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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Independence Contract Drilling Inc | NYSE:ICD | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.08 | -4.12% | 1.86 | 1.93 | 1.85 | 1.92 | 20,790 | 23:58:54 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
|
SCHEDULE 13D
|
|
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
|
|
INDEPENDENCE CONTRACT DRILLING, INC.
|
(Name of Issuer)
|
|
|
Common Stock, $0.01 par value per share
|
(Title of Class of Securities)
|
|
|
453415309
|
(CUSIP Number)
|
|
|
Alan L. Dye
C. Alex Bahn
Hogan Lovells US LLP
555 13th Street, NW
Washington, DC 20004
202-637-5600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication) |
|
|
April 6, 2022
(Date of Event which Requires Filing of this Statement)
|
|
*
|
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
CUSIPNO. 453415309
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
MSD Partners, L.P.
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☒
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
AF
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||||
|
|
|
|
|||
|
|
Delaware
|
|
|||
|
|
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
|
|||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
8
|
SHARED VOTING POWER
|
|
||||
|
|
|
||||
|
|
2,772,3641
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
2,772,3641
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
2,772,3641
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
19.4%2
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
PN
|
|
|||
|
|
|
Includes (1) 2,068,074 shares of common stock beneficially owned, and (2) 704,290 shares of common stock underlying the Issuer’s Floating Rate Convertible Senior
Secured PIK Toggle Notes due 2026 (the “Notes”), assuming application of a 19.9% Restricted Ownership Percentage (as defined in this Schedule 13D/A). The Notes are currently convertible into shares of common stock at the option of the
Reporting Persons at a conversion price of $5.07 per share, which conversion price will be lowered to $4.51 per share if approved by the Issuer’s shareholders. Absent the Restricted Ownership Percentage, 15,563,610 shares of common stock would underlie $78,907,500 principal amount of the Issuer’s Notes beneficially owned by the Reporting Person (as defined in this Schedule 13D/A).
|
The percentage used herein and in the rest of this Schedule 13D is calculated based upon (i) 11,349,005 shares of the Issuer’s common stock outstanding as of March 4, 2022, as disclosed in the Issuer’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 15, 2022, (ii) an additional 2,268,000 shares of the Issuer’s common stock issued on March 18, 2022, as reported in the Issuer’s Current
Report on Form 8-K filed with the SEC on March 21, 2022, and (iii) 704,290 shares of common stock issuable upon conversion of the Notes, which, due to the Restricted Ownership Percentage, is the maximum number of shares that could be
received by the Reporting Persons upon conversion of the Notes.
|
CUSIP NO.
|
453415309
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
MSD Credit Opportunity Master Fund, L.P.
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☒
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
WC
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||||
|
|
|
|
|||
|
|
Cayman Islands
|
|
|||
|
|
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
|
|||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
8
|
SHARED VOTING POWER
|
|
||||
|
|
|
||||
|
|
1,440,4813
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
1,440,4813
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
1,440,4813
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
10.1%2
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
PN
|
|
|||
|
|
|
Includes (1) 736,191 shares of common stock beneficially owned and (2) 704,290 shares of common stock underlying the Notes assuming application of the 19.9%
Restricted Ownership Percentage. Absent the Restricted Ownership Percentage, 3,377,303 shares of the Issuer’s common stock underlie the $17,122,927.50 principal amount of the Notes held by the Reporting Person.
|
CUSIP NO.
|
453415309
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
MSD PCOF Partners LXXIII, LLC
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☒
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
WC
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||||
|
|
|
|
|||
|
|
Delaware
|
|
|||
|
|
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
|
|||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
8
|
SHARED VOTING POWER
|
|
||||
|
|
|
||||
|
|
1,706,5194
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
1,706,5194
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
1,706,5194
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
11.9%2
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
OO
|
|
|||
|
|
|
Includes (1) 1,002,229 shares of common stock beneficially owned and (2) 704,290 shares of common stock underlying the Notes assuming application of the 19.9%
Restricted Ownership Percentage. Absent the Restricted Ownership Percentage, 9,170,079 shares of the Issuer’s common stock underlie the $46,492,299 principal amount of the Notes held by the Reporting Person.
|
CUSIP NO.
|
453415309
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
MSD Private Credit Opportunity (NON-ECI) Fund, LLC
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☒
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
WC
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||||
|
|
|
|
|||
|
|
Delaware
|
|
|||
|
|
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
|
|||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
8
|
SHARED VOTING POWER
|
|
||||
|
|
|
||||
|
|
1,033,9445
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
1,033,9445
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
1,033,9445
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
7.2%2
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
OO
|
|
|||
|
|
|
Includes (1) 329,654 shares of common stock beneficially owned and (2) 704,290 shares of common stock underlying the Notes assuming application of the 19.9%
Restricted Ownership Percentage. Absent the Restricted Ownership Percentage, 3,016,228 shares of the Issuer’s common stock underlie the $15,292,273.50 principal amount of the Notes held by the Reporting Person.
|
CUSIP NO.
|
453415309
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
MSD Capital, L.P.
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☒
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
AF
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||||
|
|
|
|
|||
|
|
Delaware
|
|
|||
|
|
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
|
|||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
8
|
SHARED VOTING POWER
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
77,574
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
0.5%2
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
PN
|
|
|||
|
|
|
CUSIP NO.
|
453415309
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
MSD Energy Investments, L.P.
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☒
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
WC
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||||
|
|
|
|
|||
|
|
Delaware
|
|
|||
|
|
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
|
|||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
8
|
SHARED VOTING POWER
|
|
||||
|
|
|
||||
|
|
77,574
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
77,574
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
77,574
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
0.5%2
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
PN
|
|
|||
|
|
|
CUSIP NO.
|
453415309
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Michael S. Dell
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☒
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
AF
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||||
|
|
|
|
|||
|
|
United States
|
|
|||
|
|
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
|
|||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
8
|
SHARED VOTING POWER
|
|
||||
|
|
|
||||
|
|
77,574
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
77,574
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
77,574
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
0.5%2
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
IN
|
|
|||
|
|
|
Item 5.
|
Interest in Securities of the Issuer
|
||||
|
|
|
|
||
|
Items 5(a) and (b):
|
||||
|
|
|
|
||
|
A.
|
|
MSD Partners, L.P.
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, MSD Partners, L.P. beneficially owns, in aggregate, 2,772,364 Shares, representing 19.4% of the Issuer's outstanding Shares.6
|
|
|
|
|
(b)
|
Number of shares as to which such person has:
|
|
|
|||||
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
|
||||
|
(ii)
|
Shared power to vote or direct the vote: 2,772,364
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 2,772,364
|
|
B.
|
|
MSD Credit Opportunity Master Fund, L.P.
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, MSD Credit Opportunity Master Fund, L.P. beneficially owns, in aggregate, 1,440,481 Shares,
representing 10.1% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(b)
|
Number of shares as to which such person has:
|
|
|
|||||
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
|
||||
|
(ii)
|
Shared power to vote or direct the vote: 1,440,481
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 1,440,481
|
|
C.
|
|
MSD PCOF Partners LXXIII, LLC
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, MSD PCOF Partners LXXIII, LLC, beneficially owns, in aggregate, 1,706,519 Shares, representing 11.9% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(b)
|
Number of shares as to which such person has:
|
|
|
|||||
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
|
||||
|
(ii)
|
Shared power to vote or direct the vote: 1,706,519
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 1,706,519
|
|
D.
|
|
MSD Private Credit Opportunity (NON-ECI) Fund, LLC
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, MSD Private Credit Opportunity (NON-ECI) Fund, LLC beneficially owns, in aggregate, 1,033,944 Shares, representing 7.2% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(b)
|
Number of shares as to which such person has:
|
|
|
|||||
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
|
||||
|
(ii)
|
Shared power to vote or direct the vote: 1,033,944
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 1,033,944
|
|
E.
|
|
MSD Partners (GP), LLC
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 2,772,364 Shares, representing 19.4% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(b)
|
Number of shares as to which such person has:
|
|
|
|||||
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
|
||||
|
(ii)
|
Shared power to vote or direct the vote: 2,772,364
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 2,772,364
|
|
F.
|
|
Brendan Rodgers
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, Brendan Rogers beneficially owns, in aggregate, 2,772,364 Shares, representing 19.4% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(b)
|
Number of shares as to which such person has:
|
|
|
|||||
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
|
||||
|
(ii)
|
Shared power to vote or direct the vote: 2,772,364
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 2,772,364
|
|
G.
|
|
MSD Capital, L.P.
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, MSD Capital, L.P. beneficially owns, in aggregate, 77,574 Shares, representing 0.5% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(b)
|
Number of shares as to which such person has:
|
|
|
|||||
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
|
||||
|
(ii)
|
Shared power to vote or direct the vote: 77,574
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 77,574
|
|
H.
|
|
MSD Energy Investments, L.P.
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, MSD Energy Investments, L.P. beneficially owns, in aggregate, 77,574 Shares, representing 0.5% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(b)
|
Number of shares as to which such person has:
|
|
|
|||||
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
|
||||
|
(ii)
|
Shared power to vote or direct the vote: 77,574
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 77,574
|
|
I.
|
|
Michael S. Dell
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, Michael S. Dell beneficially owns, in aggregate, 77,574 Shares, representing 0.5% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(b)
|
Number of shares as to which such person has:
|
|
|
|||||
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
|
||||
|
(ii)
|
Shared power to vote or direct the vote: 77,574
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 77,574
|
|
J.
|
|
MSD Capital Management, LLC
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, MSD Capital Management, LLC beneficially owns, in aggregate, 77,574 Shares, representing 0.5% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(b)
|
Number of shares as to which such person has:
|
|
|
|||||
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
|
||||
|
(ii)
|
Shared power to vote or direct the vote: 77,574
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 77,574
|
|
K.
|
|
Marc R. Lisker
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, Marc R. Lisker beneficially owns, in aggregate, 2,849,938 Shares, representing 19.9% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(b)
|
Number of shares as to which such person has:
|
|
|
|||||
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
|
||||
|
(ii)
|
Shared power to vote or direct the vote: 2,849,938
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 2,849,938
|
|
L.
|
|
John C. Phelan
|
||
|
|||||
|
|
|
(a)
|
As of the date hereof, John C. Phelan beneficially owns, in aggregate, 2,849,938 Shares, representing 19.9% of the Issuer's outstanding Shares.6
|
|
|
|||||
|
|
|
(b)
|
Number of shares as to which such person has:
|
|
|
|||||
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
|
||||
|
(ii)
|
Shared power to vote or direct the vote: 2,849,938
|
|||
|
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|||
|
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 2,849,938
|
Item 7
|
|
Material to be filed as Exhibits
|
|
|
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
|
|
|
|
Joint Filing Agreement dated April 7, 2022
|
99.3 |
99.4 |
99.5 |
|
SIGNATURES
|
|
MSD Partners, L.P.
|
|
|
|
|
|
|
|
By:
|
MSD Partners (GP), LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
MSD Credit Opportunity Master Fund, L.P.
|
|
|
|
|
|
|
|
By:
|
MSD Partners, L.P.
|
|
|
Its:
|
Investment Manager
|
|
|
|
|
|
|
By:
|
MSD Partners (GP), LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
MSD PCOF Partners LXXIII, LLC
|
|
|
|
|
|
|
|
By:
|
MSD Partners, L.P.
|
|
|
Its:
|
Investment Manager
|
|
|
|
|
|
|
By:
|
MSD Partners (GP), LLC
|
|
|
Its:
|
General Partner
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
MSD Private Credit Opportunity (NON-ECI) Fund, LLC
|
|
|
|
|
|
|
|
By:
|
MSD Partners, L.P.
|
|
|
Its:
|
Investment Manager
|
|
|
|
|
|
By: |
MSD Partners (GP), LLC |
||
Its: |
General Partner |
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
MSD Capital, L.P.
|
|
|
|
|
|
|
|
By:
|
MSD Capital Management LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
MSD Energy Investments, L.P.
|
|
|
|
|
|
|
|
By:
|
MSD Partners, L.P.
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
MSD Capital Management LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
Michael S. Dell
|
|
|
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
MSD Partners, L.P.
|
|
|
|
|
|
|
|
By:
|
MSD Partners (GP), LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
MSD Credit Opportunity Master Fund, L.P.
|
|
|
|
|
|
|
|
By:
|
MSD Partners, L.P.
|
|
|
Its:
|
Investment Manager
|
|
|
|
|
|
|
By:
|
MSD Partners (GP), LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
MSD PCOF Partners LXXIII, LLC
|
|
|
|
|
|
|
|
By:
|
MSD Partners, L.P.
|
|
|
Its:
|
Investment Manager
|
|
|
|
|
|
|
By:
|
MSD Partners (GP), LLC
|
|
|
Its:
|
General Partner
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
MSD Private Credit Opportunity (NON-ECI) Fund, LLC
|
|
|
|
|
|
|
|
By:
|
MSD Partners, L.P.
|
|
|
Its:
|
Investment Manager
|
|
|
|
|
|
By: |
MSD Partners (GP), LLC |
||
Its: |
General Partner |
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
MSD Capital, L.P.
|
|
|
|
|
|
|
|
By:
|
MSD Capital Management LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
MSD Energy Investments, L.P.
|
|
|
|
|
|
|
|
By:
|
MSD Partners, L.P.
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
MSD Capital Management LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Manager
|
|
|
Michael S. Dell
|
|
|
|
|
|
|
|
By:
|
/s/ Marc R. Lisker
|
|
|
Name:
|
Marc R. Lisker
|
|
|
Title:
|
Attorney-in-Fact
|
|
1 Year Independence Contract Dr... Chart |
1 Month Independence Contract Dr... Chart |
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