Independence Contract Drilling enters merger agreement with Sidewinder
Independence Contract Drilling and Sidewinder Drilling jointly announced their entry into a definitive merger agreement pursuant to which ICD will acquire all of the outstanding equity interests in Sidewinder. The merger will combine pad-optimal drilling fleets and operations focused in the Permian Basin, Haynesville region and other basins in Texas and its contiguous states. Upon closing of the transaction, ICD will more than double the size of its pad-optimal rig fleet to 34 rigs following modest upgrades to five Sidewinder rigs. ICD expects to achieve synergies in excess of $8M and believes the acquisition will be accretive to earnings per share, EBITDA per share and cash flow per share. The transaction is subject to customary regulatory approvals, approval by ICD's stockholders of the issuance of the ICD common stock in the merger transaction and other customary closing conditions. The transaction is expected to close early Q4. Under the terms of the transaction, the Sidewinder unitholders will receive an aggregate of 36,752,657 shares of ICD common stock, representing approximately 49% of the total outstanding shares immediately following the closing of the transaction. ICD also will assume an estimated $50M of Sidewinder net debt at closing. Contemporaneously with the signing of the merger agreement, ICD has received binding commitments for a $130M, secured, 5-year-non-amortizing term loan and a $40M revolving credit facility, both to be entered into at the closing of the transaction. Proceeds from the term loan will be used to refinance both ICD's existing debt and the Sidewinder debt assumed in the transaction. The combined company's board of directors will consist of four existing ICD board members, including ICD's chairman of the Board, Thomas Bates, as well as two members appointed by the controlling owners of Sidewinder. The combined company's board of directors will consist of four existing ICD board members, including ICD's Chairman of the Board, Thomas R. Bates, as well as two members appointed by the controlling owners of Sidewinder. The merger agreement and merger have been unanimously approved by the boards of directors of both companies and have received the requisite approval of the unitholders of Sidewinder.