Independence Contract Drilling Inc.

09/18/2024 | Press release | Distributed by Public on 09/18/2024 10:03

Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On September 13, 2024, Independence Contract Drilling, Inc. (the "Company") entered into a Limited Waiver Agreement dated September 13, 2024 (the "Waiver Agreement"), by and among the Company, the Guarantor party thereto, U.S. Bank Trust Company National Association, as trustee (the "Trustee") and collateral agent, and the Holders signatory thereto (collectively, the "Holders"), relating to certain limited waivers (i) under the Indenture, dated March 18, 2022 (as amended by the First Supplemental Indenture, dated July 21, 2022, Second Supplemental Indenture dated February 24, 2023, and the Third Supplemental Indentures dated February 27, 2024, the "Indenture") relating to the Company's Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026 (the "Convertible Notes") and (ii) of certain requirements contained in the Investor Rights Agreement dated March 18, 2022 between the Company and MSD Partners, L.P. and the Investor Rights Agreement dated March 18, 2022 between the Company and Glendon Capital Management, L.P. (together, the "Investor Rights Agreements").

Pursuant to the terms of the Waiver Agreement:

● The Holders agreed to waive during the Waiver Period, the requirement that the Company use its commercially reasonable efforts to keep a registration statement relating to the shares of common stock that are issuable upon conversion of the convertible notes issued pursuant to the Indenture and related transactions continuously effective with respect to the Holders, and to keep the applicable registration statement or any subsequent shelf registration statement free of any material misstatements or omissions in accordance with the Registration Rights Annex to the Indenture. The "Waiver Period" will continue to the earliest to occur of (i) December 31, 2024, (ii) the occurrence of any event of default under subsection 8.01(A)(xi) or 8.01(A)(xii) of the Indenture, (iii) the date on which the Trustee (at the direction of all of the Holders) or the Holders deliver to the Company a notice terminating the Waiver Period, which notice may be delivered at any time upon or after the occurrence of any Waiver Default (defined in the Waiver Agreement). The Waiver Period may be extended from time to time by written agreement of the Holders.

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● The Holders agreed to defer until December 31, 2024 the Company's requirement to repurchase $3.5 million of Convertible Notes pursuant to its mandatory offer to repurchase Convertible Notes on September 30, 2024 subject to the terms of the Indenture and confirmation request given by the Company.
● The Holders agreed during the Waiver Period, so long as the Company's Board of Directors is comprised of at least five directors, to waive the requirement under the Investor Rights Agreements that the Company's Board of Directors must include seven members.

The foregoing summary of the Waiver Agreement is subject to the terms of the Waiver Agreement, which is fully incorporated herein by reference and is filed as Exhibit 10.1 to this Form 8-K.