MSD Partners, L.P.'s Form 4 filing
Independence Contract Drilling, Inc. (ICD) · filed Nov 27, 2024
- Accession no.
- 0000950170-24-131545
- Filed
- Nov 27, 2024, 4:33 PM ET
- Trade date
- Nov 25, 2024
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 1 derivative transaction. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| MSD Partners, L.P.CIK 0001514334 | 10% Owner |
| MSD Credit Opportunity Master Fund, L.P.CIK 0001534735 | 10% Owner |
| MSD PCOF Partners LXXIII, LLCCIK 0001919428 | 10% Owner |
| MSD Private Credit Opportunity (Non-Eci) Fund, LLCCIK 0001919469 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F4
Represents the Reporting Persons' purchase, pursuant to the terms and conditions of the Convertible Note Subscription Agreement dated November 25, 2024 by and among the Issuer, MSD PCOF Partners, MSD Private Credit Opportunity Fund, Master Fund and Glendon Opportunities Fund II, L.P., of $3,757,500 principal amount of the Issuer's Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026 (the "Notes") . The Notes held by the Reporting Persons are convertible into shares of the Issuer's common stock at an effective conversion price of $4.51 per share, as approved by the shareholders of the Issuer at the 2022 Annual Meeting of Stockholders held on June 8, 2022; [Cont'd]
Referenced by the price of 1 transaction in Table II.
- F5
[Continuation] provided that the Reporting Persons are not entitled to receive shares of common stock upon conversion of any Notes to the extent to which the aggregate number of shares of common stock that may be acquired by the Reporting Persons upon conversion of Notes, when added to the aggregate number of shares of common stock deemed beneficially owned, directly or indirectly, by the Reporting Persons and each person subject to aggregation of the shares of common stock with the Reporting Persons under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time, as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, would exceed 19.9% (the "Restricted Ownership Percentage") of the total issued and outstanding shares of the Issuer's common stock. In lieu of any shares of common stock not delivered upon conversion by operation of the Restricted Ownership Percentage limitation, [Con't]
Referenced by the price of 1 transaction in Table II.
- F6
[Continuation] the Issuer will deliver Pre-Funded Warrants in respect of any equal number of shares of common stock. Such Pre-Funded Warrants will contain substantially similar Restricted Ownership Percentage terms. Any Pre-Funded Warrants issued in lieu of shares of common stock in connection with a conversion of Notes prior to the Issuer's shareholder approval would also not be exercisable in accordance with the terms of the Pre-Funded Warrants. The Notes have a payment-in-kind, or "PIK," interest rate of SOFR plus 9.5% as of September 30, 2022. The Notes also have a cash interest rate of SOFR plus 12.5%.
Referenced by the price of 1 transaction in Table II.