8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  February 28, 2011 (February 23, 2011)

ALLIS-CHALMERS ENERGY INC.

(Exact name of registrant as specified in its charter)

Delaware	001-02199	27-3321250
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

5075 Westheimer
Suite 890
Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (713) 369-0550

______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

In this Current Report on Form 8-K (“Form 8-K”), “we,” “us,” “our” and the “Company” refers to Allis-Chalmers Energy Inc. (formerly known as Wellco Sub Company) and its consolidated subsidiaries.

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth under Item 2.03 below regarding the Supplemental Indentures is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 23, 2011, Allis-Chalmers Energy Inc., a Delaware corporation (“Allis-Chalmers”), completed its merger (the “Merger”) with and into Wellco Sub Company (“Wellco”), a Delaware corporation and wholly owned subsidiary of Seawell Limited (“Seawell”), with Wellco continuing as the surviving entity under the name Allis-Chalmers Energy Inc.  The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of August 10, 2010, by and among Allis-Chalmers, Seawell and Wellco, as amended by the Amendment Agreement, dated as of October 10, 2010, by and among Allis-Chalmers, Seawell and Wellco (as so amended, the “Merger Agreement”).  Pursuant to the Merger, each outstanding share of common stock of Allis-Chalmers was converted into the right to receive either $4.25 cash or 1.15 fully paid and nonassessable Seawell common shares.  In connection with the Merger, as described below under Item 5.03, the name of the Company was changed from “Wellco Sub Company” to “Allis-Chalmers Energy Inc.”

The Merger will be accounted for under the purchase method of accounting.  Accordingly, Allis-Chalmers’ results of operations will be included in Seawell’s consolidated results of operations only for periods subsequent to the Merger.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 23, 2011, the Company entered into (i) a Third Supplemental Indenture (the “2006 Supplemental Indenture”), by and among the Company, the other Guarantor parties thereto and Wells Fargo Bank, N.A., as trustee (the “Trustee”), to the Indenture dated as of January 18, 2006, as amended and supplemented to date, governing the Company’s 9.0% Senior Notes due 2014, and (ii) a Supplemental Indenture (the “2007 Supplemental Indenture, and together with the 2006 Supplemental Indenture, the “Supplemental Indentures”), by and among the Company, the other Guarantor parties thereto and the Trustee, to the Indenture dated as of January 27, 2007, governing the Company’s 8.5% Senior Notes due 2017. The purpose of the Supplemental Indentures is to add the Company as a permitted successor of Allis-Chalmers.

Copies of the 2006 Supplemental Indenture and the 2007 Supplemental Indenture are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein in their entirety.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below regarding the Certificate of Designations is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

Effective as of the effective time of the Merger, on February 23, 2011, a change in control of Allis-Chalmers occurred, and Allis-Chalmers now is a wholly owned subsidiary of Seawell. The disclosure under Item 2.01 hereto is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Certificate of Incorporation

On February 23, 2011, in connection with the Merger, the Company adopted an amendment to its Certificate of Incorporation to change its name from “Wellco Sub Company” to “Allis-Chalmers Energy Inc.”  The Certificate of Merger amending the Company’s Certificate of Incorporation is filed as Exhibit 3.1 to this  Current Report on Form 8-K and is incorporated by reference herein.

Certificate of Designations

On February 23, 2011, in connection with the Merger, as approved by our predecessor’s board of directors and pursuant to the Merger Agreement, the Company’s predecessor adopted an amendment to its Certificate of Designations of 7.0% convertible preferred stock (the “Certificate of Designations”) to provide that if holders of  the Company’s predecessor’s common stock have the opportunity to elect a form of consideration to be received in the Merger, the holders of preferred stock shall have the same rights as the holders of common stock with respect to any such election. The Certificate of Amendment to the Certificate of Designations is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01 Other Events.

On February 23, 2011, we issued a press release announcing the completion of the Merger.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The financial information described below reflects treatment of the Merger under the purchase method of accounting, as described more fully in the proxy statement on Form DEFM14/A filed by the Company on January 25, 2011 under the caption “Accounting Treatment.”

(a)           Financial Statements of Businesses Acquired

The audited consolidated balance sheets of Allis-Chalmers as of December 31, 2009 and 2008 and the audited consolidated statements of operations and cash flows of Allis-Chalmers for the three years ended December 31, 2009 are incorporated by reference in this Form 8-K from Allis-Chalmers’ Annual Report on Form 10-K for the year ended December 31, 2009.

The unaudited condensed consolidated financial statements of Allis-Chalmers for the three- and nine-month periods ended September 30, 2010 and 2009 are incorporated by reference in this Form 8-K from Allis-Chalmers’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.

(b)           Pro Forma Financial Information

The pro forma financial information required by this Item 9.01(b) as of and for the year ended December 31, 2009 and the nine months ended September 30, 2010 were previously filed in the proxy statement on Form DEFM14/A filed by the Company on January 25, 2011 under the caption “Unaudited Pro Forma Condensed Combined Financial Statements.”

(d)           Exhibits

3.1 Certificate of Merger of Allis-Chalmers Energy Inc. with and into Wellco Sub Company, dated February 23, 2011.

3.2 Certificate of Amendment to Certificate of Designations of 7.0% Convertible Perpetual Preferred Stock of Allis-Chalmers Energy Inc., dated February 23, 2011.

10.1 Third Supplemental Indenture, dated February 23, 2011, by and among Allis-Chalmers Energy Inc. (formerly known as Wellco Sub Company), the other Guarantors parties thereto  and Wells Fargo Bank N.A., as Trustee, relating to the 9.0% Senior Notes due 2014.

10.2 Supplemental Indenture, dated February 23, 2011, by and among Allis-Chalmers Energy Inc. (formerly known as Wellco Sub Company), the other Guarantors parties thereto and Wells Fargo Bank N.A., as Trustee, relating to the  8.5% Senior Notes due 2017.

99.1 Press Release, dated February 23, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALLIS-CHALMERS ENERGY INC.
	(Registrant)
Date:  February 28, 2011	By:	/s/ Victor M. Perez
		Victor M. Perez
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number     Exhibit Description

3.1 Certificate of Merger of Allis-Chalmers Energy Inc. with and into Wellco Sub Company, dated February 23, 2011.

3.2 Certificate of Amendment to Certificate of Designations of 7.0% Convertible Perpetual Preferred Stock of Allis-Chalmers Energy Inc., dated February 23, 2011.

10.1 Third Supplemental Indenture, dated February 23, 2011, by and among Allis-Chalmers Energy Inc. (formerly known as Wellco Sub Company), the other Guarantors parties thereto  and Wells Fargo Bank N.A., as Trustee, relating to the 9.0% Senior Notes due 2014.

10.2 Supplemental Indenture, dated February 23, 2011, by and among Allis-Chalmers Energy Inc. (formerly known as Wellco Sub Company), the other Guarantors parties thereto and Wells Fargo Bank N.A., as Trustee, relating to the  8.5% Senior Notes due 2017.

99.1 Press Release, dated February 23, 2011.

EX-3.1

Exhibit 3.1

CERTIFICATE OF MERGER

OF

ALLIS-CHALMERS ENERGY INC.

(a Delaware corporation)

WITH AND INTO

WELLCO SUB COMPANY

(a Delaware corporation)

This Certificate of Merger is being executed and filed pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”). The undersigned hereby certifies that:

FIRST:          The name and state of incorporation of each of the constituent corporations is as follows:

Name	State of Incorporation
Allis-Chalmers Energy Inc.	Delaware
Wellco Sub Company	Delaware

SECOND:     An Agreement and Plan of Merger, dated as of August 12, 2010, by and among Allis-Chalmers Energy Inc., Seawell Limited and Wellco Sub Company, as amended by an Amendment Agreement, dated as of October 1, 2010, by and among Allis-Chalmers Energy Inc., Seawell Limited and Wellco Sub Company (as so amended, the “Merger Agreement”), pursuant to which Allis-Chalmers Energy Inc. will merge with and into Wellco Sub Company (the “Merger”), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the provisions of Section 251 of the DGCL.

THIRD:        The name of the surviving corporation is Wellco Sub Company except, at the effective time of the Merger and pursuant to the Merger, the name of the surviving corporation will be changed to Allis-Chalmers Energy Inc.(the “Surviving Corporation”).

FOURTH:     The Certificate of Incorporation of Wellco Sub Company shall be the Certificate of Incorporation of the Surviving Corporation except that, at the effective time of the Merger and pursuant to the Merger, Article First of its Certificate of Incorporation shall be amended to read as follows:

FIRST:  The name of the Corporation is Allis-Chalmers Energy Inc. (hereinafter the "Corporation").

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FIFTH:          The Merger shall become effective at the time this Certificate of Merger is filed with the Secretary of State of the State of Delaware.

SIXTH:         A copy of the executed Merger Agreement is on file at an office of the Surviving Corporation, at 11125 Equity Dr., Suite 200, Houston, Texas 77041.

SEVENTH:   A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

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IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be executed on February 23, 2011.

WELLCO SUB COMPANY
a Delaware corporation
By:	/s/ Max L. Bouthillette
Name:	Max L. Bouthillette
Title:	Vice President, Secretary and
	General Counsel

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EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF DESIGNATIONS

OF

7.0% CONVERTIBLE PERPETUAL PREFERRED STOCK

OF

ALLIS-CHALMERS ENERGY INC.

Allis-Chalmers Energy Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), DOES HEREBY CERTIFY as follows:

FIRST: That the Board of Directors of the Company, at a duly convened meeting on August 12, 2010, duly adopted resolutions approving and adopting the amendments set forth below to the Certificate of Designations of 7.0% Convertible Perpetual Preferred Stock of the Company (the “Certificate of Designations”), and that such amendments have been approved and adopted by the requisite number of existing holders of the Common Stock and the 7.0% Convertible Perpetual Preferred Stock of the Company.

SECOND: That the amendments set forth below have been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

THIRD: That the Certificate of Designations is hereby amended as follows:

  A.    The last two sentences of Section 9 of the Certificate of Designations shall be deleted and replaced by the following:

“If the holders of the Common Stock have the opportunity to elect the form of consideration to be received in the Transaction, the holders of Preferred Stock shall have the same rights as the holders of the Common Stock with respect to any such election. The Corporation shall not become a party to any Transaction unless its terms are consistent with the foregoing.”

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by Theodore F. Pound III, its General Counsel and Secretary, as of the 23rd day of February, 2011.

ALLIS-CHALMERS ENERGY INC.
By:	/s/ Theodore F. Pound III
	Name:	Theodore F. Pound III
	Title:	General Counsel and Secretary

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EX-10.1

Exhibit 10.1

THIRD SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY THE PERMITTED SUCCESSOR

THIRD Supplemental Indenture (this “Supplemental Indenture”), dated as of February 23, 2011, among Allis-Chalmers Energy Inc. (formerly known as Wellco Sub Company), a Delaware Corporation (the “Permitted Successor”) and a permitted successor of Allis-Chalmers Energy Inc., a Delaware corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., a nationally chartered banking association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated as of January 18, 2006, as amended and supplemented to date (the “Indenture”) providing for the issuance of 9.0% Senior Notes due 2014 (the “Notes”);

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of August 12, 2010, by and among the Company, Seawell Limited, a Bermuda corporation and parent of the Permitted Successor (“Seawell”), and the Permitted Successor, as amended by the Amendment Agreement, dated as of October 1, 2010, by and among the Company, Seawell and the Permitted Successor (as so amended, the “Merger Agreement”), the Company merged with and into the Permitted Successor, with the Permitted Successor continuing as the surviving entity (the “Merger”);

WHEREAS, Section 5.01(a)(i) of the Indenture provides that, in connection with the Merger, the Permitted Successor shall assume all of the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

WHEREAS, Section 9.01(a)(iii) of the Indenture provides that the Company, the Guarantors and the Trustee may amend the Indenture without the consent of Holders in order to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; and

WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Permitted Successor, the Company, the other Guarantors and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Notes:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

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2. Agreement to ASSUME OBLIGATIONS. The Permitted Successor hereby unconditionally assumes all of the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement (the “Assumption”).

3. Execution and Delivery. The Assumption shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Assumption.

4. No Recourse Against Others. Pursuant to Section 12.07 of the Indenture, no director, officer, employee, incorporator, stockholder, member, manager or partner of the Permitted Successor shall have any liability for any obligations of the Permitted Successor under the Notes, the Indenture, this Supplemental Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. This waiver and release are part of the consideration for the Assumption.

5. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

6. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Permitted Successor and the Company.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

PERMITTED SUCCESSOR:
ALLIS-CHALMERS ENERGY INC. (formerly known as Wellco Sub Company)
By:	/s/ Max Bouthillette
Name:	Max Bouthillette
Title:	Senior Vice President,
	Secretary, and General Counsel
TRUSTEE:
WELLS FARGO BANK, N.A.
By:	/s/ Patrick T. Giordano
Name:	Patrick T. Giordano
Title:	Vice President

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GUARANTORS
AirComp LLC
Allis-Chalmers Directional Drilling Services LLC
Allis-Chalmers Drilling LLC
Allis-Chalmers Holdings Inc.
Allis-Chalmers Management LLC
Allis-Chalmers Production Services LLC
Allis-Chalmers Rental Services LLC
Allis-Chalmers Tubular Services LLC
By:	/s/ Max Bouthillette
Name:	Max Bouthillette
Title:	Senior Vice President and Secretary

4

EX-10.2

Exhibit 10.2

SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY THE PERMITTED SUCCESSOR

Supplemental Indenture (this “Supplemental Indenture”), dated as of February 23, 2011, among Allis-Chalmers Energy Inc. (formerly known as Wellco Sub Company), a Delaware Corporation (the “Permitted Successor”) and a permitted successor of Allis-Chalmers Energy Inc., a Delaware corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., a nationally chartered banking association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated as of January 29, 2007 (the “Indenture”) providing for the issuance of 8.5% Senior Notes due 2017 (the “Notes”);

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of August 12, 2010, by and among the Company, Seawell Limited, a Bermuda corporation and parent of the Permitted Successor (“Seawell”), and the Permitted Successor, as amended by the Amendment Agreement, dated as of October 1, 2010, by and among the Company, Seawell and the Permitted Successor (as so amended, the “Merger Agreement”), the Company merged with and into the Permitted Successor, with the Permitted Successor continuing as the surviving entity (the “Merger”);

WHEREAS, Section 5.01(a)(i) of the Indenture provides that, in connection with the Merger, the Permitted Successor shall assume all of the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

WHEREAS, Section 9.01(a)(iii) of the Indenture provides that the Company, the Guarantors and the Trustee may amend the Indenture without the consent of Holders in order to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; and

WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Permitted Successor, the Company, the other Guarantors and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Notes:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Agreement to ASSUME OBLIGATIONS. The Permitted Successor hereby unconditionally assumes all of the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement (the “Assumption”).

3. Execution and Delivery. The Assumption shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Assumption.

4. No Recourse Against Others. Pursuant to Section 12.07 of the Indenture, no director, officer, employee, incorporator, stockholder, member, manager or partner of the Permitted Successor shall have any liability for any obligations of the Permitted Successor under the Notes, the Indenture, this Supplemental Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. This waiver and release are part of the consideration for the Assumption.

5. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

6. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Permitted Successor and the Company.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

PERMITTED SUCCESSOR:
ALLIS-CHALMERS ENERGY INC. (formerly known as Wellco Sub Company)
By:	/s/ Max Bouthillette
Name:	Max Bouthillette
Title:	Senior Vice President,
	Secretary, and General Counsel
TRUSTEE:
WELLS FARGO BANK, N.A.
By:	/s/ Patrick T. Giordano
Name:	Patrick T. Giordano
Title:	Vice President

2

GUARANTORS
AirComp LLC
Allis-Chalmers Directional Drilling Services LLC
Allis-Chalmers Drilling LLC
Allis-Chalmers Holdings Inc.
Allis-Chalmers Management LLC
Allis-Chalmers Production Services LLC
Allis-Chalmers Rental Services LLC
Allis-Chalmers Tubular Services LLC
By:	/s/ Max Bouthillette
Name:	Max Bouthillette
Title:	Senior Vice President and Secretary

3

GUARANTORS
AirComp LLC
Allis-Chalmers Directional Drilling Services LLC
Allis-Chalmers Drilling LLC
Allis-Chalmers Holdings Inc.
Allis-Chalmers Management LLC
Allis-Chalmers Production Services LLC
Allis-Chalmers Rental Services LLC
Allis-Chalmers Tubular Services LLC
American Well Control Inc.
By:	/s/ Max Bouthillette
Name:	Max Bouthillette
Title:	Senior Vice President and Secretary

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EX-99.1

Exhibit 99.1

Contact: Jorgen Rasmussen

+47 51 30 80 00

Thorleif Egeli

+47 51 30 80 00

SEAWELL - COMPLETION OF MERGER WITH ALLIS-CHALMERS ENERGY INC,

Hamilton, Bermuda (February 23, 2011)

Seawell Limited (OSE: SEAW) and Allis-Chalmers Energy Inc. (NYSE: ALY) announced today that the Allis-Chalmers stockholders  approved the proposals related to the proposed merger of Allis-Chalmers into Wellco Sub Company, a wholly owned subsidiary of Seawell, at the special meeting held for such purpose earlier today, and that the merger has been completed.

Each share of Allis-Chalmers stock will be converted into either $4.25 in cash or 1.15 common shares of Seawell, depending on elections made by the Allis-Chalmers stockholders. Seawell and Allis-Chalmers anticipate that the final election results will be determined by March 4, 2011 and that the new common shares will be issued and tradable by the same date.

Seawell and Allis-Chalmers also confirmed that the deadline for Allis-Chalmers stockholders to make an election with respect to the type of merger consideration they wish to receive expired today at 5:00 p.m., Houston time.  Based on the preliminary election results, approximately 97% of Allis-Chalmers stockholders elected to receive Seawell common shares and, as a result, Seawell may issue up to approximately 101 million common shares in connection with the merger, including shares issuable upon exercise of Allis-Chalmers options assumed by Seawell pursuant to the merger.

Forward-Looking Statements

This press release contains forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) regarding the merger of Allis-Chalmers and Seawell. Words such as expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this press release.

Although forward-looking statements in this press release reflect the good faith judgment of our respective management teams, such statements can only be based on facts and factors that our respective management teams currently know. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.

We urge readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Allis-Chalmers and Seawell undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this press release.