Independence Contract Drilling, Inc. Announces Special Meeting Results
HOUSTON, Oct. 1, 2018 /PRNewswire/ -- Independence Contract Drilling, Inc. (NYSE: ICD) ("ICD") today announced that at a special meeting held earlier today shareholders of ICD approved (i) the issuance of 36,752,657 shares of ICD's common stock, par value $0.01 per share ("Common Stock"), as consideration to the holders of Series A Common Units in Sidewinder Drilling LLC ("Sidewinder") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 18, 2018, by and among ICD, Patriot Saratoga Merger Sub, LLC, ("Merger Sub"), Sidewinder and MSD Credit Opportunity Master Fund, L.P. (the "Stock Issuance Proposal") and (ii) an amendment to ICD's certificate of incorporation to increase the authorized number of shares of Common Stock from 100,000,000 shares to 200,000,000 shares (the "Charter Amendment Proposal").
At the special meeting of ICD shareholders, approximately 81.4% of the outstanding shares of Common Stock were voted, with approximately 99.6% of the votes cast in favor of the Stock Issuance Proposal and 99.6% of the votes cast in favor of the Charter Amendment Proposal.
Based on these stockholder approvals, ICD expects the merger transaction to close later today on October 1, 2018, subject to the satisfaction or waiver of all of the other closing conditions required by the Merger Agreement. In connection with this closing, ICD also expects to close on a $130 million term loan credit agreement and a new $40 million ABL credit facility.
With the closing of the merger, ICD will more than double the size of its pad-optimal rig fleet to 34 rigs following modest upgrades to five Sidewinder rigs. The combined company's management team will be led by Anthony Gallegos, Sidewinder's current President & Chief Executive Officer, who also will serve as a director of the combined company, and Philip Choyce, ICD's current Executive Vice President & Chief Financial Officer. Upon closing of the merger, the combined company's board of directors will consist of four existing ICD board members, including Thomas R. Bates, James D. Crandell, Matthew D. Fitzgerald, and Daniel F. McNease, as well as Mr. Gallegos, and two additional members, James Minmier and Adam Piekarski, appointed by the former owners of Sidewinder.
Anthony Gallegos commented, "We are extremely excited about what this strategic combination means for Independence Contract Drilling. The combination of fleets, management teams and people continues ICD's strategic direction as a pure play, pad-optimal growth company focused on North America's most prolific oil and gas plays. ICD adds significant operational and financial scale and flexibility, and recharges growth through imbedded organic opportunities within the acquired Sidewinder fleet that are executable with very attractive investment returns. Our integration plans are in place and we are focused on realizing and exceeding the high end of our synergy expectations over the next several quarters."
About Independence Contract Drilling, Inc.
Independence Contract Drilling provides land-based contract drilling services for oil and natural gas producers in the United States. The Company constructs, owns and operates a fleet of pad-optimal ShaleDriller® rigs that are specifically engineered and designed to accelerate its clients' production profiles and cash flows from their most technically demanding and economically impactful oil and gas properties. For more information, visit www.icdrilling.com.
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This communication may contain or incorporate by reference statements or information that 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 statement(s) will be achieved or will be achieved in 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 transaction at all; (b) the satisfaction or waiver of the conditions precedent to the consummation of the proposed merger transaction, including, without limitation, regulatory approvals (including approvals, authorizations and clearance by antitrust authorities necessary to complete such proposed merger transaction) on the terms desired or anticipated; (c) risks relating to the value of the shares of ICD's common stock to be issued in such proposed merger transaction; (d) disruptions of ICD's and Sidewinder's current plans, operations and relationships with third persons caused by the announcement and pendency of such proposed merger transaction, including, without limitation, the ability of the combined company to hire and retain any personnel; (e) the ability of ICD to successfully integrate the companies' operations and employees, and to realize anticipated synergies from the merger transaction; (f) legal proceedings that may have been instituted against ICD and Sidewinder following announcement of such proposed merger transaction; and (g) conditions affecting ICD's industry generally and other factors listed in annual, quarterly and periodic reports filed by ICD with the SEC, whether or not related to such proposed merger transaction.
ICD 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 ICD makes on related subjects in its filings with the SEC.
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