Amended Application for Qualification of Trust Indentures (t-3/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-3/A

(Amendment No. 4)

 

 

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

 

 

EMECO PTY LTD

(Issuer)

EMECO HOLDINGS LIMITED

EMECO CANADA LIMITED

EMECO INTERNATIONAL PTY LIMITED

EHL CORPORATE PTY LIMITED

EMECO PARTS PTY LIMITED

EMECO FINANCE PTY LIMITED

ENDURO SPA

EMECO HOLDINGS SOUTH AMERICA SPA

EMECO EQUIPMENT (USA) LLC

(Guarantors)

(Name of Applicants)

 

 

c/o Emeco Holdings Limited

Level 3, 71 Walters Drive

Osborne Park, Western Australia, 6017, Australia

Telephone: [phone]

(Address of Principal Executive Offices)

 

 

Securities to be Issued Under the Indenture to be Qualified:

 

Title of Class		Amount*
9.250% Senior Secured Notes due 2022		Up to USD$360,000,000 aggregate principal amount

Approximate Date of Exchange Offer:

Approximate date of proposed public offering: on the implementation date of the Scheme of Arrangement referred to herein, which will be approximately March 31, 2017.

Name and Address of Agent for Service:

Colleen A. DeVries

SVP on behalf of National Corporate Research Ltd.

10 E. 40th Street, 10th floor

New York, NY 10016

With Copies to:

Kyle Pilkington

Baker & McKenzie. Wong & Leow

8 Marina Boulevard #05-01

Marina Bay Financial Centre Tower 1

Singapore 018981

Singapore

Telephone: [phone]

 

*

The actual aggregate principal amount of 9.250% Senior Secured Notes due 2022 (the “ New Notes ) to be issued pursuant an indenture among Emeco Pty Ltd (the “ Issuer ”), each of the guarantors listed on the cover page hereof (collectively, the “ Guarantors ”) and The Bank of New York Mellon (the “ Trustee ”) (the “ Indenture ”), may be less and depends upon the aggregate amount of the 9.875% Senior Secured Notes due 2019 (the “ Existing Notes ”) that are exchanged as described in Item 2 herein.

The Applicants hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application for qualification or (ii) such earlier date as the United States Securities and Exchange Commission (the “ Commission ”), acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine upon the written request of the Applicants.

 

 

 

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EXPLANATORY NOTE

This Amendment No. 4 to Application for Qualification of Indenture on Form T-3 (this “ Amendment ”) amends the Application for Qualification of Indenture on Form T-3 (the “ Application ”) filed by the Applicants on November 7, 2016, as previously amended by Amendment No. 1 dated February 6, 2017, Amendment No. 2 dated February 24, 2017 and Amendment No. 3 dated March 15, 2017.

This Amendment is being filed solely to file an amended and restated form of indenture to be qualified hereby as Exhibit T3C (Form of Indenture). This Amendment is not intended to amend or delete any other part of the Application. All other information in the Application is unchanged and has been omitted from this Amendment.

 

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CONTENTS OF APPLICATION FOR QUALIFICATION

This application for qualification comprises –

 

(a)	Pages numbered 1 to 2, consecutively.

 

(b)	The statement of eligibility and qualification of the trustee on Form T-1 (included as Exhibit T3G hereto).

 

(c)	The following exhibits in addition to those filed as part of the statement of eligibility and qualification of the Trustee:

 

Exhibit Number		Description
T3A.1		Certificate of Registration of Emeco Pty Limited*
T3A.2		Certificate of Registration of Emeco Holdings Limited*
T3A.3		Certificate of Incorporation of Emeco Canada Limited*
T3A.4		Certificate of Registration of Emeco International Pty Limited*
T3A.5		Certificate of Registration of EHL Corporate Pty Limited*
T3A.6		Certificate of Registration of Emeco Parts Pty Limited*
T3A.7		Certificate of Registration of Emeco Finance Pty Limited*
T3A.8		Certificate of Registration of Enduro SpA (English translation)*
T3A.9		Certificate of Registration of Emeco Holdings South America SpA (English translation)*
T3A.10		Certificate of Formation of Emeco Equipment (USA) LLC*
T3B.1		Constitution of Emeco Pty Limited*
T3B.2		Constitution of Emeco Holdings Limited*
T3B.3		Articles of Incorporation of Emeco Canada Limited*
T3B.4		Constitution of Emeco International Pty Limited*
T3B.5		Constitution of EHL Corporate Pty Limited*
T3B.6		Constitution of Emeco Parts Pty Limited*
T3B.7		Constitution of Emeco Finance Pty Limited*
T3B.8		Constitution of Enduro SpA (English translation)*
T3B.9		Constitution of Emeco Holdings South America SpA (English translation)*
T3B.10		LLC Company Agreement of Emeco Equipment (USA) LLC*
T3C		Form of Indenture between Emeco Pty Limited and The Bank of New York Mellon for the 9.250% Senior Secured Notes due 2022**
T3D		Findings of the Court*
T3E(1)		Scheme Document*
T3E(2)		Election Form*
T3E(3)		Supplementary disclosure dated February 21, 2017*
T3F		Trust Indenture Act Cross-Reference Table showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive (included as part of Exhibit T3C)**
T3G		Statement of eligibility and qualification on Form T-1 of the Trustee.*

 

*	Previously filed.

**	Amends and restates version previously filed.

 

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, each of the Applicants below, corporations, organized and existing under the laws of the Commonwealth of Australia, Canada, Chile and Delaware in United States of America have duly caused this application to be signed on their behalf by the undersigned, thereunto duly authorized, all in the city of Perth, Australia on the 21st day of March, 2017.

 

Emeco Pty Ltd

Attest:

/s/ Thao Phuong PHAM

By:

/s/ Justine Lea

Name:

Thao Phuong PHAM

Name:

Justine Lea

Title:

Company Secretary

Title:

Director

Emeco Holdings Limited

Attest:

/s/ Thao Phuong PHAM

By:

/s/ Ian Testrow

Name:

Thao Phuong PHAM

Name:

Ian Testrow

Title:

Company Secretary

Title:

Managing Director and CEO

Emeco Canada Limited

Attest:

/s/ Thao Phuong PHAM

By:

/s/ Justine Lea

Name:

Thao Phuong PHAM

Name:

Justine Lea

Title:

Company Secretary

Title:

Director

 

4

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Emeco International Pty Limited

Attest:

/s/ Thao Phuong PHAM

By:

/s/ Justine Lea

Name:

Thao Phuong PHAM

Name:

Justine Lea

Title:

Company Secretary

Title:

Director

EHL Corporate Pty Limited

Attest:

/s/ Thao Phuong PHAM

By:

/s/ Justine Lea

Name:

Thao Phuong PHAM

Name:

Justine Lea

Title:

Company Secretary

Title:

Director

Emeco Parts Pty Limited

Attest:

/s/ Thao Phuong PHAM

By:

/s/ Justine Lea

Name:

Thao Phuong PHAM

Name:

Justine Lea

Title:

Company Secretary

Title:

Director

Emeco Finance Pty Limited

Attest:

/s/ Thao Phuong PHAM

By:

/s/ Justine Lea

Name:

Thao Phuong PHAM

Name:

Justine Lea

Title:

Company Secretary

Title:

Director

Enduro SpA

Attest:

/s/ Thao Phuong PHAM

By:

/s/ Ian Testrow

Name:

Thao Phuong PHAM

Name:

Ian Testrow

Title:

Company Secretary

Title:

Attorney / Manager

 

5

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Emeco Holdings South America SpA

Attest:

/s/ Thao Phuong PHAM

By:

/s/ Ian Testrow

Name:

Thao Phuong PHAM

Name:

Ian Testrow

Title:

Company Secretary

Title:

Attorney / Manager

Emeco Equipment (USA) LLC

Attest:

/s/ Thao Phuong PHAM

By:

/s/ Justine Lea

Name:

Thao Phuong PHAM

Name:

Justine Lea

Title:

Company Secretary

Title:

Manager

 

6

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EXHIBIT INDEX

 

Exhibit Number		Description
T3A.1		Certificate of Registration of Emeco Pty Limited*
T3A.2		Certificate of Registration of Emeco Holdings Limited*
T3A.3		Certificate of Incorporation of Emeco Canada Limited*
T3A.4		Certificate of Registration of Emeco International Pty Limited*
T3A.5		Certificate of Registration of EHL Corporate Pty Limited*
T3A.6		Certificate of Registration of Emeco Parts Pty Limited*
T3A.7		Certificate of Registration of Emeco Finance Pty Limited*
T3A.8		Certificate of Registration of Enduro SpA (English translation)*
T3A.9		Certificate of Registration of Emeco Holdings South America SpA (English translation)*
T3A.10		Certificate of Formation of Emeco Equipment (USA) LLC*
T3B.1		Constitution of Emeco Pty Limited*
T3B.2		Constitution of Emeco Holdings Limited*
T3B.3		Articles of Incorporation of Emeco Canada Limited*
T3B.4		Constitution of Emeco International Pty Limited*
T3B.5		Constitution of EHL Corporate Pty Limited*
T3B.6		Constitution of Emeco Parts Pty Limited*
T3B.7		Constitution of Emeco Finance Pty Limited*
T3B.8		Constitution of Enduro SpA (English translation)*
T3B.9		Constitution of Emeco Holdings South America SpA (English translation)*
T3B.10		LLC Company Agreement of Emeco Equipment (USA) LLC*
T3C		Form of Indenture between Emeco Pty Limited and The Bank of New York Mellon for the 9.250% Senior Secured Notes due 2022**
T3D		Findings of the Court*
T3E(1)		Scheme Document*
T3E(2)		Election Form*
T3E(3)		Supplementary disclosure dated February 21, 2017*
T3F		Trust Indenture Act Cross-Reference Table showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive (included as part of Exhibit T3C)**
T3G		Statement of eligibility and qualification on Form T-1 of the Trustee.*

 

*	Previously filed.

**	Amends and restates version previously filed.

 

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