Lime reports devilray Rock had evan longoria signed baseball conclude agreed, subject to certain terms and conditions, to backstopAllis-Chalmers` previously announced rights offering by purchasing fromAllis-Chalmers, at a price of $2.50 per share, shares not purchased byAllis-Chalmers` existing stockholders. Pursuant to this backstop commitment,Lime Rock purchased from Allis-Chalmers 19,889,044 shares of Allis-Chalmers`common stock, representing approximately 27.9% of Allis-Chalmers` common stockoutstanding after the closing of the rights offering and the backstopcommitment. The backstop commitment yielded gross proceeds to Allis-Chalmers ofapproximately $49.7 million. Lime Rock had also agreed, subject to certain terms and conditions, to purchasefrom Allis-Chalmers shares of newly-issued 7.0% convertible perpetual preferredstock.
Pursuant to this preferred stock purchase commitment, Lime Rock purchasedfrom Allis-Chalmers 36,393 shares of convertible preferred stock at a price of$1,000.00 per share devilrays . The shares of convertible preferred stock sold to Lime Rockwill be convertible into 14,202,146 shares of Allis-Chalmers` common stock at aconversion price of approximately $2.56 per share, subject to adjustment tamba bay rays . Thesale of preferred stock yielded gross proceeds to Allis-Chalmers ofapproximately $36.4 million tampa bay rays . The aggregate gross proceeds of Allis-Chalmers` rights offering to itsstockholders, the sale of common stock to Lime Rock through the backstopcommitment, and the sale of convertible preferred stock to Lime Rock wereapproximately $125.6 million tropicana field concerts . Allis-Chalmers intends to use the net proceeds ofthe rights offering and sale of common stock to Lime Rock to repay indebtednessoutstanding under its bank credit facility and senior notes, and intends to usethe net proceeds of the sale of convertible preferred stock to Lime Rock torepay indebtedness and for general corporate purposes.
Pursuant to its backstop commitment and preferred stock purchase commitment,Lime Rock has acquired approximately 39.8% of Allis-Chalmers` outstanding commonstock on a pro forma basis, as adjusted for the rights offering, the backstopcommitment and the convertible preferred stock purchase (counting theconvertible preferred stock on an as converted basis) devilrays baseball . However, pursuant to theterms of the agreements between Allis-Chalmers and Lime Rock, Lime Rock`s totalvoting power will not exceed 35% of the total voting power of Allis-Chalmers`stockholders evan longoria signed baseball . Lime Rock has also agreed, with certain exceptions, that for aperiod of three years it will not acquire any shares of voting stock ofAllis-Chalmers that would, when combined with shares of voting stock alreadyowned by Lime Rock, cause it to own more than 45% of Allis-Chalmers` commonstock or more than 35% of the total voting power of Allis-Chalmers`stockholders tamba bay rays . RBC Capital Markets Corporation served as Allis-Chalmers` financial advisor inconnection with the rights offering, backstop commitment and private placementof convertible preferred stock . This press release does not constitute an offer to sell, or the solicitation ofan offer to buy, any securities, and there will be no sale of any securities inany state in which such an offer, solicitation, or sale would be unlawful priorto the registration of qualification of such securities under the securitieslaws of any such state. The common stock and convertible preferred stock sold toLime Rock were not, and will not be, registered under the Securities Act of1933, as amended, and may not be offered or sold in the United States absentregistration under such act or the availability of an applicable exemption fromthe registration requirements of such act About Allis-ChalmersAllis-Chalmers Energy Inc is a Houston-based multi-faceted oilfield servicescompany. Allis-Chalmers provide services and equipment to oil and natural gasexploration and production companies, domestically primarily in Texas,Louisiana, New Mexico, Oklahoma, Arkansas, offshore in the Gulf of Mexico, andinternationally, primarily in Argentina, Brazil and Mexico.
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