UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~April 316, ~~2014~~2015

INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

____________________

Delaware	000-54417	27-5079295
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25311 I-45

Woodpark Business Center, Bldg. 6

Spring, TX

77380

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (281) 465-9393

Not Applicable

(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:

□ ¨ 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))

Item 1.01

Entry into a Material Definitive Agreement.

On December 14, 2012, Integrated Drilling Equipment Holdings Corp., a Delaware corporation (the “Company”), Integrated Drilling Equipment, LLC and Integrated Drilling Equipment Company Holdings, LLC (collectively with the Company, the “Borrowers”) entered into a term loan and security agreement with Elm Park Credit Opportunities Fund, L.P. and Elm Park Credit Opportunities Fund (Canada), L.P., as lenders, and Elm Park Capital Management, LLC, as administrative agent (as amended on April 9, 2013, October 17, 2013, March 31, 2014 and ~~March~~December 31, 2014, the “Term Loan Agreement”). The Term Loan Agreement provides for a $20.0 million senior secured second-lien term loan facility (the “Term Facility”).

On December 14, 2012, the Borrowers also entered into an amended and restated revolving credit and security agreement with PNC Bank, National Association, as administrative agent and the initial lender (as amended on April 9, 2013, October 17, 2013, ~~and~~ March 31, 2014 and December 31, 2014, the “Revolving Credit Agreement”). The Revolving Credit Agreement currently provides for a $1513.5 million committed asset-based revolving credit facility (after taking into consideration the Fifth Revolving Facility Amendment (as defined and discussed below)), with a sublimit for letters of credit (the “Revolving Facility” and, together with the ~~Term~~ Term Facility, the “Credit Facilities”).

~~Fourth~~Fifth Term Loan Amendment

On ~~December~~April 316, ~~2014~~2015, the Borrowers entered into the ~~Fourth~~Fifth Amendment to Term Loan and Security Agreement and Forbearance Agreement (the “~~Fourth~~Fifth Term Loan Amendment”) to, among other things, (1) amend the maturity date of the Term Facility from ~~June~~September 30, 2015 to November ~~September~~ 30, 2015; and (2) amend the capital expenditures covenant to limit capital expenditures to ~~not greater than (a)~~ $2350,000~~,000~~ for the ~~twelve~~period ~~months ended December 31~~January1, ~~2014, (b) $300,000 for the three months ended March 31, 2014 and (c) $500,000 for the nine months ended September 30, 2015;~~ ~~and~~2015 ~~(3)~~through ~~add~~May ~~a new covenant requiring that with respect to the Borrowers’ rig yard division business, for the period of 90 consecutive days ending March~~ 31, 2015, and for each period of 90 consecutive days ending on the last day of any month ending thereafter, the Borrowers not incur operating losses in an aggregate amount exceeding $400,000 in any such 90 consecutive day period.

In addition, the ~~Fourth~~Fifth Term Loan Amendment provides that during the period beginning ~~December~~March 31, ~~2014~~2015 and ending on the earlier of (a) the occurrence of of a Termination Event (as defined in the ~~Fourth~~Fifth Term Loan Amendment) or (b) 5:00 pm ~~Dallas~~Houston time on ~~March~~May 31, 2015, the lenders ~~under~~ under the Term Facility agree to forbear from commencing any Enforcement Action (as defined in the ~~Fourth~~Fifth Term Loan Amendment) as a result of certain Existing Defaults (as defined in the ~~Fourth~~Fifth Term Loan Amendment) or the Borrowers’ failure to comply with either the fixed charge coverage ratio covenant or minimum EBITDA covenant in the Term Loan Agreement for the ~~quarters~~quarter ended ~~December~~ ~~31, 2014 or~~ March 31, 2105, so long as the Borrowers (1) have at least $5,000,000 in EBITDA, measured monthly on a trailing twelve-month basis (with an add-back for a one-time severance payment of $2,520,120, less principal payments, previously made to Stephen Cope); (2) have a fixed charge coverage ratio of at least 1.0 to 1.0, measured monthly on a trailing twelve-month basis (with an add-back for a one-time severance payment of $2,520,120, less principal payments, previously made to Stephen Cope); (3) furnish the agent and lenders with a Forbearance Compliance Certificate, in form and substance reasonably ~~satisfactory~~acceptable to the agent and lenders, within thirty days after the end of each month; and (4) diligently pursue aoptions ~~financing~~that ~~commitment~~would ~~from~~cause aor ~~third~~enable ~~party financing source,~~ the ~~proceeds~~repayment ofin ~~which~~full ~~will be~~of ~~used to repay~~ all obligations under the Revolving Facility;, ~~and~~including ~~(5)~~by ~~deliver~~pursuing a ~~weekly~~financing ~~status~~commitment ~~report~~from toa ~~the~~third ~~agent~~party ~~regarding the status of all actions taken to seek such~~ financing ~~commitment~~source.

InThe ~~connection~~Fifth ~~with~~Term Loan ~~the~~Amendment ~~amendments~~also ~~and~~provides ~~forbearance~~that ~~agreement~~the ~~described~~agent ~~above,~~under the ~~Borrowers~~Term ~~are~~Facility ~~required~~may totake ~~continue~~action to ~~comply~~preserve ~~with~~its ~~the~~rights ~~2015~~in ~~cost~~the ~~reduction plan~~collateral ~~approved by~~ securing the ~~Company’s~~Term ~~Board of Directors~~Facility.

~~Fourth~~In ~~Revolving~~connection ~~Facility~~with ~~Amendment~~the amendments and forbearance agreement described above, the Borrowers are required to continue to comply with the 2015 cost reduction plan approved by the Company’s Board of Directors.

OnFifth ~~December 31, 2014, the Borrowers entered into the Fourth Amendment to Amended and Restated~~ Revolving ~~Credit and Security Agreement and Forbearance Agreement (the “Fourth Revolving~~ Facility ~~Amendment”) to, among other things, (1) amend the maturity date of~~ the Revolving Facility from December 31, 2014 to March 31, 2015; (2) amend the capital expenditures covenant to limit capital expenditures to not greater than (a) $2,000,000 for the twelve months ended December 31, 2014 and (b) $300,000 for the three months ended March 31, 2014; (3) increase the Applicable Margin for revolving advances to 5.50% (from 4.50%); (4) reduce the Letter of Credit Sublimit to $500,000 (from $2,000,000); and (5) decrease the fee applicable to the average daily face amount of each outstanding letter of credit to 3.50% (from 4.50%).Amendment

InOn ~~addition~~April 6, ~~the Fourth Revolving Facility Amendment provides that during the period beginning December 31~~2015, ~~2014 and ending on~~ the ~~earlier of (a) the occurrence~~ ofBorrowers aentered ~~Termination~~into ~~Event (as defined in~~ the ~~Fourth~~Fifth ~~Revolving Facility~~ Amendment) orto ~~(b)~~Amended ~~5:00~~and pmRestated ~~Houston time on March 31, 2015, the lenders under the~~ Revolving ~~Facility~~Credit ~~agree~~and toSecurity ~~forbear~~Agreement ~~from~~and ~~commencing~~Forbearance ~~any Enforcement Action~~ Agreement (~~as defined in~~ the ~~Fourth~~“Fifth Revolving Facility Amendment”) asto, aamong ~~result~~other ofthings, ~~certain Existing Defaults~~ (~~as defined in the Fourth Revolving Facility Amendment~~1) oramend ~~Borrowers’ failure to comply with either~~ the ~~fixed~~maturity ~~charge~~date ~~coverage~~of ~~ratio covenant or minimum EBITDA covenant in~~ the Revolving ~~Credit Agreement~~ ~~for~~Facility ~~the~~from ~~quarters~~March ~~ended December~~ 31, ~~2014~~2015 orto ~~March~~May 31, 2105, so long as the Borrowers (1) have at least $5,000,000 in EBITDA, measured monthly on a trailing twelve-month basis (with an add-back for a one-time severance payment of $2,520,120 previously made to Stephen Cope)2015; (2) ~~have~~amend athe ~~fixed~~capital ~~charge~~expenditures ~~coverage~~covenant ~~ratio~~to oflimit atcapital ~~least~~expenditures ~~1.0~~ to ~~1.0~~$350, ~~measured monthly on a trailing twelve-month basis (with an~~000 ~~add-back~~ for athe ~~one-time~~period ~~severance payment of $2~~January1,~~520,120~~ ~~previously~~2015 ~~made~~through toMay ~~Stephen~~31, ~~Cope)~~2015; (3) ~~furnish~~increase the ~~agent~~Applicable ~~and~~Margin ~~lenders~~for ~~with a~~revolving ~~Forbearance~~advances ~~Compliance Certificate, in form and substance reasonably satisfactory~~ to ~~the~~6.50% ~~agent and lenders, within thirty days after the end of each month;~~ (~~4) diligently pursue a financing commitment~~ from ~~a third party financing source, the proceeds of which will be used to repay all obligations under the Revolving Facility~~5.50%); and (54) ~~deliver~~reduce ~~a weekly status report to~~ the ~~agent~~maximum ~~regarding the~~amount ~~status~~for ofrevolving ~~all~~advances ~~actions taken~~ to ~~seek~~$13,500,000 ~~such~~(from ~~financing commitment~~$15,000,000).

In ~~connection~~addition, ~~with~~ the ~~amendments~~Fifth Revolving ~~and~~Facility ~~forbearance~~Amendment ~~agreement~~provides ~~described~~that ~~above~~during the period beginning March 31, 2015 and ending on the ~~Borrowers~~earlier of (1a) ~~are~~the ~~required~~occurrence of toa ~~continue~~Termination toEvent ~~comply~~(as ~~with~~defined in the Fifth Revolving Facility Amendment) or (b) 5:00 pm Houston time on May 31, 2015, ~~cost~~the ~~reduction~~lenders ~~plan~~under ~~approved~~the byRevolving Facility agree to forbear from commencing any Enforcement Action (as defined in the ~~Company’s~~Fifth ~~Board~~Revolving Facility Amendment) as a result of ~~Directors~~certain ~~and~~Existing Defaults (2as defined in the Fifth Revolving Facility Amendment) ~~were~~or ~~required~~Borrowers’ failure to ~~affirm~~comply ~~and~~with ~~acknowledge~~either the ~~imposition~~fixed charge coverage ratio covenant or minimum EBITDA covenant in the Revolving Credit Agreement offor athe quarter ended March 31, 2105, so long as the Borrowers (1) have at least $~~500~~5,000,000 ~~reserve~~in ~~against~~EBITDA, ~~availability~~measured ~~under~~monthly ~~the~~on ~~Revolving~~a ~~Facility~~trailing twelve-month basis (aswith an add-back for a one-time severance payment of ~~November~~$2,520,120, 13less principal payments, ~~2014~~previously made to Stephen Cope); ~~and~~(2) ~~the~~have ~~imposition~~a fixed charge coverage ratio of anat ~~additional~~least 1.0 to 1.0, measured monthly on a trailing twelve-month basis ~~reserve~~(with inan ~~the~~add-back ~~amount~~for a one-time severance payment of $502,~~000~~520,120, onless ~~November~~principal 17payments, previously made to Stephen Cope); (3) furnish the agent and ~~each~~lenders ~~week~~with ~~thereafter~~a ~~until~~Forbearance ~~such~~Compliance ~~time~~Certificate, asin form and substance reasonably acceptable to the agent and ~~may~~lenders, ~~determine~~within inthirty ~~its~~days ~~sole Credit~~after ~~Judgment~~the end of each month; and (as4) ~~defined~~diligently pursue options that would cause or enable the repayment in full of all obligations under the Revolving ~~Credit~~Facility, ~~Agreement)~~including by pursuing a financing commitment from a third party financing source.

3The Fifth Revolving Facility Amendment also provides that the agent under the Revolving Facility may take action to preserve its rights in the collateral securing the Revolving Facility, decrease or increase any advance rates from time to time in agent’s credit judgment, or increase, modify the amount, timing or purpose of any reserves as agent deems proper from time to time in agent’s credit judgment.

The foregoing descriptions of the Fourth Term Loan Amendment and the Fourth Revolving Facility Amendment do not purport to be complete and are qualified in their entirety by reference to the Fourth Term Loan Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and the Fourth Revolving Facility Amendment filed as Exhibit 10.2 to this Current Report on Form 8-K, respectively, each of which is incorporated into this Item 1.01 by reference.3

~~Item~~In ~~9.01~~connection ~~Financial~~with the ~~Statements~~amendments and ~~Exhibits~~forbearance agreement described above, the Borrowers (1) are required to continue to comply with the 2015 cost reduction plan approved by the Company’s Board of Directors and (2) were required to affirm and acknowledge the imposition of a $500,000 reserve against availability under the Revolving Facility (as of November 13, 2014) and the imposition of an additional reserve in the amount of $50,000 per week starting November 17, 2014, until such time as the agent may determine in its sole Credit Judgment (as defined in the Revolving Credit Agreement).

Exhibit Number	Description
10.1	Fourth Amendment to Term Loan and Security Agreement and Forbearance Agreement, dated December 31, 2014, among Integrated Drilling Equipment Holdings Corp., Integrated Drilling Equipment, LLC, Integrated Drilling Equipment Company Holdings, LLC, the lenders party thereto, and Elm Park Capital Management, LLC as agent for the lenders.
10.2	Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement and Forbearance Agreement, dated December 31, 2014, among Integrated Drilling Equipment, LLC, Integrated Drilling Equipment Company Holdings, LLC, Integrated Drilling Equipment Holdings Corp., and PNC Bank, National Association as agent for the lenders.

The foregoing descriptions of the Fifth Term Loan Amendment and the Fifth Revolving Facility Amendment do not purport to be complete and are qualified in their entirety by reference to the Fifth Term Loan Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and the Fifth Revolving Facility Amendment filed as Exhibit 10.2 to this Current Report on Form 8-K, respectively, each of which is incorporated into this Item 1.01 by reference.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~Exhibit toNumber ~~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.~~Description

~~INTEGRATED~~10.1 ~~DRILLING~~Fifth ~~EQUIPMENT HOLDINGS~~Amendment ~~CORP~~to Term Loan and Security Agreement and Forbearance Agreement, dated April 6, 2015, among Integrated Drilling Equipment Holdings Corp., Integrated Drilling Equipment, LLC, Integrated Drilling Equipment Company Holdings, LLC, the lenders party thereto, and Elm Park Capital Management, LLC as agent for the lenders.

~~Date:~~10.2 ~~January~~Fifth Amendment to Amended and Restated Revolving Credit and Security Agreement and Forbearance Agreement, dated April 6, 2015, among Integrated Drilling Equipment, LLC, Integrated Drilling Equipment Company Holdings, LLC, Integrated Drilling Equipment Holdings Corp., and PNC Bank, National Association as agent for the lenders.

~~By: /s/ N. Michael Dion_________________________________~~4

~~Name: N. Michael Dion~~SIGNATURES

~~Title:~~Pursuant ~~Chief~~to ~~Financial~~the ~~Officer~~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.

	INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.

Date: April 8, 2015	By:	/s/ N. Michael Dion
		Name:	N. Michael Dion
		Title:	Chief Financial Officer

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