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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2022

Independence Contract Drilling, Inc.

(Exact name of registrant as specified in its charter)

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Delaware

    

001-36590

    

37-1653648

(State or other jurisdiction

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(Commission

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(I.R.S. Employer

of incorporation)

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File Number)

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Identification No.)

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20475 State Highway 249, Suite 300

Houston, TX 77070

(Address of principal executive offices)

(281) 598-1230

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

    

Trading symbol(s)

    

Name of each exchange where registered

Common Stock, $0.01 par value per share

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ICD

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New York Stock Exchange

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Item 1.01 Entry into a Material Definitive Agreement

On September 22, 2022, Independence Contract Drilling, Inc. (the “Company”) entered into Amendment No. 5 (the “Fifth Amendment”) to that certain Credit Agreement, dated as of October 1, 2018 (the “Credit Agreement”) by and among the Company, certain of its subsidiaries, and Wells Fargo Bank, National Association, as amended from time to time.

The Fifth Amendment made the following material changes to the Company’s existing revolving Credit Agreement:

●Extended the maturity by two years until September 30, 2025;
●Amended the Applicable Margin for which interest is calculated under the Credit Agreement as follows:

Tier

Quarterly Average Excess Availability

Applicable Base Rate Margin

Applicable SOFR Margin

1

Greater than $26,666,666

1.50%

2.36%

2

Greater than $13,333,333 but less than or equal to $26,666,666

1.75%

2.61%

3

Less than or equal to $13,333,333

2.00%

2.86%

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The foregoing summary description of the Fifth Amendment is subject to and qualified in its entirety by reference to the Fifth Amendment, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

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Exhibit
Number

    

Description

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104

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Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Independence Contract Drilling, Inc.

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Date: September 26, 2022

By:

/s/ Philip A. Choyce

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Name:

Philip A. Choyce

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Title:

Executive Vice President, Chief Financial Officer, Treasurer and Secretary

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