exv4w3








    Exhibit 4.3



 



    
    



 




    ALLIS-CHALMERS
    ENERGY INC.



 




    Notice to
    Stockholders Who Are Record Holders



 




    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
    (“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 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”).



 



    Enclosed are copies of the following documents:



 



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



 



    2. a Warrant Certificate;



 



    3. Instructions as to Use of Allis-Chalmers Energy Inc.
    Warrant Certificates;



 



    4. a Notice of Guaranteed Delivery; and



 



    5. a return envelope, addressed to American Stock
    Transfer & Trust Company (the “Subscription
    Agent”).



 



    Your prompt attention is requested. To exercise your Warrants,
    you should complete and sign the Warrant Certificate or Notice
    of Guaranteed Delivery and forward it, with payment of the
    aggregate subscription price, to the Subscription Agent, as
    indicated in the instructions. The Subscription Agent must
    receive the properly completed and duly executed Warrant
    Certificate or Notice of Guaranteed Delivery and full payment at
    or prior to 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 aggregate subscription price, except as
    described in the Prospectus Supplement. Warrants not exercised
    at or prior to 5:00 p.m., New York City time, on the
    Expiration Date will expire.



 



    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.