exv4w4








    Exhibit 4.4



 



    
    



 




    ALLIS-CHALMERS
    ENERGY INC.



 




    Notice to
    Stockholders Who Are Acting as Nominees



 




    Up to
    35,683,688 Shares of Common Stock Issuable Upon Exercise of
    Non-Transferable Warrants
    



 



    This letter is being distributed to broker-dealers, trust
    companies, custodian banks and other nominees in connection with
    the issuance by Allis-Chalmers Energy Inc. (the
    “Company”) of non-transferable warrants (the
    “Warrants”) entitling stockholders of record
    (“Record Date Stockholders”) as of 5:00 p.m., New
    York City time, on June 1, 2009 (the “Record
    Date”) to subscribe for an aggregate of
    35,683,688 shares of the Company’s common stock, par
    value $0.01 per share (“Common Stock”), on the terms
    and subject to the conditions described in the Company’s
    prospectus supplement, dated June 2, 2009 (the
    “Prospectus Supplement”).



 



    The Company has allocated one non-transferable Warrant to each
    Record Date Stockholder for each share of Common Stock owned as
    of the Record Date. The Warrants may be exercised at any time
    during the subscription period, which commences on June 5,
    2009 and ends at 5:00 p.m., New York City time, on
    June 19, 2009, unless extended by the Company in its sole
    discretion (as it may be extended, the “Expiration
    Date”).



 



    As described in the Prospectus Supplement, each Warrant entitles
    the holder thereof to purchase shares of Common Stock at the
    subscription price of $2.50 per share of Common Stock, and
    consists of a basic subscription right and an oversubscription
    right. The basic subscription right entitles Warrant holders to
    purchase one share of Common Stock at the subscription price for
    each Warrant held. The oversubscription right entitles Warrant
    holders who exercise their basic subscription right in full to
    purchase, at the subscription price, additional shares of Common
    Stock that are offered but not purchased by other Warrant
    holders. The maximum number of shares that a Warrant holder may
    purchase through his oversubscription right is 32% of the number
    of shares that he is entitled to purchase through his basic
    subscription right. If an insufficient number of shares is
    available to fully satisfy the oversubscription requests, the
    available shares will be sold pro rata among Warrant holders who
    exercise the oversubscription rights. The Warrants are evidenced
    by Warrant certificates (the “Warrant Certificates”)
    registered in your name or the name of your nominee. Each
    beneficial owner of shares of Common Stock registered in your
    name or the name of your nominee is entitled to one Warrant for
    every share of Common Stock owned by such beneficial owner as of
    the Record Date.



 



    We are asking persons who hold shares Common Stock beneficially,
    and who have received the Warrants distributable with respect to
    those shares through a broker-dealer, trust company, custodian
    bank or other nominee, to contact the appropriate institution or
    nominee and request it to effect the transactions for them.



 



    If you exercise the oversubscription right on behalf of
    beneficial owners of Warrants, you will be required to certify
    to American Stock Transfer & Trust Company (the
    “Subscription Agent”) and the Company, in connection
    with the exercise of the oversubscription right, as to the
    aggregate number of Warrants that have been exercised pursuant
    to the basic subscription right, whether the Warrants exercised
    pursuant to the basic subscription right on behalf of each
    beneficial owner for which you are acting have been exercised in
    full, and the number of shares of Common Stock being subscribed
    for pursuant to the oversubscription right by each beneficial
    owner of Warrants on whose behalf you are acting.



 



    Enclosed are copies of the following documents:



 



    1. the Prospectus Supplement, dated June 2, 2008;



 



    2. a form of letter which may be sent to beneficial holders
    of the Common Stock;



 



    3. a Beneficial Owner Election Form; and



 



    3. a Notice of Guaranteed Delivery.



 



    Warrants not exercised at or prior to 5:00 p.m., New York
    City time, on the Expiration Date will expire.













 






    Additional copies of the enclosed materials may be obtained by
    contacting the information agent, Georgeson, Inc., toll-free at
    the following telephone number:
    (866) 577-4988.



 



    NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS WILL MAKE YOU OR ANY
    OTHER PERSON AN AGENT OF THE COMPANY, THE SUBSCRIPTION AGENT,
    THE INFORMATION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE
    MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF
    THE WARRANTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
    STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE
    OFFERING, EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS
    SUPPLEMENT.