exv4w5








    Exhibit 4.5



 



    
    



 




    ALLIS-CHALMERS
    ENERGY INC.



 




    Notice to
    Clients of Stockholders Who Are Acting as Nominees



 




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



 



    Enclosed for your consideration is a prospectus supplement,
    dated June 2, 2009 (the “Prospectus Supplement”),
    relating to the issuance by Allis-Chalmers Energy Inc. (the
    “Company”) of non-transferable warrants (the
    “Warrants”) entitling stockholders of record 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 Prospectus
    Supplement.



 



    The Company has allocated to you one non-transferable Warrant
    for each share of Common Stock held by us in your account 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”).



 



    Enclosed are copies of the following documents:



 



    1. the Prospectus Supplement, dated June 2, 2009; and



 



    2. a Beneficial Owner Election Form.



 



    THE ENCLOSED MATERIALS ARE BEING FORWARDED TO YOU AS THE
    BENEFICIAL OWNER OF COMMON STOCK HELD BY US IN YOUR ACCOUNT BUT
    NOT REGISTERED IN YOUR NAME. ANY EXERCISE OF WARRANTS MAY ONLY
    BE MADE BY US AS THE RECORD OWNER OF SUCH COMMON STOCK AND
    PURSUANT TO YOUR INSTRUCTIONS.



 



    Accordingly, we request instructions as to whether you wish us
    to subscribe for any of the shares of Common Stock which you are
    entitled to purchase pursuant to the terms and subject to the
    conditions set forth in the enclosed Prospectus Supplement.
    However, we urge you to read the Prospectus Supplement carefully
    before instructing us to exercise any Warrants. Your
    instructions to us should be forwarded as promptly as possible
    in order to permit us to exercise the Warrants on your behalf in
    accordance with the provisions of the offering. The offering
    will expire at 5:00 p.m., New York City time, on the
    Expiration Date. You will have no right to rescind your exercise
    after receipt of your payment of the subscription price, except
    as described in the Prospectus. Warrants not exercised at or
    prior to 5:00 p.m., New York City time, on the Expiration
    Date will expire.



 



    If you wish to have us, on your behalf, exercise your Warrants
    to purchase any shares of Common Stock which you are entitled to
    purchase, please so instruct us by completing, executing and
    returning to us the Beneficial Owner Election Form included with
    this letter.



 



    ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE
    OFFERING SHOULD BE DIRECTED TO GEORGESON INC., THE INFORMATION
    AGENT, TOLL-FREE AT THE FOLLOWING TELEPHONE NUMBER:
    (866) 577-4988.