posasr
As filed with the United States Securities and Exchange Commission on October 19, 2007.
Registration No. 333-142532
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Superior Energy Services, Inc.
For Co-Registrants, See Table of Co-Registrants.
(Exact name of each registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation
or organization)
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1389
(Primary Standard Industrial Classification
Code Number)
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75-2379388
(I.R.S. Employer Identification Number) |
1105 Peters Road
Harvey, Louisiana 70058
(504) 362-4321
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
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Robert S. Taylor
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Copy to: |
Chief Financial Officer
Superior Energy Services, Inc.
1105 Peters Road
Harvey, Louisiana 70058
(504) 362-4321
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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William B. Masters
Scott D. Chenevert
Jones, Walker, Waechter,
Poitevent, Carrère & Denègre, L.L.P.
201 St. Charles Avenue, 51st Floor
New Orleans, Louisiana 70170
(504) 582-8278
Fax: (504) 589-8278 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. þ
TABLE OF CO-REGISTRANTS
Each of the following subsidiaries of Superior Energy Services, Inc., and each other
subsidiary that is or becomes a guarantor of the securities registered by Registration Statement
No. 333-142532, is hereby deemed to be a registrant.
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JURISDICTION OF |
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I.R.S. EMPLOYER |
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INCORPORATION OR |
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IDENTIFICATION |
EXACT NAME OF ADDITIONAL REGISTRANTS* |
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FORMATION |
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NUMBER |
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SESI, L.L.C.
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Delaware
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76-0664124 |
1105 Peters Road, L.L.C.
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Louisiana
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76-0664198 |
Advanced Oilwell Services, Inc.
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Louisiana
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72-1436239 |
Blowout Tools, Inc.
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Texas
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76-0111962 |
Concentric Pipe and Tool Rentals, L.L.C.
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Louisiana
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76-0664127 |
Connection Technology, L.L.C.
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Louisiana
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76-0664128 |
CSI Technologies, LLC
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Texas
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47-0946936 |
Drilling Logistics, L.L.C.
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Louisiana
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76-0664199 |
Fastorq, L.L.C.
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Louisiana
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76-0664133 |
H.B. Rentals, L.C.
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Louisiana
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72-1307291 |
International Snubbing Services, L.L.C.
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Louisiana
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76-0664134 |
Non-Magnetic Rental Tools, L.L.C.
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Louisiana
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76-0664213 |
ProActive Compliance, L.L.C.
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Delaware
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20-4803434 |
Production Management Industries, L.L.C.
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Louisiana
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76-0664137 |
SE Finance LP
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Delaware
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76-0668090 |
SEGEN LLC
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Delaware
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72-1491885 |
SELIM LLC
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Delaware
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72-1491884 |
SEMO, L.L.C.
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Louisiana
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81-0583622 |
SEMSE, L.L.C.
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Louisiana
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81-0583620 |
SPN Resources, LLC
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Louisiana
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16-1671971 |
Stabil Drill Specialties, L.L.C.
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Louisiana
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76-0664138 |
Sub-Surface Tools, L.L.C.
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Louisiana
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76-0664195 |
Superior Canada Holding, Inc.
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Delaware
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20-0833087 |
Superior Energy Services, L.L.C.
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Louisiana
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76-0664196 |
Superior Inspection Services, Inc.
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Louisiana
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72-1454991 |
Universal Fishing and Rental Tools, Inc.
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Louisiana
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02-0634841 |
Warrior Energy Services Corporation
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Delaware
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20-8009424 |
Wild Well Control, Inc.
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Texas
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74-1873477 |
Workstrings, L.L.C.
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Louisiana
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72-1340390 |
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The address for each of the co-registrants is 1105 Peters Road, Harvey, Louisiana, 70058,
telephone (504) 362-4321. |
EXPLANATORY NOTE
This Post Effective Amendment No. 1 to Registration Statement No. 333-142532 is being filed by
Superior Energy Services, Inc. and the other co-registrants listed in the Table of Co-Registrants
for the purpose of adding Advanced Oilwell Services, Inc. as a co-registrant due to its guarantee
of the notes. No changes or additions are being made hereby to the base prospectus that already
forms a part of the Registration Statement. Accordingly, the base prospectus has been omitted from
this filing.
II-2
TABLE OF CONTENTS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Not applicable.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
SESI, L.L.C.
Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited
liability company to indemnify and hold harmless any member or manager or other person from and
against any and all claims and demands whatsoever. Section 4.5 of SESIs Limited Liability
Agreement states:
Indemnification of the Member. Except to the extent such indemnification may be
prohibited by law, the Company, its receiver, or its trustee shall indemnify, hold harmless, and
pay all judgments and claims against the Member relating to any liability or damage incurred or
suffered by any person by reason of any act performed or omitted to be performed (but not
constituting willful misconduct, an intentional violation of this Agreement or gross negligence)
by the Member or its agents or employees in connection with the Companys business, including
reasonable attorneys fees incurred by the Member in connection with the defense or any claim or
action based on any such act or omission. Such liability or damage caused by the Members acts
or omissions in connection with the business of the Company includes but is not limited to any
reasonable attorneys fees incurred by the Member in connection with the defense of any action
based on such acts or omissions, which attorneys fees may be paid as incurred.
SUPERIOR ENERGY SERVICES, INC.
Our certificate of incorporation contains provisions eliminating the personal liability of our
directors and stockholders for monetary damages for breaches of their fiduciary duties as directors
to the fullest extent permitted by the Delaware General Corporation Law (the DGCL). By virtue of
these provisions, under current Delaware law a director of the Company will not be personally
liable for monetary damages for a breach of his or her fiduciary duty except for liability for (a)
a breach of his or her duty of loyalty to the Company or to its stockholders, (b) acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation of law, (c)
dividends or stock repurchases or redemptions that are unlawful under Delaware law and (d) any
transaction from which he or she receives an improper personal benefit. In addition, our
certificate of incorporation provides that if Delaware law is amended to authorize the further
elimination or limitation of the liability of a director, then the liability of the directors shall
be eliminated or limited to the fullest extent permitted by Delaware law, as amended. These
provisions pertain only to breaches of duty by directors as directors and not in any other
corporate capacity, such as officers, and limit liability only for breaches of fiduciary duties
under Delaware corporate law and not for violations of other laws such as the federal securities
laws.
Our certificate of incorporation also requires us to indemnify our directors, officers,
employees and agents to the fullest extent permitted by the DGCL against certain expenses and
costs, judgments, settlements and fines incurred in the defense of any claim, including any claim
brought by or in the right of the Company, to which they were made parties by reason of being or
having been directors, officers, employees and agents.
Under Section 9 of our by-laws, we are required to defend and indemnify each person who is
involved in any threatened or actual claim, action or proceeding by reason of the fact that such
person is or was a director or officer or serving in a similar position with respect to another
entity at our request if (a) the director or officer is successful in defending the claim on its
merits or otherwise or (b) the director or officer meets the standard of conduct described in
Section 9 of our by-laws. However, the director or officer is not entitled to indemnification if
(i) the claim is brought by the director or officer against us or (ii) the claim is brought by the
director or officer as a derivative action by us or in our right, and the action has not been
authorized by our board of directors. The rights conferred by Section 9 of our by-laws are
contractual rights and include the right to be paid expenses incurred in defending the action, suit
or proceeding in advance of its final disposition.
In addition, we have entered into an indemnity agreement with each of our directors and
certain key executive officers, pursuant to which we have agreed under certain circumstances to
purchase and maintain directors and officers liability insurance. The agreements also provide
that we will indemnify the directors or officers, as applicable, against any costs and expenses,
judgments, settlements and fines incurred in connection with any claim involving them by reason of
their position as a director or officer, as applicable, that are in excess of the coverage provided
by such insurance (provided that the director or officer meets certain standards of conduct). Under
the indemnity agreements, we are not required to purchase and maintain directors and officers
liability insurance if our board of directors unanimously determines in good faith that there is
insufficient benefit to us from the insurance.
II-3
ITEM 16. EXHIBITS
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Exhibit |
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4.1
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Indenture, dated as of December 12, 2006 by and among Superior Energy Services, Inc., SESI,
L.L.C., the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee,
including form of 1.5% Senior Exchangeable Notes due 2026 (incorporated herein by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the SEC on December 13,
2006). |
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4.2
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Registration Rights Agreement dated December 12, 2006 by and among Superior Energy Services,
Inc., SESI, L.L.C., the guarantors named therein, Bear, Stearns & Co. Inc., Lehman Brothers
Inc. and JPMorgan Securities Inc. (incorporated herein by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K filed with the SEC on December 13, 2006). |
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4.3
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Specimen Stock Certificate (incorporated herein by reference to Amendment No. 1 to the
Companys Form S-4 on Form SB-2 (Registration Statement No. 33-94454)). |
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4.4
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Certificate of Incorporation of the Company (incorporated herein by reference to the
Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996). |
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4.5
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Certificate of Amendment to the Companys Certificate of Incorporation (incorporated herein
by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30,
1999). |
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4.6
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Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1
to the Companys Form 8-K filed on November 15, 2004). |
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*5.1
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Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. |
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**8.1
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Opinion re tax matters. |
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**12.1
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Statement of Computation of Ratios. |
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*23.1
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Consent of KPMG LLP. |
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*23.2
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Consent of Grant Thornton LLP. |
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*23.3
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Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. (included in Exhibit 5.1). |
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*23.4
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Consent of DeGolyer and MacNaughton. |
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*24.1
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Power of Attorney (included in signature pages hereto). |
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**25.1
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Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation Designated
to Act as Trustee of The Bank of New York Trust Company, N.A. (Form T-1). |
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Filed herewith. |
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Previously filed. |
ITEM 17.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
II-4
(ii) To reflect in the prospectus any facts or events arising after the effective date of this
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the Calculation of Registration Fee table in the
effective registration statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the
registration statement is on Form S-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be
part of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a)
of the Securities Act shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after effectiveness or the date of
the first contract of sale of securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the Registrant under the Securities Act
to any purchaser in the initial distribution of the securities, the undersigned Registrant
undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the
offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided by or on behalf of
the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
II-5
filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
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SUPERIOR ENERGY SERVICES, INC.
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By: |
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Terence E. Hall |
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Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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Chairman of the Board and
Chief Executive Officer
and a Director
(Principal Executive Officer)
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October 19, 2007 |
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/s/ Robert S. Taylor
Robert S. Taylor
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Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
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October 19, 2007 |
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Director
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October 19, 2007 |
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Director
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October 19, 2007 |
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Director
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October 19, 2007 |
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Director
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October 19, 2007 |
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Director
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October 19, 2007 |
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Director
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October 19, 2007 |
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* By: |
/s/ Robert S. Taylor
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Robert S. Taylor |
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Attorney-in-fact |
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II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
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SESI, LLC
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By: |
SUPERIOR ENERGY SERVICES, INC.
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By: |
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Terence E. Hall |
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Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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Chairman of the Board and
Chief Executive Officer
and a Director
(Principal Executive Officer)
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October 19, 2007 |
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/s/ Robert S. Taylor
Robert S. Taylor
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Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
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October 19, 2007 |
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Director
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October 19, 2007 |
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Director
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October 19, 2007 |
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Director
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October 19, 2007 |
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Director
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October 19, 2007 |
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Director
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October 19, 2007 |
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Director
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October 19, 2007 |
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* By: |
/s/ Robert S. Taylor
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Robert S. Taylor |
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Attorney-in-fact |
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II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
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SUPERIOR ENERGY SERVICES, L.L.C.
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By: |
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Terence E. Hall |
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Authorized Representative |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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*
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Director and President
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October 19, 2007 |
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Terence E. Hall
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(Principal Executive Officer) |
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Executive Vice President, Chief Financial |
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/s/ Robert S. Taylor
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Officer, and Treasurer
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October 19, 2007 |
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Robert S. Taylor
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(Principal Financial Officer) |
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* By: |
/s/ Robert S. Taylor
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Robert S. Taylor |
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Attorney-in-fact |
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II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
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1105 PETERS ROAD, L.L.C.
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By: |
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Terence E. Hall |
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Authorized Representative |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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*
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Director and President
|
|
October 19, 2007 |
|
|
|
|
|
Terence E. Hall
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Robert S. Taylor
|
|
Vice President and Treasurer
|
|
October 19, 2007 |
|
|
|
|
|
Robert S. Taylor
|
|
(Principal Financial Officer) |
|
|
|
|
|
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|
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|
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* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
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|
|
Attorney-in-fact |
|
|
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
H.B. RENTALS, L.C.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
*
|
|
Director and President
|
|
October 19, 2007 |
|
|
|
|
|
Terence E. Hall
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Robert S. Taylor
|
|
Treasurer
|
|
October 19, 2007 |
|
|
|
|
|
Robert S. Taylor
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
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|
|
SPN RESOURCES, LLC
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
*
|
|
President
|
|
October 19, 2007 |
|
|
|
|
|
Greg Miller
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Robert S. Taylor
|
|
Vice President and Treasurer
|
|
October 19, 2007 |
|
|
|
|
|
Robert S. Taylor
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 19, 2007 |
|
|
|
|
|
Terence E. Hall |
|
|
|
|
|
|
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
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|
|
|
|
SEMO, L.L.C.
SEMSE, L.L.C.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
*
|
|
Director and President
|
|
October 19, 2007 |
|
|
|
|
|
Terence E. Hall
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Robert S. Taylor
|
|
Vice President and Treasurer
|
|
October 19, 2007 |
|
|
|
|
|
Robert S. Taylor
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
STABIL DRILL SPECIALTIES, L.L.C.
NON-MAGNETIC RENTAL TOOLS, L.L.C.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
*
|
|
President
|
|
October 19, 2007 |
|
|
|
|
|
Sammy Joe Russo
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Robert S. Taylor
|
|
Vice President and Treasurer
|
|
October 19, 2007 |
|
|
|
|
|
Robert S. Taylor
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 19, 2007 |
|
|
|
|
|
Terence E. Hall |
|
|
|
|
|
|
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
SUB-SURFACE TOOLS, L.L.C.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
*
|
|
President
|
|
October 19, 2007 |
|
|
|
|
|
Kay S. Vinson
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Robert S. Taylor
|
|
Vice President and Treasurer
|
|
October 19, 2007 |
|
|
|
|
|
Robert S. Taylor
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 19, 2007 |
|
|
|
|
|
Terence E. Hall |
|
|
|
|
|
|
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
PRODUCTION MANAGEMENT INDUSTRIES,
L.L.C.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
*
|
|
(Principal Executive Officer)
|
|
October 19, 2007 |
|
|
|
|
|
Pat Bernard |
|
|
|
|
|
|
|
|
|
/s/ Robert S. Taylor
|
|
Vice President and Treasurer
|
|
October 19, 2007 |
|
|
|
|
|
Robert S. Taylor
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 19, 2007 |
|
|
|
|
|
Terence E. Hall |
|
|
|
|
|
|
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
INTERNATIONAL SNUBBING
SERVICES, L.L.C.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
President
(Principal Executive Officer)
|
|
October 19, 2007 |
|
|
|
|
|
/s/ Robert S. Taylor
Robert S. Taylor
|
|
Vice President and Treasurer
(Principal Financial Officer)
|
|
October 19, 2007 |
|
|
|
|
|
|
|
Director
|
|
October 19, 2007 |
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
|
|
|
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
CONCENTRIC PIPE AND TOOL RENTALS, L.L.C.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
President
(Principal Executive Officer)
|
|
October 19, 2007 |
|
|
|
|
|
/s/ Robert S. Taylor
Robert S. Taylor
|
|
Vice President and Treasurer
(Principal Financial Officer)
|
|
October 19, 2007 |
|
|
|
|
|
|
|
Director
|
|
October 19, 2007 |
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
|
|
|
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
FASTORQ, L.L.C.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
President
(Principal Executive Officer)
|
|
October 19, 2007 |
|
|
|
|
|
/s/ Robert S. Taylor
Robert S. Taylor
|
|
Vice President and Treasurer
(Principal Financial Officer)
|
|
October 19, 2007 |
|
|
|
|
|
|
|
Director
|
|
October 19, 2007 |
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
|
|
|
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
CONNECTION TECHNOLOGY, L.L.C.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
Director and President
(Principal Executive Officer)
|
|
October 19, 2007 |
|
|
|
|
|
/s/ Robert S. Taylor
Robert S. Taylor
|
|
Vice President and Treasurer
(Principal Financial Officer)
|
|
October 19, 2007 |
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
|
|
|
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
PROACTIVE COMPLIANCE, L.L.C.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
President
(Principal Executive Officer)
|
|
October 19, 2007 |
|
|
|
|
|
/s/ Robert S. Taylor
Robert S. Taylor
|
|
Vice President and Treasurer
(Principal Financial Officer)
|
|
October 19, 2007 |
|
|
|
|
|
|
|
Director
|
|
October 19, 2007 |
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
|
|
|
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
DRILLING LOGISTICS, L.L.C.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
President
(Principal Executive Officer)
|
|
October 19, 2007 |
|
|
|
|
|
/s/ Robert S. Taylor
Robert S. Taylor
|
|
Vice President and Treasurer
(Principal Financial Officer)
|
|
October 19, 2007 |
|
|
|
|
|
|
|
Director
|
|
October 19, 2007 |
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
|
|
|
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
SELIM LLC
SEGEN LLC
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
Manager
|
|
October 19, 2007 |
|
|
|
|
|
/s/ Robert S. Taylor
Robert S. Taylor
|
|
Manager
|
|
October 19, 2007 |
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
|
|
|
|
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
SE FINANCE LP
|
|
|
By: |
SEGEN LLC,
Its general partner
|
|
|
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
Manager
|
|
October 19, 2007 |
|
|
|
|
|
/s/ Robert S. Taylor
Robert S. Taylor
|
|
Manager
|
|
October 19, 2007 |
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
|
Robert S. Taylor |
|
|
|
|
Attorney-in-fact |
|
|
|
|
|
|
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
WILD WELL CONTROL, INC.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
|
|
|
Authorized Representative |
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
October 19, 2007 |
|
|
|
|
|
/s/ Robert S. Taylor
Robert S. Taylor
|
|
Vice President and Treasurer
(Principal Financial Officer)
|
|
October 19, 2007 |
|
|
|
|
|
|
|
Director
|
|
October 19, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
* By: |
/s/ Robert S. Taylor
|
|
|
|
Robert S. Taylor |
|
|
|
Attorney-in-fact |
|
|
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
|
|
|
|
|
|
BLOWOUT TOOLS, INC.
|
|
|
By: |
*
|
|
|
|
Terence E. Hall |
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Authorized Representative |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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President
(Principal Executive Officer)
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October 19, 2007 |
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/s/ Robert S. Taylor
Robert S. Taylor
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Vice President and Treasurer
(Principal Financial Officer)
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October 19, 2007 |
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Director
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October 19, 2007 |
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* By: |
/s/ Robert S. Taylor
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Robert S. Taylor |
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Attorney-in-fact |
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II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
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WORKSTRINGS, L.L.C.
SUPERIOR INSPECTION SERVICES, INC.
UNIVERSAL FISHING AND RENTAL TOOLS, INC.
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By: |
*
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Terence E. Hall |
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Authorized Representative |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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President
(Principal Executive Officer)
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October 19, 2007 |
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/s/ Robert S. Taylor
Robert S. Taylor
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Vice President and Treasurer
(Principal Financial Officer)
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October 19, 2007 |
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Director
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October 19, 2007 |
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* By: |
/s/ Robert S. Taylor
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Robert S. Taylor |
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Attorney-in-fact |
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II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
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SUPERIOR CANADA HOLDING, INC.
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By: |
*
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Terence E. Hall |
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Authorized Representative |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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Director and President
(Principal Executive Officer)
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October 19, 2007 |
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/s/ Robert S. Taylor
Robert S. Taylor
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Treasurer and Secretary
(Principal Financial Officer)
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October 19, 2007 |
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* By: |
/s/ Robert S. Taylor
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Robert S. Taylor |
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Attorney-in-fact |
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II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
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CSI TECHNOLOGIES, LLC
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By: |
*
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Terence E. Hall |
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Authorized Representative |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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President
(Principal Executive Officer)
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October 19, 2007 |
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/s/ Robert S. Taylor
Robert S. Taylor
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Vice President and Treasurer
(Principal Financial Officer)
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October 19, 2007 |
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Director
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October 19, 2007 |
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* By: |
/s/ Robert S. Taylor
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Robert S. Taylor |
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Attorney-in-fact |
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II-29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
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WARRIOR ENERGY SERVICES CORPORATION
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By: |
*
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Terence E. Hall |
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Authorized Representative |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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Chief Executive Officer and President
(Principal Executive Officer)
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October 19, 2007 |
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/s/ Robert S. Taylor
Robert S. Taylor
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Vice President and Treasurer
(Principal Financial Officer)
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October 19, 2007 |
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Director
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October 19, 2007 |
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* By: |
/s/ Robert S. Taylor
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Robert S. Taylor |
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Attorney-in-fact |
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II-30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
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ADVANCED OILWELL SERVICES, INC.
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By: |
/s/ Terence E. Hall
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Terence E. Hall |
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Authorized Representative |
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POWER OF ATTORNEY
Each person whose signature to this registration statement appears below hereby appoints
Terence E. Hall or Robert S. Taylor as his attorney-in-fact, with full power of substitution, to
sign on his behalf, individually and in the capacity stated below, and to file (i) any and all
additional amendments and post-effective amendments to the Registration Statement and (ii) any
registration statement relating to the same offering pursuant to Rule 462(b) under the Securities
Act of 1933 which amendments or registration statements may make such changes and additions as such
attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Jerry W. McConnell
Jerry W. McConnell
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President
(Principal Executive Officer)
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October 19, 2007 |
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/s/ Robert S. Taylor
Robert S. Taylor
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Vice President and Treasurer
(Principal Financial Officer)
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October 19, 2007 |
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/s/ Terence E. Hall
Terence E. Hall
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Director
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October 19, 2007 |
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II-31
Table of Contents
Exhibit Index
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Number |
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Exhibit |
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4.1
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Indenture, dated as of December 12, 2006 by and among Superior Energy Services, Inc., SESI,
L.L.C., the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee,
including form of 1.5% Senior Exchangeable Notes due 2026 (incorporated herein by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the SEC on December 13,
2006). |
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4.2
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Registration Rights Agreement dated December 12, 2006 by and among Superior Energy Services,
Inc., SESI, L.L.C., the guarantors named therein, Bear, Stearns & Co. Inc., Lehman Brothers
Inc. and JPMorgan Securities Inc. (incorporated herein by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K filed with the SEC on December 13, 2006). |
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4.3
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Specimen Stock Certificate (incorporated herein by reference to Amendment No. 1 to the
Companys Form S-4 on Form SB-2 (Registration Statement No. 33-94454)). |
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4.4
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Certificate of Incorporation of the Company (incorporated herein by reference to the
Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996). |
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4.5
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Certificate of Amendment to the Companys Certificate of Incorporation (incorporated herein
by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30,
1999). |
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4.6
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Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1
to the Companys Form 8-K filed on November 15, 2004). |
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*5.1
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Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. |
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**8.1
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Opinion re tax matters. |
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**12.1
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Statement of Computation of Ratios. |
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*23.1
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Consent of KPMG LLP. |
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*23.2
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Consent of Grant Thornton LLP. |
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*23.3
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Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. (included in Exhibit 5.1). |
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*23.4
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Consent of DeGolyer and MacNaughton. |
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*24.1
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Power of Attorney (included in signature pages hereto). |
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**25.1
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Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee of The Bank
of New York Trust Company, N.A. (Form T-1). |
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* |
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Filed herewith. |
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** |
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Previously filed. |
exv5w1
Exhibit 5.1
October 19, 2007
SESI, L.L.C.
1105 Peters Road
Harvey, Louisiana 70058
Re: Post Effective Amendment No. 1 to Registration Statement 333-142532
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of Post Effective Amendment
No. 1 (the Amendment) to Registration Statement No. 333-142532 (the Registration Statement)
filed by Superior Energy Services, Inc. (Parent), SESI, L.L.C. (the Company) and the other
registrants named therein, with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended, for the purpose of adding Advanced Oilwell Services, Inc., a
wholly-owned subsidiary of the Company (AOS), as a co-registrant thereunder in connection with
the guarantee by AOS of the Companys 1.50% Senior Exchangeable Notes due 2026 (the Notes).
The Notes were issued under an Indenture (the Indenture) dated as of December 12, 2006 among
the Company, Parent, the other guarantors named therein and the Bank of New York Trust Company,
N.A., as trustee (the Trustee). The Company, Parent, AOS, the other guarantors named therein and
the Trustee entered into a Supplemental Indenture (the Supplemental Indenture) dated as of
September 13, 2007 to amend the Indenture to add AOS as a Subsidiary Guarantor (as defined in the
Indenture) with respect to the Notes.
In so acting, we have examined originals, or photostatic or certified copies of the Amendment,
the Registration Statement, the Indenture, the Supplemental Indenture, the Notes and such records
of the Company and AOS, and such other documents as we have deemed relevant. In connection with
this opinion, we have assumed that the Amendment, and any subsequent amendments to the Registration
Statement (including post-effective amendments), will have become effective and the Notes were
issued and sold in compliance with applicable federal and state securities laws.
For purposes of expressing the opinion hereinafter set forth, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents.
Based upon the foregoing, and subject to the qualifications stated herein, we are of the
opinion that the guarantee of AOS is the valid, legal and binding obligation of AOS, subject to (1)
bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium and
other similar laws of general application affecting the rights and remedies of creditors generally
and (2) general principles of equity, regardless of whether applied in a proceeding in equity or at
law.
The opinions expressed above are limited in all respects to the present laws of the State of
Louisiana, the State of Texas, the State of New York, the General Corporation Law of the State of
Delaware and present federal laws. We express no opinion as to the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the Amendment. In giving this
consent, we do not admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the general rules and regulations of the
Commission promulgated thereunder.
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Very truly yours,
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/s/ JONES, WALKER, WAECHTER, POITEVENT, CARRÈRE & DENÈGRE, L.L.P.
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JONES, WALKER, WAECHTER, POITEVENT, CARRÈRE & DENÈGRE, L.L.P. |
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exv23w1
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Superior Energy Services, Inc.
We consent to the use of our reports dated February 28, 2007, with respect to the consolidated
balance sheets of Superior Energy Services, Inc. as of December 31, 2006 and 2005, and the related
consolidated statements of operations, stockholders equity, and cash flows for each of the years
in the three-year period ended December 31, 2006, managements assessment of the effectiveness of
internal control over financial reporting as of December 31, 2006 and the effectiveness of internal
control over financial reporting incorporated herein by reference.
Our report for the year ended December 31, 2006 refers to a change in the method of accounting for
share-based payments.
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/s/ KPMG LLP
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New Orleans, Louisiana October 18, 2007 |
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exv23w2
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 29, 2006 accompanying the financial statements of Warrior
Energy Services Corporation appearing in the Annual Report on Form 10-K for the year ended December
31, 2005 which are incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned report.
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/s/ GRANT THORNTON LLP
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Houston, Texas October 19, 2007 |
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exv23w4
Exhibit 23.4
DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
October 18, 2007
Superior Energy Services, Inc.
1105 Peters Road
Harvey, LA 70058
Ladies and Gentlemen;
We hereby consent to the references to DeGolyer and MacNaughton and to the inclusion of our
estimates of reserves in Superior Energy Services, Inc.s (the Company) Registration Statement on
Form S-3 (the Registration Statement) to be filed with the United States Securities and Exchange
Commission in October 2007, and to the inclusion by reference of the Companys Annual Report on
Form 10-K for the year ended December 31, 2006, in the Registration Statement. Our estimates of
the oil, condensate, and natural gas reserves of certain properties owned by the Company are
contained in our report entitled Appraisal Report as of December 31, 2006 on Certain Properties
owned by SPN Resources, LLC. SPN Resources, LLC is a wholly owned subsidiary of the Company. We
further consent to the specific references to DeGolyer and MacNaughton as the independent petroleum
engineering firm in the Experts section of the Registration Statement.
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Very truly yours,
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/s/ DeGOLYER and MacNAUGHTON
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DeGOLYER and MacNAUGHTON |
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