As
filed with the Securities and Exchange Commission on May 11, 2011.
Registration
No. 333173926
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1 to
FORM F-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Precision Drilling Corporation
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrants name into English)
SEE TABLE OF ADDITIONAL REGISTRANTS
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Alberta, Canada
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1381
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Not Applicable
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(State or Other Jurisdiction of
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(Primary Standard Industrial Classification
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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Code Number)
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4200, 150 6
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Avenue S.W.
Calgary, Alberta, Canada T2P 3Y7
(403) 716-4500
(Address and telephone number of
Registrants principal executive offices)
Precision Drilling Oilfield Services Corporation
10350 Richmond Avenue, Suite 700
Houston, Texas 77042
(713) 435-6184
(Name, address and telephone number of agent for service)
Copies to:
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Joanne L. Alexander, Esq.
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Risë B. Norman, Esq.
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Precision Drilling Corporation
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Simpson Thacher & Bartlett LLP
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4200, 150 6th Avenue S.W.
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425 Lexington Avenue
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Calgary, Alberta, Canada T2P 3Y7
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New York, New York 10017
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(403) 716-4500
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(212)-455-2000
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Approximate date of commencement of proposed sale to the public:
As soon as practicable
after the effective date of this Registration Statement.
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering.
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If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
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If applicable, place an X in the box to designate the appropriate rule provision relied upon
in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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CALCULATION OF REGISTRATION FEE
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Proposed Aggregate
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Proposed Maximum
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Title of each class of Securities to
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Amount to be
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Offering Price Per Note
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Aggregate Offering Price
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Amount of Registration
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be Registered
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Registered
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(1)
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(1)
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Fee
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6.625% Senior Notes due 2020
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US$650,000,000
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100
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%
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US$650,000,000
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US$75,465
(2)
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Guarantees of 6.625% Senior
Notes due 2020 (3)
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N/A
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N/A
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N/A
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N/A (4)
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(1)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under
the Securities Act of 1933, as amended (the Securities Act).
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(2)
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Previously paid.
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(3)
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See inside facing page for table of registrant guarantors.
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(4)
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Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the
guarantees.
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The registrants hereby amend this Registration Statement on such date or dates as may be
necessary to delay its effective date until the registrants shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with
Section 8(a)
of the Securities Act, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said
Section
8(a)
, may determine.
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
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Primary Standard
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Exact Name of Registrant
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State or Other
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Industrial
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Guarantor as Specified in
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Jurisdiction of
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Classification
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I.R.S. Employer
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Addresses and Telephone
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its Charter (or Other
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Incorporation or
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Code
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Identification
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Numbers of Principal
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Organizational Document)
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Organization
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Number
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Number
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Executive Offices
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DI Energy, Inc.
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Texas
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1381
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74-2175411
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10350 Richmond Avenue, Suite 700
Houston, TX 77042
(713) 435-6184
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DI/Perfensa Inc.
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Texas
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1381
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76-0378440
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10350 Richmond Avenue, Suite 700
Houston, TX 77042
(713) 435-6184
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Grey Wolf International, Inc.
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Texas
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1381
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76-0000351
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10350 Richmond Avenue, Suite 700
Houston, TX 77042
(713) 435-6184
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Grey Wolf International
Drilling Corporation
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Canada
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1381
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Not Applicable
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4200, 150 6
th
Avenue, S.W. Calgary, Alberta,
Canada T2P 3Y7
(403) 716-4500
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Grey Wolf Supply Inc.
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Texas
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1381
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27-0185992
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10350 Richmond Avenue, Suite
700 Houston, TX 77042
(713) 435-6184
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Murco Drilling Corporation
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Delaware
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1381
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72-0512163
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10350 Richmond Avenue, Suite
700 Houston, TX 77042
(713) 435-6184
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Precision Completion &
Production Services Ltd.
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Delaware
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1381
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98-0679637
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10350 Richmond Avenue, Suite
700 Houston, TX 77042
(713) 435-6184
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Precision Directional
Services, Inc.
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Texas
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1381
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45-0603611
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10350 Richmond Avenue, Suite
700 Houston, TX 77042
(713) 435-6184
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Precision Diversified
Oilfield Services Corp.
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Alberta, Canada
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1381
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Not Applicable
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4200, 150 6
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Avenue, S.W. Calgary, Alberta,
Canada T2P 3Y7
(403) 716-4500
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Precision Drilling Canada
Limited Partnership
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Alberta, Canada
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1381
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Not Applicable
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4200, 150 6
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Avenue, S.W. Calgary, Alberta,
Canada T2P 3Y7
(403) 716-4500
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Precision Drilling Company LP
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Texas
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1381
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76-0590999
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10350 Richmond Avenue, Suite
700 Houston, TX 77042
(713) 435-6184
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Primary Standard
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Exact Name of Registrant
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State or Other
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Industrial
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Guarantor as Specified in
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Jurisdiction of
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Classification
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I.R.S. Employer
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Addresses and Telephone
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its Charter (or Other
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Incorporation or
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Code
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Identification
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Numbers of Principal
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Organizational Document)
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Organization
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Number
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Number
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Executive Offices
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Precision Drilling
Holdings Company
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Nevada
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1381
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74-1987143
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10350 Richmond Avenue, Suite
700 Houston, TX 77042
(713) 435-6184
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Precision Drilling, Inc.
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Delaware
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1381
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26-4435759
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10350 Richmond Avenue, Suite
700 Houston, TX 77042
(713) 435-6184
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Precision Drilling LLC
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Louisiana
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1381
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72-1433406
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10350 Richmond Avenue, Suite
700 Houston, TX 77042
(713) 435-6184
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Precision Drilling
Oilfield Services
Corporation
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Texas
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1381
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26-3638348
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10350 Richmond Avenue, Suite
700 Houston, TX 77042
(713) 435-6184
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Precision Limited Partnership
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Alberta, Canada
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1381
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Not Applicable
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4200, 150 6
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Avenue, S.W. Calgary, Alberta,
Canada T2P 3Y7
(403) 716-4500
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Precision Oilfield
Personnel Services Ltd.
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Alberta, Canada
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1381
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Not Applicable
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4200, 150 6
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Avenue, S.W. Calgary, Alberta,
Canada T2P 3Y7
(403) 716-4500
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EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 to the Registration Statement on Form F-4 (File No.
333-173926) of Precision Drilling Corporation is filed solely for the purposes of amending the
signature pages included in Part II of the Registration Statement. No other changes or additions
are being made hereby to the preliminary prospectus which forms Part I of the Registration
Statement. Accordingly, the preliminary prospectus of the Registration Statement has been omitted
from this filing.
II.
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 20.
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Indemnification
of Directors and Officers
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Canadian
Registrants
Precision
Drilling Corporation, Precision Diversified Oilfield Services
Corp. and Precision Oilfield Personnel Services Ltd. are
incorporated under the laws of Alberta, Canada.
Under the
Business Corporations Act
(Alberta) (the
ABCA), a corporation may indemnify a present or
former director or officer of the corporation or a person who
acts or acted at the corporations request as a director or
officer of a body corporate of which the corporation is or was a
shareholder or creditor, and his heirs and legal representatives
(an Indemnified Party), against all costs, charges
and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director
or officer of the corporation or that body corporate, if the
director or officer acted honestly and in good faith with a view
to the best interests of the corporation, and, in the case of a
criminal or administrative action or proceeding that is enforced
by a monetary penalty, the director or officer had reasonable
grounds for believing that his conduct was lawful. Such
indemnification may be in connection with an action by or on
behalf of the corporation to procure a judgment in its favor
only with court approval. An Indemnified Party is entitled to
indemnification from the corporation as a matter of right if in
the defense of the matter or action he or she was substantially
successful on the merits, fulfilled the conditions set forth
above, and is fairly and reasonably entitled to indemnity.
The bylaws of Precision Drilling Corporation provide that,
subject to section 124 of the ABCA, except in respect of an
action by or on behalf of the corporation or body corporate to
procure a judgment in its favor, the corporation shall indemnify
a director or officer of the corporation, a former director or
officer of a body corporate of which the corporation is or was a
shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is
made a party by reason for being or having been a director or
officer of the corporation or body corporate, if he acted
honestly and in good faith with a view to the best interests of
the corporation and in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was
lawful. The corporation shall, subject to the approval of a
Court (as defined in the ABCA), indemnify a person in respect of
an action by or on behalf of the corporation or a body corporate
to procure a judgment in its favor, to which he is made a party
by reason of being or having been a director or an officer of
the corporation or body corporate, against all costs, charges
and expenses reasonably incurred by him in connection with such
action if he fulfills the following conditions. A person shall
be entitled to indemnity from the corporation in respect of all
costs, charges and expenses reasonably incurred by him in
connection with the defense of any civil, criminal, or
administrative action or proceeding to which he is made a party
by reason of being or having been a director or officer of the
corporation or body corporate, if the person seeking indemnity
was substantially successful on the merits of his defense of the
action or proceeding and if he acted honestly and in good faith
with a view to the best interests of the corporation and in the
case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
The bylaws of Precision Diversified Oilfield Services Corp.
provide that subject to the limitations contained in the ABCA,
the corporation shall indemnify a director or officer, or a
former director or officer, or a person who acts or acted at the
corporations request as a director or officer of a body
corporate of which the corporation is or was a shareholder or
creditor (or a person who undertakes or has undertaken any
liability on behalf of the corporation or any such body
corporate) and his heirs and legal representatives, against all
costs, charges and expenses, including an amount paid to settle
an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason for being or
having been a director or officer of the corporation or such
body corporate, if he acted honestly and in good faith with a
view to the best interests of the corporation and in the case of
a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
II-1
The bylaws of Precision Oilfield Personnel Services Ltd. provide
that the corporation shall indemnify a director or officer of
the corporation, a former director or officer of the
corporation, or a person who acts or acted at the
corporations request as a director or officer of a body
corporate of which the corporation is or was a shareholder or
creditor, and his heirs and legal representatives in the
circumstances contemplated by, and to the fullest extent
permitted by the ABCA.
Precision
Drilling Canada Limited Partnership and Precision Limited
Partnership are formed under the laws of Alberta,
Canada.
Pursuant to the
Partnership Act
(Alberta) (the
Alberta Partnership Act), a limited partner is not
liable for the obligations of the limited partnership
except in respect of the amount of property the limited partner
contributes or agrees to contribute to the capital of the
limited partnership.
Pursuant to the limited partnership agreement of Precision
Drilling Canada Limited Partnership, the general partner has
unlimited liability for the debts, liabilities and obligations
of the partnership to the extent of its assets. The liability of
each limited partner for the liabilities and obligations of the
partnership is limited to the amount of its capital
contribution(s) plus its pro rata share of the undistributed
assets of the partnership. A limited partner will have no
further personal liability for such liabilities and obligations
and following the payment of its capital contribution will not
be liable for any additional assessments or contributions to the
partnership, except that the limited partners shall be bound to
return to the partnership such part of any amount distributed to
them as may be necessary to restore the capital of the
partnership to its existing amount before such distribution if,
as a result of such distribution, the capital of the partnership
is reduced and the partnership is unable to pay its debts as
they become due. Except for its own gross negligence or willful
misconduct, the general partner is not liable to the limited
partners for any mistake or error in judgment, any act or
omission believed in good faith to be within the scope of
authority conferred by the limited partnership agreement and any
loss or damage to property of the partnership caused by
circumstances beyond the control of the general partner. The
general partner shall indemnify the partnership for any damages
incurred as a result of an act of gross negligence or willful
misconduct of the general partner.
The limited partnership agreement of Precision Limited
Partnership provides that the general partner has unlimited
liability for the debts, liabilities and obligations of the
partnership to the extent of its assets. The liability of each
limited partner for the liabilities and obligations of the
partnership is limited to the amount of his capital contribution
plus his pro rata share of the undistributed assets of the
partnership provided the limited partner is not in breach of any
term hereof or the provisions of the Alberta Partnership Act. A
limited partner will have no further personal liability for such
liabilities and obligations and following the payment of his
capital contribution will not be liable for any additional
assessments or contributions to the partnership, except that the
limited partners shall be bound to return to the partnership
such part of any amount distributed to them as may be necessary
to restore the capital of the partnership to its existing amount
before such distribution if, as a result of such distribution,
the capital of the partnership is reduced and the partnership is
unable to pay its debts as they become due. Except for its own
gross negligence or willful misconduct, the general partner is
not liable to the limited partners for any mistake or error in
judgment, any act or omission believed in good faith to be
within the scope of authority conferred by the limited
partnership agreement and any loss or damage to property of the
partnership for any damages incurred as a result of an act of
gross negligence or willful misconduct of the general partner.
Grey
Wolf International Drilling Corporation is incorporated under
the Canada Business Corporations Act.
Pursuant to the provisions of the
Canada Business
Corporations Act
(the CBCA), a CBCA corporation
may indemnify a current or former director or officer or any
other individual who, at the request of the corporation, acts or
has acted as a director or officer, or in any similar capacity,
of the corporation or any other entity. Such indemnity may
include all costs, charges and expenses reasonably incurred by
the individual in respect of any civil, criminal,
administrative, investigative or other proceeding in which the
individual becomes involved as a result of having acted as a
director or officer, or in any similar capacity, of the
corporation or such other entity.
II-2
A CBCA corporation may not indemnify such an individual unless
the individual has (a) acted honestly and in good faith,
with a view to the best interests of the corporation or the
other entity, as the case may be, and (b) in the case of a
criminal or administrative action or proceeding that is enforced
by a monetary penalty, the individual had reasonable grounds for
believing that their conduct was lawful. Current and former
directors and officers, and those acting in a similar capacity,
will be entitled to indemnification from a CBCA corporation if
they have not been judged by a court or other competent
authority to have committed any fault or omitted to do anything
they ought to have done and conditions (a) and (b) set
out above in this paragraph have been fulfilled. A CBCA
corporation may advance moneys to an indemnified individual for
the costs, charges and expenses of a proceeding; however, such
individual must repay the moneys if they do not satisfy
conditions (a) and (b) set out above in this
paragraph. CBCA corporations may purchase and maintain liability
insurance for the benefit for those individuals entitled to
indemnification under the CBCA. In the case of a derivative
action, indemnification may only be made with court approval.
The bylaws of Grey Wolf International Drilling Corporation
provide that the corporation shall indemnify a director or
officer of the corporation, a former director or officer of the
corporation or a person who acts or acted at the
corporations request as a director or officer of a body
corporate of which the corporation is or was a shareholder or
creditor, and his heirs and legal representatives to the extent
permitted by the CBCA. Except as otherwise required by the CBCA
and provided for in the bylaws, the corporation may from time to
time indemnify and save harmless any person who was or is a
party or is threatened to be made a party to any threatened,
pending or contemplated action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of the
fact that he is or was an employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee, agent of or participant in another
body corporate, partnership, joint venture, trust or other
enterprise, against expenses (including legal fees), judgments,
fines and any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted
honestly and in good faith with a view to the best interests of
the corporation and, with respect to any criminal or
administrative action or proceeding that is enforced by a
monetary penalty, had reasonable grounds for believing that his
conduct was lawful. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction shall
not, of itself, create a presumption that the person did not act
honestly and in good faith with a view to the best interests of
the corporation and, with respect to any criminal or
administrative action or proceeding that is enforced by a
monetary penalty, had no reasonable grounds for believing that
his conduct was lawful. The provisions for indemnification
contained in the bylaws of the corporation shall not be deemed
exclusive of any other rights to which any person seeking
indemnification may be entitled under any agreement, vote of
shareholders or directors or otherwise, both as to action in his
official capacity and as to action in another capacity, and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs and legal representatives of such a person.
Delaware
Registrants
Murco
Drilling Corporation, Precision Completion &
Production Services Ltd. and Precision Drilling, Inc. are
incorporated under the laws of Delaware.
Section 145 of the Delaware General Corporation Law (the
DGCL) grants each corporation organized thereunder
the power to indemnify any person who is or was a director,
officer, employee or agent of a corporation or enterprise,
against expenses, including attorneys fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in
the right of the corporation, by reason of being or having been
in any such capacity, if he acted in good faith in a manner
reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 102(b)(7) of the DGCL enables a corporation in its
certificate of incorporation or an amendment thereto to
eliminate or limit the personal liability of a director to the
corporation or its stockholders of monetary damages for
violations of the directors fiduciary duty of care, except
(i) for any breach of the directors duty of loyalty
to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from
which a director derived an improper personal benefit.
II-3
The certificate of incorporation of each of Murco Drilling
Corporation, Precision Completion & Production
Services Ltd. and Precision Drilling, Inc. indemnifies and
advances expenses to all current and former officers of the
corporation to the fullest extent permitted by applicable laws,
as such laws exist and to such greater extent as they may
provide in the future and provides that the liability of the
directors of the corporation to the corporation or its
stockholders for monetary damages shall be limited to the
fullest extent permitted by applicable laws, as such laws exist
and to such greater extent as they may provide in the future.
Each of the bylaws of Murco Drilling Corporation, Precision
Completion & Production Services Ltd. and Precision
Drilling, Inc. further state that each person who was or is a
party or is threatened to be made a party to or is involved in
any threatened, pending or completed action, by reason of the
fact that he is or was a director or officer of the corporation
or is or was serving at the request of the corporation in any
other shall be indemnified and held harmless by the corporation
to the fullest extent permitted by law and with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful; provided, however, that the
corporation shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by
such person only if such proceeding was authorized by the Board
of Directors of the corporation. With respect to actions by or
in the right of the corporation, each of the bylaws provide that
no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been finally
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to
the extent that the court in which such action is brought or any
other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as such
court shall deem proper.
Louisiana
Registrant
Precision
Drilling LLC is formed under the laws of the state of
Louisiana.
Section 315 of the Louisiana Limited Liability Company Act
permits a limited liability company, in its articles of
organization or in a written operating agreement, to eliminate
or limit the personal liability of a member or members, if
management is reserved to the members, or a manager or managers,
if management is vested in one or more managers, for monetary
damages for breach of any duty of diligence, care, judgment or
skill. Notwithstanding the foregoing, the liability of a member
or manager shall not be limited or eliminated for the amount of
a financial benefit received by a member or manager to which he
is not entitled or for an intentional violation of a criminal
law.
The regulations of Precision Drilling LLC provide that each
person who was or is made a party or is threatened to be made a
party to or is involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (a proceeding), or
any appeal in such a proceeding or any inquiry or investigation
that could lead to such a proceeding, by reason of the fact that
he or she, or a person of whom he or she is the legal
representative, is or was a member or officer of the company or
while a member or officer of the company is or was serving at
the request of the company as a director, officer, partner,
venture, proprietor, trustee, employee, agent of similar
functionary of another foreign or domestic limited liability
company, corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise
shall be indemnified by the company to the fullest extent
permitted by the Louisiana Limited Liability Company Act, as the
same exists or may be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
company to provide broader indemnification rights than said law
permitted the company to provide prior to such amendment)
against judgments, penalties (including excise and similar taxes
and punitive damages), fines, settlements and reasonable
expenses (including, without limitation attorneys fees)
actually incurred by such person in connection with such
proceeding, and indemnification rights shall continue as to a
person who has ceased to serve in the capacity which initially
entitled such person to indemnity.
Nevada
Registrant
Precision
Drilling Holdings Company is incorporated under the laws of
Nevada.
In general, Chapter 78 of the Nevada Revised Statutes
(NRS) entitled Private Corporations
(Nevada Corporation Law) permits Precision Drilling
Holdings Company (Precision Drilling) to indemnify
its directors, officers, employees or agents against liabilities
they may incur while serving in such capacities. Under NRS
II-4
78.7502, and as provided in the Bylaws of Precision Drilling,
Precision Drilling may indemnify its directors, officers,
employees or agents who were or are a party or are threatened to
be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative (except an action by or in the right of Precision
Drilling), by reason of the fact that they are or were
directors, officers, employees or agents of Precision Drilling,
or are or were serving, at the request of Precision Drilling, as
directors, officers, employees or agents of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys fees, judgments, fines, and
amounts paid in settlement, actually and reasonably incurred by
them in connection with the action, suit, or proceeding, unless
it is ultimately determined by a court of competent jurisdiction
that they breached their fiduciary duties set forth at NRS
78.138 owed to Precision Drilling or did not act in good faith
and in a manner which they reasonably believed to be in, or not
opposed to, the best interests of Precision Drilling, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was unlawful.
Similarly, the Bylaws of Precision Drilling provide that it may
indemnify any party who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of Precision Drilling or
another entity at Precision Drillings request, including
amounts paid in settlement and attorneys fees actually and
reasonably incurred by the person in the defense or settlement
of the action or suit if the person is not liable for breach of
their fiduciaries duties set forth at NRS 78.138, and acted in
good faith and a manner which he or she reasonably believed to
be in, or not opposed to, the best interests of Precision
Drilling. However, indemnification may not be made if the person
seeking indemnification has been adjudged by a court of
competent jurisdiction, after all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to
the corporation unless the court in which the action or suit was
brought or another court of competent jurisdiction determines
that in view of all of the circumstances, the person is fairly
and reasonably entitled to indemnity for such expenses as the
court deems proper. In addition, the applicable statutory
provisions require that Precision Drilling indemnify its
directors, officers, employees or agents who have been
successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to above, against expenses,
including attorneys fees, actually and reasonably incurred
by them in connection with the defense.
Any discretionary indemnification by Precision Drilling, unless
ordered by a court or advanced by Precision Drilling upon the
receipt of an undertaking by or on behalf of the indemnified
party, may be made only as authorized in the specific case upon
a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The
determination must be made by the stockholders, or by the board
of directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or
proceeding, or if a majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion, or
if a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, then by
independent legal counsel in a written opinion.
The Articles of Incorporation, or the Bylaws or an agreement
made by Precision Drilling provide that Precision Drilling will
advance expenses incurred by directors or officers in defending
a civil or criminal action, suit, or proceeding as they are
incurred upon receipt of an undertaking that is provided by or
on behalf of such directors or officers to repay such advances
if it is ultimately determined by a court of competent
jurisdiction that they are not entitled to indemnification by
Precision Drilling.
The Articles of Incorporation of Precision Drilling provide
generally that it shall, to the fullest extent permitted by the
Nevada Corporation Law, indemnify any and all persons whom it
shall have power to indemnify under said Nevada Corporation Law
from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said Nevada
Corporation Law, and that such indemnification shall not be
deemed exclusive of any other rights to which those indemnified
may be entitled under Precision Drillings Articles of
Incorporation or under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
actions in his or her official capacity and as to actions in
another capacity while holding such office and said
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such
person.
II-5
Texas
Registrants
DI
Energy, Inc., DI/Perfensa Inc., Grey Wolf International, Inc.,
Grey Wolf Supply Inc., Precision Drilling Oilfield Services
Corporation, and Precision Directional Services, Inc. are
corporations incorporated under the laws of Texas. Precision
Drilling Company LP is a limited partnership formed under the
laws of Texas.
Under Section 8.101 of the Texas Business Organizations
Code (the TBOC), a company may indemnify a director
or general partner (a governing person), former
governing person, or a person who, while serving as a governing
person of the company, serves at the companys request as
its representative at another company, organization, or employee
benefits plan (a delegate) who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding against judgment and reasonable expenses (including
court costs, penalties, settlements, fines, excise and similar
taxes, and reasonable attorneys fees) actually incurred by
the person in connection with the proceeding if it is determined
that (a) the person seeking indemnification acted in good
faith, reasonably believed that his or her conduct was in or at
least not opposed to best interests of the company and, in the
case of a criminal proceeding, has no reasonable cause to
believe his or her conduct was unlawful, (b) expenses
(other than a judgment) are reasonable, and
(c) indemnification should be paid, except that if the
person is found liable to the company or improperly received a
personal benefit a company may indemnify such person only for
reasonable expenses (including court costs, settlements, and
reasonable attorneys fees, but excluding judgments,
penalties, fines, excise and similar taxes) actually incurred by
the person in connection with the proceeding. Section 8.102
of the TBOC prohibits a company from indemnifying any such
person in respect of any such proceeding in which the person is
found liable for willful or intentional misconduct in the
performance of the persons duties to the company, breach
of the persons duty of loyalty owed to the company, or an
act or omission not in good faith that constitutes a breach of a
duty owed by such person to the company. Under
Section 8.105 of the TBOC, a company may indemnify an
officer, employee, agent, or other person that is not a
governing person as provided by (i) the companys
governing documents, (ii) action of the companys
board of directors or other governing authority,
(iii) resolution of the companys owners,
(iv) contract, or (v) common law.
A company is required by Sections 8.051 and 8.105 of the
TBOC to indemnify a governing person, former governing person,
delegate, or officer against reasonable expenses (including
court costs, penalties, settlements, fines, excise and similar
taxes, and reasonable attorneys fees) actually incurred by
the person in connection with a proceeding in which the person
is a named defendant or respondent due to the fact that the
person is or was in that position if the person has been wholly
successful, on the merits or otherwise, in the defense of the
proceeding. In a suit for indemnification, a court that
determines that a governing person, former governing person, or
delegate is entitled to indemnification under Section 8.051
of the TBOC must order indemnification and award expenses to the
person (including court costs, penalties, settlements, fines,
excise and similar taxes, and reasonable attorneys fees)
incurred in securing the indemnification. Under
Section 8.052 of the TBOC, on application and after notice
is provided, a court may order a company to indemnify a
governing person, former governing person, or delegate to the
extent the court determines that the person is fairly and
reasonably entitled to indemnification in view of all the
relevant circumstances; however, if the person is found liable
to the company or is found liable on the basis that a personal
benefit was improperly received by the person, the
indemnification will be limited to reasonable expenses
(including court costs, penalties, settlements, fines, excise
and similar taxes, and reasonable attorneys fees).
Under Section 8.515 of the TBOC, a company may maintain
insurance or another arrangement to indemnify or hold harmless
an existing or former governing person, delegate, officer,
employee, or agent against liability asserted against or
incurred by the person in that capacity or arising out of the
persons status in that capacity, without regard to whether
the company otherwise would have had the power to indemnify the
person against that liability, subject to certain conditions.
Additionally, the company may also take certain other steps for
the benefit of the persons to be indemnified such as creating a
trust fund, establishing self-insurance, granting a security
interest in the companys assets to secure the indemnity
obligation, or establishing a letter of credit, guaranty, or
surety arrangement.
Under Section 8.104 of the TBOC, a company may pay or
reimburse reasonable expenses (including court costs, penalties,
settlements, fines, excise and similar taxes, and reasonable
attorneys fees) incurred by a present governing person or
delegate who was, is, or is threatened to be made a respondent
in a proceeding in advance of the final disposition of the
proceeding upon the companys receipt of a written
affirmation by the person of the persons
II-6
good faith belief that the person has met the standard of
conduct necessary for indemnification and a written undertaking
by or on behalf of the person to repay the amount paid or
reimbursed if the final determination is that the person has not
met that standard or that indemnification is prohibited under
the TBOC. Section 8.105 of the TBOC provides that a company
may advance expenses to an officer, employee, agent, or other
person that is not a governing person as provided by
(i) the companys governing documents,
(ii) action of the companys board of directors or
other governing authority, (iii) resolution of the
companys owners, (iv) contract, or (v) common
law.
The circumstances in which a company may or is required to
indemnify, or may advance expenses to, a person under the TBOC
may be restricted by the companys certificate of formation
or partnership agreement.
Each of the certificates of formation of Grey Wolf Supply Inc.
and of Precision Drilling Oilfield Services Corporation provides
that no director of the corporation shall be personally liable
to the corporation or its shareholders for monetary damages for
an act or omission in the directors capacity as a
director, except to the extent otherwise expressly provided by a
statute of the State of Texas. All directors of the corporation
shall be entitled to indemnification by the corporation to the
maximum extent permitted by the TBOC (or such comparable
statutory provision governing indemnification by a Texas
corporation of its directors as may from time to time be
applicable). If the TBOC or the Texas Miscellaneous Corporation
Laws Act hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then
the liability of a director of the corporation, in addition to
the limitation on personal liability provided herein, shall be
eliminated or limited to the fullest extent permitted by the
amended statute.
The bylaws of Grey Wolf Supply Inc. and of Precision Drilling
Oilfield Services Corporation provide that each person who at
any time shall serve, or shall have served, as a director,
officer, employee or agent of the corporation, or any person
who, while a director, officer, employee or agent of the
corporation, is or was serving at the request of the corporation
as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, member, manager or similar functionary of
another foreign or domestic corporation, partnership, limited
partnership, joint venture, sole proprietorship, trust, limited
liability company, employee benefit plan or other enterprise
(each such person referred to herein as an
indemnitee), shall be entitled to indemnification as
and to the fullest extent permitted by Chapter 8 of the
TBOC or any successor statutory provision, as from time to time
amended. The foregoing right of indemnification shall not be
deemed exclusive of any other rights to which those to be
indemnified may be entitled as a matter of law or under any
agreement, other provision of such bylaws, vote of shareholders
or directors, or other arrangement. The corporation may enter
into indemnification agreements with its executive officers and
directors that contractually provide to them the benefits of the
indemnification provisions of Article 8 of such bylaws and
include related provisions meant to facilitate the
indemnitees receipt of such benefits and such other
indemnification protections as may be deemed appropriate. The
foregoing rights of an indemnitee shall include, but not be
limited to, the right to be indemnified and to have expenses
advanced in all proceedings to the fullest extent permitted by
Chapter 8 of the TBOC or any successor statutory
provisions, as from time to time amended, subject to certain
limitations.
The bylaws of DI Energy, Inc. and Grey Wolf International, Inc.
provide that the corporation shall indemnify every director or
officer or former director or officer of the corporation or any
person who may have served at its request as a director or
officer of the corporation or any person who may have served at
its request as a director or officer (or in a similar capacity)
of another corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan, against reasonable expenses
(including attorneys fees), damages, fines, penalties,
judgments, amounts paid in settlement, and other liabilities
actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, to
which he may be made a party or in which he may become involved
by reason of his being or having been such a director or officer
(whether or not involving action in his official capacity as
director or officer), except that no indemnification shall be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for gross
negligence, recklessness or willful misconduct in the
performance of his duty to the corporation, unless and only to
the extent that a court of appropriate jurisdiction shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity. Any
indemnification (unless ordered by a court of appropriate
jurisdiction) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the
circumstances because he is not guilty of gross negligence,
recklessness or willful misconduct in the performance of his
duty to the corporation. Expenses incurred in appearing
II-7
at, participating in or defending any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative, shall be paid by the
corporation at reasonable intervals in advance of the final
disposition of such action, suit or proceeding after a
determination is made in the manner specified in the bylaws that
the information then known to those making the determination
does not establish that indemnification would not be permissible
under such bylaws and upon receipt by the corporation of a
written affirmation by the director or officer of his good faith
belief that he has met the standard of conduct necessary for
indemnification by the corporation and a written undertaking by
or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to
be indemnified by the corporation. The bylaws further provide
that it is the intent of the corporation to indemnify persons
referenced therein to the fullest extent permitted by law, and
that the indemnification provided in such bylaws shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled and shall continue after a
person has ceased to be a director or officer and shall inure to
the benefit of the heirs, executors, and administrators of such
person.
The articles of incorporation of DI/Perfensa Inc. provide that a
director of the corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for any
act or omission in his capacity as a director, except to the
extent otherwise expressly provided by a statute of the State of
Texas.
The bylaws of DI/Perfensa Inc. provide that the corporation
shall indemnify every present or former director, advisory
director, or officer of the corporation, any person who while
serving in any such capacity served at the corporations
request as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another
foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise, and any
person nominated or designated by the board of directors or any
committee of the board to serve in such capacities, against all
judgments, penalties (including excise and similar taxes),
fines, amounts paid in settlement and reasonable expenses
(including court costs and attorneys fees and
disbursements) actually incurred by the indemnitee in connection
with any proceeding in which he was, is or is threatened to be
named a defendant or respondent, or in which he was or is a
witness without being named a defendant or respondent, by
reason, in whole or in part, of his serving or having served, or
having been nominated or designated to serve, in any of the
capacities referred to, if it is determined that the indemnitee
conducted himself in good faith, reasonably believed, in the
case of conduct in his official capacity, that his conduct was
in the corporations best interests and, in all other
cases, that his conduct was at least not opposed to the
corporations best interest, and in the case of any
criminal proceeding, had no reasonable cause to believe that his
conduct was unlawful; provided, however, that in the event that
an indemnitee is found liable to the corporation or is found
liable on the basis that personal benefit was improperly
received by the indemnitee the indemnification is limited to
reasonable expenses actually incurred by the indemnitee in
connection with the proceeding and shall not be made in respect
of any proceeding in which the indemnitee shall have been found
liable for willful or intentional misconduct in the performance
of his duty to the corporation. Except as provided above, no
indemnification shall be made in respect of any proceeding in
which such indemnitee shall have been found liable on the basis
that personal benefit was improperly received by him, whether or
not the benefit resulted from an action taken in the
indemnitees official capacity, or found liable to the
corporation. The indemnification provided in such bylaws shall
be applicable whether or not negligence or gross negligence of
the indemnitee is alleged or proven. The bylaws further provide
that such indemnification shall not be deemed exclusive of, or
preclude, any other rights to which those seeking
indemnification may at any time be entitled and shall continue
as to a person who has ceased to be in the capacity by reason of
which he was an indemnitee with respect to matters arising
during the period he was in such capacity, and inure to the
benefit of the heirs, executors, and administrators of such
person.
The certificate of formation and bylaws of Precision Directional
Services, Inc. provide that each person who at any time is or
was a director or officer of the company, and who was, is or is
threatened to be made a party to any proceeding (as defined in
the TBOC), by reason of the fact that such person is or was a
director or officer of the company, or is or was a director or
officer of the company serving at the request of the company as
a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or
domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise
shall be indemnified by the company to the fullest extent that
an enterprise is permitted to indemnify and advance expenses to
such a person under the TBOC, or any amendment thereto or
enactment of other applicable law as may from time
II-8
to time be in effect (but, in the case of any such amendment or
enactment, only to the extent that such amendment or law permits
the company to provide broader indemnification rights than such
law prior to such amendment or enactment permitted the company
to provide), against judgments, penalties (including excise and
similar taxes), fines, settlements and reasonable expenses
(including court costs and attorneys fees) actually
incurred by such person in connection with such proceeding.
Expenses incurred in defending a proceeding shall be paid by the
company in advance of the final disposition of such proceeding
to the fullest extent permitted by the TBOC or any other
applicable laws as may from time to time be in effect. The
rights to indemnification and prepayment of expenses which are
conferred upon the companys directors and officers by the
certificate of formation and bylaws may be conferred upon any
employee or agent of the company if, and to the extent,
authorized by the companys board of directors. The company
may purchase and maintain insurance or make other arrangements,
at its expense, to protect itself and any such director,
officer, employee, agent or person as specified in the
certificate of formation and bylaws of the company, against any
such expense, liability or loss, whether or not the company
would have the power to indemnify against such expense,
liability or loss under the TBOC. To the greatest extent
permitted by applicable law, a director or officer of the
company shall not be liable to the company or its shareholders
for monetary damages for an act or omission in the
directors or officers capacity as a director or
officer of the company except to the extent that the director or
officer is found to be liable under applicable law for:
(a) a breach of the persons duty of loyalty to the
company or its shareholders; (b) an act or omission not
committed in good faith that (i) constitutes a breach of a
duty owed by the person to the company or its shareholders or
(ii) involves intentional misconduct or a knowing violation
of law; (c) a transaction from which the person received an
improper benefit, regardless of whether the benefit resulted
from an action taken within the scope of the persons
duties; or (d) an act or omission for which the liability
of the person is expressly provided by an applicable statute.
Pursuant to the Agreement of Limited Partnership of Precision
Drilling Company LP, the partnership shall indemnify the general
partner if it is named as a defendant or respondent in a
proceeding because it was acting within the scope of its
official capacity with the partnership. The partnership shall
indemnify the limited partners and their officers, directors,
employees and agents, the general partner and its officers,
directors, employees and agents and any person serving at the
request of the partnership, acting through the general partner,
as director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise (each an indemnitee) who is made a named
defendant or respondent in a proceeding because such indemnitee
was acting within the scope of his official capacity with the
partnership, provided such indemnitee acted in good faith and
reasonably believed that his conduct was in the best interest of
the partnership. An indemnittee may be indemnified in a criminal
proceeding only if he had no reasonable basis to believe his
conduct was unlawful. The partnership shall not indemnify an
indemnitee who is found liable on the basis that he improperly
received personal benefit in violation of a fiduciary duty or
that he committed other willful or intentional misconduct.
Without limiting the foregoing provisions, the partnership may
be required to indemnify an indemnitee to the full extent
allowed by the TBOC. The partnership shall, with respect to
claims for indemnity, be governed by the provisions of the TBOC
in effect at the time the conduct subject to the indemnity claim
arose.
Indemnification
Agreements
In addition to the indemnification provisions included in the
various corporate and organizational documents, Precision
Drilling Corporation maintains indemnification agreements with
individuals that are or have been officers or directors of
Precision Drilling Corporation and its affiliates and
individuals that are, have been or may become, at the request of
Precision Drilling Corporation, an officer, director or trustee
for a body corporate, limited liability company, partnership,
unincorporated association, unincorporated syndicate,
unincorporated organization, joint venture or trust. The
indemnification agreements provide that Precision Drilling
Corporation will indemnify and save harmless a party, the
partys estate, heirs and legal representatives against all
costs, charges and expenses (including, without limitation,
legal expenses), including an amount paid to settle an action or
satisfy a judgment or any fines levied, reasonably incurred by
him or her in respect of any actual or threatened civil,
criminal or administrative action or proceeding to which he or
she is made a party or threatened to be made a party by reason
of being or having been an officer or director if (i) the
party acted honestly and in good faith with a view to the best
interests of the corporation or entity to which the party served
as an officer or director and (ii) in the case of a
criminal or administrative action or proceeding that is enforced
by a monetary penalty, the party had reasonable grounds for
believing that his conduct was lawful. In respect of an actual
or threatened action by or on behalf of a
II-9
corporation that is a body corporate to procure a judgment in
its favor to which the party, or the partys estate, heirs
or legal representations, is made a party or threatened to be
made a party by reason of being or having been an officer or
director of such corporation, Precision Drilling Corporation
shall, subject to obtaining any necessary approval of the Court
(as defined in the
Business Corporations Act
(Alberta)),
indemnify and save harmless the party, the partys estate,
heirs and legal representations, from and against all costs,
charges and expenses (including, without limitation, legal
expenses), including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in connection
with such action if the party fulfills the conditions set out
above. Should a party be compelled by law or requested by
Precision Drilling Corporation or a related entity to
participate in any action or proceeding without having been
named as a party, by reason of being or having been an officer
or director of a company, and thereby incur or become liable for
any costs, charges or expenses (including, without limitation,
legal expenses, counsel and witness fees), then, Precision
Drilling Corporation shall forthwith assume and pay, or promptly
reimburse the party for and indemnify the party from, any and
all such costs, charges or expenses.
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Item 21.
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Exhibits
and Financial Statement Schedules.
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|
|
|
|
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Exhibit
|
|
|
Number
|
|
Exhibit Description
|
|
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2
|
.1
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Arrangement Agreement, dated March 30, 2010, among
Precision Drilling Trust, Precision Drilling Limited
Partnership, 1194312 Alberta Ltd., Precision Drilling
Corporation, 1521502 Alberta Ltd. and 1521500 Alberta Ltd.
(incorporated by reference to Exhibit 1 to Precision
Drilling Corporations Current Report on
Form 6-K
filed on April 15, 2010 (file number
001-14534))
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3
|
.1
|
|
Certificate of Amalgamation of Precision Drilling Corporation*
|
|
3
|
.2
|
|
Bylaws of Precision Drilling Corporation*
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|
3
|
.3
|
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Articles of Incorporation of DI Energy, Inc.*
|
|
3
|
.4
|
|
Bylaws of DI Energy, Inc.*
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|
3
|
.5
|
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Articles of Incorporation of DI/Perfensa Inc., as amended*
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3
|
.6
|
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Bylaws of DI/Perfensa Inc.*
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3
|
.7
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Articles of Incorporation of Grey Wolf International, Inc., as
amended.*
|
|
3
|
.8
|
|
Bylaws of Grey Wolf International, Inc.*
|
|
3
|
.9
|
|
Certificate of Formation of Grey Wolf Supply Inc.*
|
|
3
|
.10
|
|
Bylaws of Grey Wolf Supply Inc.*
|
|
3
|
.11
|
|
Certificate of Incorporation of Murco Drilling Corporation, as
amended*
|
|
3
|
.12
|
|
Bylaws of Murco Drilling Corporation*
|
|
3
|
.13
|
|
Certificate of Incorporation of Precision Completion &
Production Services Ltd.*
|
|
3
|
.14
|
|
Bylaws of Precision Completion & Production Services
Ltd.*
|
|
3
|
.15
|
|
Certificate of Formation of Precision Directional Services, Inc.*
|
|
3
|
.16
|
|
Bylaws of Precision Directional Services, Inc.*
|
|
3
|
.17
|
|
Certificate of Incorporation of Precision Diversified Oilfield
Services Corp., as amended*
|
|
3
|
.18
|
|
Bylaws of Precision Diversified Oilfield Services Corp.*
|
|
3
|
.19
|
|
Certificate of Limited Partnership of Precision Drilling Canada
Limited Partnership*
|
|
3
|
.20
|
|
Limited Partnership Agreement of Precision Drilling Canada
Limited Partnership*
|
|
3
|
.21
|
|
Certificate of Limited Partnership of Precision Drilling
Company, LP, as amended*
|
|
3
|
.22
|
|
Agreement of Limited Partnership of Precision Drilling Company,
LP, as amended*
|
|
3
|
.23
|
|
Articles of Incorporation of Precision Drilling Holdings
Company, as amended*
|
|
3
|
.24
|
|
Bylaws of Precision Drilling Holdings Company*
|
|
3
|
.25
|
|
Amended and Restated Certificate of Incorporation of Precision
Drilling, Inc.*
|
|
3
|
.26
|
|
Bylaws of Precision Drilling, Inc.*
|
|
3
|
.27
|
|
Certificate of Incorporation of Grey Wolf International Drilling
Corporation, as amended*
|
|
3
|
.28
|
|
Bylaws of Grey Wolf International Drilling Corporation*
|
II-10
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Exhibit Description
|
|
|
3
|
.29
|
|
Articles of Organization of Precision Drilling LLC, as amended*
|
|
3
|
.30
|
|
Regulations of Precision Drilling LLC, as amended*
|
|
3
|
.31
|
|
Certificate of Formation of Precision Drilling Oilfield Services
Corporation, as amended*
|
|
3
|
.32
|
|
Bylaws of Precision Drilling Oilfield Services Corporation*
|
|
3
|
.33
|
|
Certificate of Limited Partnership of Precision Limited
Partnership, as amended*
|
|
3
|
.34
|
|
Limited Partnership Agreement of Precision Limited Partnership,
as amended*
|
|
3
|
.35
|
|
Certificate of Incorporation of Precision Oilfield Personnel
Services Ltd., as amended*
|
|
3
|
.36
|
|
Bylaws of Precision Oilfield Personnel Services Ltd.*
|
|
4
|
.1
|
|
Indenture, dated as of November 17, 2010, among Precision
Drilling Corporation, the guarantors named therein, The Bank of
New York Mellon, as U.S. trustee, and Valiant
Trust Company, as Canadian trustee (incorporated by
reference to Exhibit 99.1 to Precision Drilling
Corporations Current Report on
Form 6-K,
filed on November 23, 2010 (file number
001-14534))
|
|
4
|
.2
|
|
Registration Rights Agreement, dated November 17, 2010,
among Precision Drilling Corporation, the guarantors named
therein and the Initial Purchasers named therein. (incorporated
by reference to Exhibit 99.2 to Precision Drilling
Corporations Current Report on
Form 6-K,
filed on November 23, 2010 (file number
001-14534))
|
|
4
|
.3
|
|
Indenture, dated as of March 15, 2011, between Precision
Drilling Corporation and Valiant Trust Company, as trustee*
|
|
4
|
.4
|
|
Form of Exchange Notes (included in Exhibit 4.1)
|
|
5
|
.1
|
|
Opinion of Simpson Thacher & Bartlett LLP*
|
|
5
|
.2
|
|
Opinion of Bennett Jones LLP*
|
|
5
|
.3
|
|
Opinion of Fulbright & Jaworski*
|
|
5
|
.4
|
|
Opinion of Jones Vargas*
|
|
5
|
.5
|
|
Opinion of Slattery Marino & Roberts*
|
|
10
|
.1
|
|
Credit Agreement, dated as of November 17, 2010, among
Precision Drilling Corporation, the financial institutions party
thereto, Royal Bank of Canada, as administration agent, RBC
Capital Markets, as co-lead arranger and joint bookrunner,
Credit Suisse Securities (USA) LLC, as co-lead arranger and
joint bookrunner, The Toronto-Dominion Bank, as co-documentation
agent, HSBC Bank Canada, as co-documentation agent, and Wells
Fargo Bank, N.A., as co-documentation agent*
|
|
12
|
.1
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges*
|
|
21
|
.1
|
|
Subsidiaries of Precision Drilling Corporation*
|
|
23
|
.1
|
|
Consent of Simpson Thacher & Bartlett LLP (included as
part of its opinion filed as Exhibit 5.1 hereto)*
|
|
23
|
.2
|
|
Consent of Bennett Jones LLP (included as part of its opinion
filed as Exhibit 5.2 hereto)*
|
|
23
|
.3
|
|
Consent of Fulbright & Jaworski (included as part of
its opinion filed as Exhibit 5.3 hereto)*
|
|
23
|
.4
|
|
Consent of Jones Vargas (included as part of its opinion filed
as Exhibit 5.4 hereto)*
|
|
23
|
.5
|
|
Consent of Slattery Marino & Roberts (included as part
of its opinion filed as Exhibit 5.5 hereto)*
|
|
23
|
.6
|
|
Consent of KPMG LLP in respect of Precision Drilling Corporation*
|
|
24
|
.1
|
|
Power of Attorney (included in signature pages of this
registration statement)*
|
|
25
|
.1
|
|
Form T-1
Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York Mellon as U.S. trustee under the
Indenture, dated as of November 17, 2010, among Precision
Drilling Corporation, the guarantors named therein, The Bank of
New York Mellon, as U.S. trustee, and Valiant
Trust Company, as Canadian trustee*
|
|
99
|
.1
|
|
Form of Letter of Transmittal*
|
|
99
|
.2
|
|
Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees*
|
|
99
|
.3
|
|
Form of Letter to Clients*
|
|
99
|
.4
|
|
Form of Notice of Guaranteed Delivery*
|
II-11
(a) Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate
offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) to remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering;
(4) that, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser: each prospectus
filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part
of and included in the registration statement as of the date it
is first used after effectiveness; provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first
use; and
(5) that, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities: The undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
II-12
(iii) the portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(6) that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrants
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(b) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(c) Each of the undersigned registrants hereby undertakes
to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b),
11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the
effective date of the registration statement through the date of
responding to the request.
(d) Each of the undersigned registrants hereby undertakes
to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in
the registration statement when it became effective.
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
PRECISION DRILLING CORPORATION
Name: Kevin A. Neveu
|
|
|
|
Title:
|
President and Chief Executive Officer
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Kevin
A. Neveu
Kevin
A. Neveu
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
William
T. Donovan
|
|
Director
|
|
May 11, 2011
|
|
|
|
|
|
*
W.C.
Dunn
|
|
Director
|
|
May 11, 2011
|
|
|
|
|
|
*
Robert
J.S. Gibson
|
|
Director
|
|
May 11, 2011
|
|
|
|
|
|
*
Allen
R. Hagerman
|
|
Director
|
|
May 11, 2011
|
|
|
|
|
|
*
Stephen
J. J. Letwin
|
|
Director
|
|
May 11, 2011
|
|
|
|
|
|
*
Patrick
M. Murray
|
|
Director
|
|
May 11, 2011
|
|
|
|
|
|
*
Frederick
W. Pheasey
|
|
Director
|
|
May 11, 2011
|
II-14
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
Chairman
|
|
May 11, 2011
|
|
|
|
|
|
|
|
Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
DI ENERGY, INC.
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Kenneth
J. Haddad
|
|
Vice President and Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
DI/PERFENSA INC.
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Kenneth
J. Haddad
|
|
Vice President and Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
GREY WOLF INTERNATIONAL, INC.
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Kenneth
J. Haddad
|
|
Vice President and Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
GREY WOLF INTERNATIONAL
DRILLING CORPORATION
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Joanne
L. Alexander
|
|
Vice President, General Counsel,
Corporate Secretary and Director
|
|
May 11, 2011
|
|
|
|
|
|
*
Wane
J. Stickland
|
|
Vice President and Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
GREY WOLF SUPPLY INC.
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Kenneth
J. Haddad
|
|
Vice President and Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of City of Calgary, Province of Alberta,
Country of Canada, on this
11
th
day
of May, 2011.
MURCO DRILLING CORPORATION
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Kenneth
J. Haddad
|
|
Vice President and Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
PRECISION COMPLETION &
PRODUCTION SERVICES LTD.
Name: Robert J. McNally
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|
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Title:
|
Executive Vice President and
Chief Financial Officer
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
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|
|
|
|
|
|
Signature
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Title
|
|
Date
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|
/s/ Gene
C. Stahl
Gene
C. Stahl
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|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
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|
Executive Vice President, Chief Financial Officer and
Director
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
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|
|
|
|
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*
Kenneth
J. Haddad
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|
Vice President and Director
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|
May 11, 2011
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|
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*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
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|
|
|
|
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
PRECISION DIRECTIONAL SERVICES, INC.
Name: Robert J. McNally
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|
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Title:
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Executive Vice President and
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Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
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|
|
|
|
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|
Signature
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Title
|
|
Date
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|
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|
/s/ Gene
C. Stahl
Gene
C. Stahl
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|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Kenneth
J. Haddad
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|
Vice President and Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
PRECISION DIVERSIFIED OILFIELD
SERVICES CORP.
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|
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|
Name:
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Robert J. McNally
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Title:
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Executive Vice President and
|
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
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|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Joanne
L. Alexander
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|
Vice President, General Counsel, Corporate Secretary and Director
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|
May 11, 2011
|
|
|
|
|
|
*
Wane
J. Stickland
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|
Vice President and Director
|
|
May 11, 2011
|
|
|
|
|
|
*
Douglas
J. Strong
|
|
President, Completion and Services,
and Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
PRECISION DRILLING CANADA
LIMITED PARTNERSHIP
|
|
|
|
Name:
|
Robert J. McNally
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|
Title:
|
Executive Vice President and
|
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director of the general partner, Precision
Diversified Oilfield Services Corp.
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President and Chief Financial Officer of the
general partner, Precision Diversified Oilfield
Services Corp.
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Wane
J. Stickland
|
|
Vice President and Director of the general partner, Precision
Diversified Oilfield Services Corp.
|
|
May 11, 2011
|
|
|
|
|
|
*
Douglas
J. Strong
|
|
President, Completion and Production Services, and Director
of the general partner, Precision Diversified Oilfield Services
Corp.
|
|
May 11, 2011
|
|
|
|
|
|
*
Joanne
L. Alexander
|
|
Vice President, General Counsel, Corporate Secretary and
Director of the general partner, Precision Diversified Oilfield
Services Corp.
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
PRECISION DRILLING COMPANY LP
|
|
|
|
Title:
|
Executive Vice President and
|
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director of the general partner, Precision
Drilling Holdings Company
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief Financial Officer and
Director of the general partner, Precision Drilling
Holdings Company
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Kenneth
J. Haddad
|
|
Vice President and Director of the general partner, Precision
Drilling Holdings Company
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
PRECISION DRILLING HOLDINGS COMPANY
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
|
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Kenneth
J. Haddad
|
|
Vice President and Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
PRECISION DRILLING, INC.
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
|
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Kenneth
J. Haddad
|
|
Vice President and Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
PRECISION DRILLING LLC
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
|
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Manager
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief
Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Kenneth
J. Haddad
|
|
Vice President and Manager
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
PRECISION DRILLING OILFIELD SERVICES CORPORATION
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
|
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Kenneth
J. Haddad
|
|
Vice President and Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
PRECISION LIMITED PARTNERSHIP
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director of the general partner, Precision
Diversified Oilfield Services Corp.
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President and Chief Financial Officer of the
general partner, Precision Diversified Oilfield Services
Corp.
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Douglas
J. Strong
|
|
President, Completion and Production Services, and Director
of the general partner, Precision Diversified Oilfield Services
Corp.
|
|
May 11, 2011
|
|
|
|
|
|
*
Wane
J. Stickland
|
|
Vice President and Director of the general partner, Precision
Diversified Oilfield Services Corp.
|
|
May 11, 2011
|
|
|
|
|
|
*
Joanne
L. Alexander
|
|
Vice President, General Counsel, Corporate Secretary and
Director of the general partner, Precision Diversified Oilfield
Services Corp.
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-31
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Country
of Canada, on this
11
th
day
of May, 2011.
PRECISION OILFIELD PERSONNEL
SERVICES LTD.
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Gene
C. Stahl
Gene
C. Stahl
|
|
President and Director
(Principal Executive Officer)
|
|
May 11, 2011
|
|
|
|
|
|
/s/ Robert
J. McNally
Robert
J. McNally
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
May 11, 2011
|
|
|
|
|
|
*
Joanne
L. Alexander
|
|
Vice President, General Counsel, Corporate Secretary and
Director
|
|
May 11, 2011
|
|
|
|
|
|
*
Wane
J. Stickland
|
|
Vice President and Director
|
|
May 11, 2011
|
|
|
|
|
|
*
Douglas
J. Strong
|
|
President, Completion and Production Services, and
Director
|
|
May 11, 2011
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Robert
J. McNally
Robert
J. McNally
Attorney-in-Fact
|
|
|
|
|
II-32
AUTHORIZED
REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the
Securities Act of 1933, Precision Drilling Oilfield Services
Corporation as the Authorized Representative has duly caused
this registration statement to be signed on its behalf by the
undersigned, solely in its capacity as the duly authorized
representative of Precision Drilling Corporation, Precision
Diversified Oilfield Services Corp., Precision Drilling Canada
Limited Partnership, Grey Wolf International Drilling
Corporation, Precision Limited Partnership and Precision
Oilfield Personnel Services Ltd. in the United States, in the
City of Houston, State of Texas, on May 11, 2011.
PRECISION DRILLING OILFIELD
SERVICES CORPORATION
|
|
|
|
By:
|
/s/ Robert
J. McNally
|
Name: Robert J. McNally
|
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
II-34
Precision Drilling (NYSE:PDS)
過去 株価チャート
から 7 2024 まで 8 2024
Precision Drilling (NYSE:PDS)
過去 株価チャート
から 8 2023 まで 8 2024