item 5.
Explanatory Note
This Amendment No. 1 (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 by MSD Partners, L.P. ("MSD Partners"), a Delaware limited partnership, and MSD Credit Opportunity Master Fund, L.P. ("Master
Fund"), a Delaware limited partnership (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 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The persons filing this Schedule 13D are MSD Partners, L.P. ("MSD Partners"), a Delaware limited partnership, and MSD Credit Opportunity Master Fund, L.P.
("Master Fund"), a Cayman Islands limited partnership (collectively, the "Reporting Persons").
(b) The principal business address of both MSD Partners and Master Fund is 645 Fifth Avenue, 21st Floor, New York, New York 10022.
(c) This Schedule 13D is filed on behalf of the Reporting Persons. Master Fund is the record and direct beneficial owner of the Shares owned herein. MSD Partners
is the investment manager of Master Fund. MSD Partners (GP), LLC ("MSD GP"), a Delaware limited liability company, is the general partner of MSD Partners. Each of Brendan Rogers, John C. Phelan and Marc R. Lisker is a manager of, and may be
deemed to beneficially own securities beneficially owned by, MSD GP. The principal business of Master Fund is purchasing, holding and selling securities for investment purposes. The principal business of MSD Partners is investment management. The
principal business of MSD GP is serving as the general partner of MSD Partners.
The Reporting Persons have entered into a Joint Filing Agreement, dated December 14, 2020, a copy of which is filed with this Schedule 13D as Exhibit 99.1,
pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes
of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
(d) During the last five years, none of the foregoing entities or persons has been convicted in a criminal proceeding of the type specified in Item 2(d) of
Schedule 13D.
(e) During the last five years, none of the foregoing entities or persons was a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) MSD Partners and MSD GP are organized under the laws of the State of Delaware. Master Fund is organized under the laws of the Cayman Islands.
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a) and (b) are hereby amended and restated in their entirety as follows:
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A.
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(a)
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As of the date hereof, MSD Partners, L.P. beneficially owns, in aggregate, 831,482 Shares, representing 10.8% of the
Issuer's outstanding Shares. 1
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 831,482
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 831,482
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B.
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MSD Credit Opportunity Master Fund, L.P.
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(a)
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As of the date hereof, MSD Partners (GP), LLC
beneficially owns, in aggregate, 831,482 Shares, representing 10.8% of the Issuer's outstanding Shares.1
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 831,482
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 831,482
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C.
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(a)
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As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 831,482 Shares, representing 10.8% of the
Issuer's outstanding Shares. 1
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 831,482
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 831,482
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D.
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(a)
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As of the date hereof, Brendan Rogers beneficially owns, in aggregate, 831,482 Shares, representing 10.8% of the Issuer's outstanding Shares. 1
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 831,482
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 831,482
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E.
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(a)
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As of the date hereof, Marc R. Lisker beneficially owns, in aggregate, 831,482 Shares, representing 10.8% of the Issuer's outstanding Shares. 1
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 831,482
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 831,482
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F.
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(a)
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As of the date hereof, John C. Phelan beneficially owns, in aggregate, 831,482 Shares, representing 10.8% of the Issuer's outstanding Shares. 1
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 831,482
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 831,482
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_____________
1 Based upon 7,675,818 shares of the Issuer's
Common Stock outstanding as of November 11, 2020, after giving effect to the issuance of 1,500,000 shares of the Issuer's Common Stock pursuant to the purchase agreement described in the Issuer's Prospectus filed pursuant to Rule 424(b)(1) filed
with the Securities and Exchange Commission on December 1, 2020.
Item 5(c) is hereby amended and supplemented as follows:
During the 60-day period immediately preceding the filing date of this Amendment, the Reporting Persons
engaged in the following sale transactions in Shares, each of which were effected in block trades:
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Shares Disposed
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Price per Share
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12/02/2020
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8,573
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$3.85
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12/03/2020
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16,878
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$3.84
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12/04/2020
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23,576
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$3.93
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12/07/2020
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18,617
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$3.87
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12/08/2020
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13,035
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$3.75
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12/09/2020
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8,810
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$3.82
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12/10/2020
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10,332
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$3.62
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12/11/2020
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13,035
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$3.58
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12/14/2020
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4,296
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$3.60
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Material to be filed as Exhibits
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Exhibit
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Description of Exhibit
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99.1
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Joint Filing Agreement dated December 14, 2020
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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 14, 2020
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MSD Partners, L.P.
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By:
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MSD Parents (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD Credit Opportunity Master Fund, L.P.
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By:
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MSD Parents, L.P.
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Its:
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Investment Manager
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By:
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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Exhibit 99.1
JOINT FILING AGREEMENT
December 14, 2020
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached,
and such Schedule 13D is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto,
and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate.
Date: December 14, 2020
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MSD Partners, L.P.
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By:
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD Credit Opportunity Master Fund, L.P.
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By:
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MSD Partners, L.P.
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Its:
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Investment Manager
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By:
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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