UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3
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: +618 9420 0205
(Address of Principal Executive Offices)
Securities to be Issued Under the Indenture to be Qualified:
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Title of Class
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Amount*
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9.250% Senior Secured Notes due 2022
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Up to USD$360,000,000 aggregate principal amount
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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 January
5, 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: +65 6434 2616
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*
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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.
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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.
GENERAL
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ITEM 1.
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GENERAL INFORMATION.
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Name of Applicant
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Form of Organization
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Jurisdiction of Organization
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Emeco Pty Limited
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Corporation
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Commonwealth of Australia
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Emeco Holdings Limited
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Corporation
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Commonwealth of Australia
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Emeco Canada Limited
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Corporation
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Canada
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Emeco International Pty Limited
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Corporation
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Commonwealth of Australia
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EHL Corporate Pty Limited
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Corporation
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Commonwealth of Australia
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Emeco Parts Pty Limited
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Corporation
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Commonwealth of Australia
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Emeco Finance Pty Limited
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Corporation
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Commonwealth of Australia
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Enduro SpA
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Corporation
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Chile
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Emeco Holdings South America SpA
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Corporation
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Chile
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Emeco Equipment (USA) LLC
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Corporation
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Delaware
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Except for the Issuer, each of the foregoing entities shall be referred to herein collectively as the “Guarantors.”
The Issuer and the Guarantors shall be referred to collectively as the “Applicants.”
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ITEM 2.
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SECURITIES ACT EXEMPTION APPLICABLE.
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Registration of the 9.250% Senior Secured Notes due 2022
(the “
New Notes
”) under the United States Securities Act of 1933, as amended (the “
Securities Act
”), is not required by reason of Section 3(a)(10) of the Securities Act (“
Section 3(a)(10)
”). Section
3(a)(10) provides an exemption from the registration provisions of the Securities Act for:
“...any security which is issued in
exchange for one or more bona fide outstanding securities, claims or property interests...where the terms and conditions of such issuance are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is
proposed to issue securities in such exchange shall have the right to appear, by any court... ”
The New Notes will be issued in
connection with the restructuring of the debt of the Issuer, certain of the Guarantors (being Emeco Holdings Limited, Emeco Canada Limited, Emeco International Pty Limited, EHL Corporate Pty Limited, Emeco Parts Pty Limited and Enduro SpA) and Emeco
(UK) Limited pursuant to a creditors’ scheme of arrangement (the “
Scheme of Arrangement
”), pursuant to the Commonwealth of Australia
Corporations Act 2001
, as amended, if such Scheme of Arrangement is approved. See
Exhibit T3E(1) for the scheme document setting forth the Scheme of Arrangement and the explanatory statement required by Australian law to accompany it setting out all information a Scheme Creditor would need to know in order to be able to properly
consider whether to vote in favour of the Scheme of Arrangement (together, the “
Scheme Document
”). The Issuer and Emeco Holdings Limited anticipate mailing the Scheme Document to the Scheme Creditors (as defined therein) shortly
after this application has been filed. As set forth in more detail in the Scheme Document, Scheme Noteholders (as defined therein) who validly elect to do so will receive a package of New Notes and common equity securities issued by Emeco
Holdings Limited in exchange for their Existing Notes if the Scheme of Arrangement is approved. If the Scheme Noteholders do not accept, they will receive cash as outlined in the Scheme Document.
Analysis
The issuance of the New Notes
as part of the Scheme of Arrangement will satisfy the required elements of the Section 3(a)(10) exemption as follows:
(i)
The
securities must be issued in exchange for securities, claims, or property interests.
If the Scheme of Arrangement is approved,
the New Notes will be issued together with the other elements of the scheme consideration (which are the common equity securities of Emeco Holdings Limited) in exchange for the claims of the Scheme Creditors.
(ii)
A court or authorized governmental entity must approve the fairness of the terms and conditions of the exchange.
2
A meeting of the Scheme Noteholders will be held on December 13, 2016 for the purpose of voting
on the Scheme of Arrangement (“
Scheme Meeting
”). The Scheme Meeting will be convened and held in accordance with orders made by the Federal Court of Australia New South Wales District Registry (the “
Court
”) in
Proceeding NSD1899 of 2016, in which Emeco Holdings Limited has sought (among other things) orders under the Commonwealth of Australia
Corporations Act 2001
for the convening of a meeting of Scheme Noteholders to consider (and if thought fit,
agree) the Scheme of Arrangement. If the Scheme of Arrangement is agreed by the requisite majority of the Scheme Noteholders as required under the Commonwealth of Australia
Corporations Act 2001
at such Scheme Meeting, Emeco Holdings
Limited will then proceed without further delay to a hearing to be held in the Court for the purpose of obtaining a final order of the Court approving the Scheme of Arrangement (the “
Fairness Hearing
”). The hearing is scheduled
to take place on December 15, 2016. Emeco Holdings Limited will cause to be published notice of the Fairness Hearing in accordance with the Commonwealth of Australia
Federal Court (Corporations) Rules 2000
and in accordance with orders
of the Court in relation to the proposed Scheme of Arrangement, which will provide 5 clear days’ notice of the date of the Fairness Hearing, published in
The Australian
newspaper (a newspaper in national circulation in
Australia). At the Fairness Hearing, the Court will consider, among other things, the fairness (and in accordance with Australian practice, reasonableness) of the Scheme of Arrangement, including the issuance of the New Notes and other
consideration in exchange for the Existing Notes. Any interested party, including Scheme Creditors, has the right to appear at the Fairness Hearing and to present evidence or testimony with respect to the fairness of the terms and conditions of the
Scheme of Arrangement to Scheme Creditors (including the Scheme Noteholders).
(iii)
The reviewing court or authorized
governmental entity must find, before approving the transaction, that the terms and conditions of the exchange are fair to those to whom securities will be issued and be advised before the hearing that the issuer will rely on the Section 3(a)(10)
exemption based on the court’s or authorized governmental entity’s approval of the transaction.
The Scheme of
Arrangement is subject to the approval of the Court at the hearing that is scheduled to take place on December 15, 2016. In the course of that hearing on December 15, 2016, Emeco Holdings Limited will inform the Court that the Issuer will rely
on the Section 3(a)(10) exemption based on the Court’s approval of the transaction. It is anticipated that the Court will consider the fairness (and in accordance with Australian practice, reasonableness) of the Scheme of Arrangement to
the Scheme Creditors in the course of approving the Scheme of Arrangement and issue a final order for the approval of the Scheme of Arrangement.
(iv)
The court or authorized governmental entity must hold a hearing before approving the fairness of the terms and conditions of the
transaction.
Effectiveness of the Scheme of Arrangement is subject to the approval of the Court following the Fairness Hearing
described above.
(v)
A governmental entity must be expressly authorized by law to hold the hearing, although it is not necessary
that the law require the hearing.
The Court is expressly authorized to hold the Fairness Hearing by section 411 of the
Commonwealth of Australia
Corporations Act 2001
.
(vi)
The fairness hearing must be open to everyone to whom securities would
be issued in the proposed exchange.
All Scheme Creditors (and any other interested parties) will be entitled to appear at the
Fairness Hearing and dissenting Scheme Creditors will have an opportunity to voice their objections. The Fairness Hearing will be held by the Court in open court.
(vii)
Adequate notice must be given to everyone to whom securities would be issued in the proposed exchange.
Pertinent information, as provided in the Scheme Document, will be provided to relevant Scheme Creditors in such a manner as to ensure that
such parties receive timely and effective notice. Notice of the Scheme Meeting, and the contents of the Scheme Document and other information to be provided to Scheme Creditors for the purposes of their participation in the Scheme Meeting, will
be provided in accordance with the orders of the Court made at the hearing on November 2, 2016.
(viii)
There cannot be any improper
impediments to the appearance at the hearing by those persons.
There will be no impediments to the appearance of any Scheme
Creditors (including Scheme Noteholders) at the Fairness Hearing.
3
AFFILIATIONS
The following is an organizational chart showing the Issuer and Emeco Holdings
Limited (the Issuer’s corporate parent), as well as the entity name and the relevant owner(s) for each of the subsidiaries of Emeco Holdings Limited as of the date of this application.
The following is an
organizational chart showing the Issuer and Emeco Holdings Limited (the Issuer’s corporate parent), as well as the entity name and the relevant owner(s) for each of the subsidiaries of Emeco Holdings Limited assuming the Scheme of Arrangement
becomes effective.
Certain directors and executive officers of the Applicants may be deemed to be “affiliates” of
the Applicants by virtue of their positions with the Applicants. See Item 4, “Directors and Executive Officers.”
MANAGEMENT
AND CONTROL
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ITEM 4.
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DIRECTORS AND EXECUTIVE OFFICERS.
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The following table sets forth the names of, and all offices
held by, all executive officers and directors (as defined in Sections 303(5) and 303(6) of the Trust Indenture Act of 1939), respectively, of the Applicants as of the date of this application. The mailing address for each executive officer
and director listed below is: Level 3, 71 Walters Drive, Osborne Park WA 6017 Australia.
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Emeco Pty Ltd
Name
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Position
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Ian Matthew Testrow
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Director
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Justine Yen Ping Lea
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Director
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Thao Phuong Pham
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Company Secretary
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Emeco Holdings Limited
Name
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Position
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Peter Ian Richards
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Director
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Ian Matthew Testrow
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Managing Director & Chief Executive Officer
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John Raymond Cahill
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Director
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Erica Lee Smyth
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Director
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Thao Phuong Pham
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Company Secretary
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Emeco Canada Limited
Name
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Position
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Ian Matthew Testrow
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Director
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Justine Yen Ping Lea
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Director
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Geoffrey Robert Newman
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Director
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Randy Gogowich
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Director
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Emeco International Pty Limited
Name
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Position
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Ian Matthew Testrow
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Director
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Justine Yen Ping Lea
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Director
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Thao Phuong Pham
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Company Secretary
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EHL Corporate Pty Limited
Name
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Position
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Ian Matthew Testrow
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Director
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Justine Yen Ping Lea
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Director
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Thao Phuong Pham
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Company Secretary
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Emeco Parts Pty Limited
Name
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Position
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Ian Matthew Testrow
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Director
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Justine Yen Ping Lea
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Director
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Thao Phuong Pham
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Company Secretary
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Emeco Finance Pty Limited
Name
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Position
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Justine Yen Ping Lea
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Director
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Thao Phuong Pham
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Company Secretary
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Enduro SpA
Name
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Position
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Ian Matthew Testrow
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Manager & Officer
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Justine Yen Ping Lea
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Manager & Officer
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Ralph Alexander MacMillan
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Manager & Officer
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Emeco Holdings South America SpA
Name
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Position
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Ian Matthew Testrow
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Manager & Officer
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Justine Yen Ping Lea
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Manager & Officer
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Ralph Alexander MacMillan
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Manager & Officer
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Emeco Equipment (USA) LLC
Name
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Position
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Justine Yen Ping Lea
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Manager & Officer
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Ralph MacMillan
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Manager & Officer
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4
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ITEM 5.
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PRINCIPAL OWNERS OF VOTING SECURITIES.
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Emeco Pty Limited
The following sets forth information as to each person owning 10 percent or more of the voting securities of the Issuer as of November 3,
2016.
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Name and Complete Mailing Address
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Title of Class
Owned
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Amount Owned
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Percentage of
Voting
Securities
Owned
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Emeco Holdings Limited
Level 3, 71 Walters
Drive
Osborne Park, Western Australia, 6017 Australia
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Ordinary Shares
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1
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100%
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The following sets forth information as to each person that will own 10 percent or more of the voting
securities of the Issuer assuming the Scheme of Arrangement becomes effective.
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Name and Complete Mailing Address
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Title of Class
Owned
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Amount Owned
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Percentage of
Voting
Securities
Owned
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Emeco Holdings Limited
Level 3, 71 Walters
Drive
Osborne Park, Western Australia, 6017 Australia
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Ordinary Shares
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1
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100%
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Emeco Holdings Limited
The following sets forth information as to each person owning 10 percent or more of the voting securities of Emeco Holdings Limited as of
November 3, 2016.
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Name and Complete Mailing Address
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Title of Class
Owned
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Amount Owned
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Percentage of
Voting
Securities
Owned
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Black Crane Asia Opportunities Fund
Suite
2103A
The Centrium,
60 Wyndham Street
Central, Hong Kong
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Ordinary Shares
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90,886,191
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15.2%
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First Samuel Limited
11/350 Collins St
Melbourne VIC 3000
Australia
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Ordinary Shares
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116,540,170
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19.4%
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5
The following sets forth information as to each person that will own 10 percent or more of
the voting securities of Emeco Holdings Limited assuming the Scheme of Arrangement becomes effective.
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Name and Complete Mailing Address
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Title of Class
Owned
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Amount Owned
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Percentage of
Voting
Securities
Owned
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Ascribe II Investments LLC
299 Park Ave, 34
th
Floor
New York, NY 10171
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Ordinary Shares
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388,000,000
(approximately)
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13%
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Brookfield Credit Opportunities Master Fund L.P.
250 Vesey St, New York, NY 10281
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Ordinary Shares
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388,000,000
(approximately)
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13%
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Goldman Sachs International
68
th
Floor, Cheung Kong Center
2 Queen’s Road Central, Hong Kong
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Ordinary Shares
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388,000,000
(approximately)
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13%
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Emeco Canada Limited
The following sets forth information as to each person owning 10 percent or more of the voting securities of Emeco Canada Limited as of
November 3, 2016.
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Name and Complete Mailing Address
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Title of Class
Owned
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Amount Owned
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Percentage of
Voting
Securities
Owned
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Emeco (UK) Limited
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Ordinary Shares
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2,548
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100%
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The following sets forth information as to each person that will own 10 percent or more of the voting
securities of Emeco Canada Limited assuming the Scheme of Arrangement becomes effective.
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Name and Complete Mailing Address
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Title of Class
Owned
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Amount Owned
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Percentage of
Voting
Securities
Owned
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Emeco (UK) Limited
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Ordinary Shares
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2,548
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100%
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Emeco International Pty Limited
The following sets forth information as to each person owning 10 percent or more of the voting securities of Emeco International Pty
Limited as of November 3, 2016.
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Name and Complete Mailing Address
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Title of Class
Owned
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Amount Owned
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Percentage of
Voting
Securities
Owned
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Emeco Holdings Limited
Level 3, 71 Walters
Drive
Osborne Park, Western Australia, 6017,
Australia
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Ordinary Shares
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112,089,330
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100%
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6
The following sets forth information as to each person that will own 10 percent or more of
the voting securities of Emeco International Pty Limited assuming the Scheme of Arrangement becomes effective.
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Name and Complete Mailing Address
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Title of Class
Owned
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Amount Owned
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Percentage of
Voting
Securities
Owned
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Emeco Holdings Limited
Level 3, 71 Walters
Drive
Osborne Park, Western Australia, 6017
Australia
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Ordinary Shares
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112,089,330
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100%
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EHL Corporate Pty Limited
The following sets forth information as to each person owning 10 percent or more of the voting securities of EHL Corporate Pty Limited as
of November 3, 2016.
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Name and Complete Mailing Address
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Title of Class
Owned
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Amount Owned
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Percentage of
Voting
Securities
Owned
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Emeco Holdings Limited
Level 3, 71 Walters
Drive
Osborne Park, Western Australia, 6017
Australia
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Ordinary Shares
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2
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100%
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The following sets forth information as to each person that will own 10 percent or more of the voting
securities of EHL Corporate Pty Limited assuming the Scheme of Arrangement becomes effective.
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Name and Complete Mailing Address
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Title of Class
Owned
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Amount Owned
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Percentage of
Voting
Securities
Owned
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Emeco Holdings Limited
Level 3, 71 Walters
Drive
Osborne Park, Western Australia, 6017
Australia
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Ordinary Shares
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2
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100%
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Emeco Parts Pty Limited
The following sets forth information as to each person owning 10 percent or more of the voting securities of Emeco Parts Pty Limited as of
November 3, 2016.
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Name and Complete Mailing Address
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Title of Class
Owned
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Amount Owned
|
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Percentage of
Voting
Securities
Owned
|
|
Emeco Holdings Limited Level 3, 71 Walters Drive Osborne Park, Western Australia, 6017 Australia
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Ordinary Shares
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2
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100%
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The following sets forth information as to each person that will own 10 percent or more of the voting
securities of Emeco Parts Pty Limited assuming the Scheme of Arrangement becomes effective.
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Name and Complete Mailing Address
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Title of Class
Owned
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|
Amount Owned
|
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Percentage of
Voting
Securities
Owned
|
|
Emeco Holdings Limited
Level 3, 71 Walters
Drive
Osborne Park, Western Australia, 6017
Australia
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Ordinary Shares
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2
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100%
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7
Emeco Finance Pty Limited
The following sets forth information as to each person owning 10 percent or more of the voting securities of Emeco Finance Pty Limited as
of November 3, 2016.
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|
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|
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Name and Complete Mailing Address
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Title of Class
Owned
|
|
Amount Owned
|
|
Percentage of
Voting
Securities
Owned
|
|
Emeco Pty Limited
Level 3, 71 Walters Drive
Osborne Park, Western Australia, 6017
Australia
|
|
Ordinary Shares
|
|
1
|
|
100%
|
The following sets forth information as to each person that will own 10 percent or more of the voting
securities of Emeco Finance Pty Limited assuming the Scheme of Arrangement becomes effective.
|
|
|
|
|
|
|
|
|
Name and Complete Mailing Address
|
|
Title of Class
Owned
|
|
Amount Owned
|
|
Percentage of
Voting
Securities
Owned
|
|
Emeco Pty Limited
Level 3, 71 Walters Drive
Osborne Park, Western Australia, 6017
Australia
|
|
Ordinary Shares
|
|
1
|
|
100%
|
Enduro SpA
The following sets forth information as to each person owning 10 percent or more of the voting securities of Enduro SpA as of November 3,
2016.
|
|
|
|
|
|
|
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Name and Complete Mailing Address
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Title of Class
Owned
|
|
Amount Owned
|
|
Percentage of
Voting
Securities
Owned
|
|
Emeco Holdings South American SpA
Balmaceda N.
2472 Oficina 153
Edificio Costanera Centro
Antofagasta,
Chile
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Ordinary Shares
|
|
2,219
|
|
100%
|
The following sets forth information as to each person that will own 10 percent or more of the voting
securities of Enduro SpA assuming the Scheme of Arrangement becomes effective.
|
|
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|
|
|
|
|
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Name and Complete Mailing Address
|
|
Title of Class
Owned
|
|
Amount Owned
|
|
Percentage of
Voting
Securities
Owned
|
|
Emeco Holdings South American SpA Balmaceda N. 2472 Oficina 153 Edificio Costanera Centro Antofagasta, Chile
|
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Ordinary Shares
|
|
2,219
|
|
100%
|
Emeco Holdings South America SpA
The following sets forth information as to each person owning 10 percent or more of the voting securities of Emeco Holdings South America
SpA as of November 3, 2016.
|
|
|
|
|
|
|
|
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Name and Complete Mailing Address
|
|
Title of Class
Owned
|
|
Amount Owned
|
|
Percentage of
Voting
Securities
Owned
|
|
Emeco Holdings Limited
Level 3, 71 Walters
Drive
Osborne Park, Western Australia, 6017
Australia
|
|
Ordinary Shares
|
|
2,219
|
|
100%
|
8
The following sets forth information as to each person that will own 10 percent or more of
the voting securities of Emeco Holdings South America SpA assuming the Scheme of Arrangement becomes effective.
|
|
|
|
|
|
|
|
|
Name and Complete Mailing Address
|
|
Title of Class
Owned
|
|
Amount Owned
|
|
Percentage of
Voting
Securities
Owned
|
|
Emeco Holdings Limited
Level 3, 71 Walters Drive
Osborne Park, Western Australia, 6017, Australia
|
|
Ordinary Shares
|
|
2,219
|
|
100%
|
Emeco Equipment (USA) LLC
The following sets forth information as to each person owning 10 percent or more of the voting securities of Emeco Equipment (USA) LLC as
of November 3, 2016.
|
|
|
|
|
|
|
|
|
|
|
Name and Complete Mailing Address
|
|
Title of Class
Owned
|
|
Amount Owned
|
|
|
Percentage of
Voting
Securities
Owned
|
|
Emeco (UK) Ltd
7 Abemarle Street
London W1S 4HQ UK
|
|
Ordinary Shares
|
|
|
47,848,146
|
|
|
100%
|
The following sets forth information as to each person that will own 10 percent or more of the voting
securities of Emeco Equipment (USA) LLC assuming the Scheme of Arrangement becomes effective.
|
|
|
|
|
|
|
|
|
|
|
Name and Complete Mailing Address
|
|
Title of Class
Owned
|
|
Amount Owned
|
|
|
Percentage of
Voting
Securities
Owned
|
|
Emeco (UK) Ltd
7 Abemarle Street
London W1S 4HQ UK
|
|
Ordinary Shares
|
|
|
47,848,146
|
|
|
100%
|
UNDERWRITERS
|
(a)
|
Credit Suisse Securities (USA) LLC (Eleven Madison Avenue, New York, NY 10010-36297 and Westpac Banking Corporation (Level 2, Westpac Place, 275 Kent St, Sydney NSW, Australia) acted as underwriters in connection with
the offering of the Existing Notes.
|
|
(b)
|
There are no underwriters for the New Notes proposed to be offered.
|
CAPITAL SECURITIES
Emeco Pty Ltd
(a) Set forth below is certain information as to each authorized class of securities of the Issuer as of November 3, 2016.
|
|
|
|
|
|
|
|
|
|
|
Title of Class
|
|
Amount Authorized
|
|
|
Amount Outstanding
|
|
|
Ordinary Shares
|
|
|
1
|
|
|
|
1
|
|
(b) On a show of hands, every person present as a member or as a representative, proxy or attorney of a member will have 1
vote and on a poll, every member present in person or by proxy, attorney or representative will have 1 vote for each share held by that person.
9
Emeco Holdings Limited
|
(a)
|
Set forth below is certain information as to each authorized class of securities of Emeco Holdings Limited as of November 3, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Title of Class
|
|
Amount Authorized
|
|
|
Amount Outstanding
|
|
|
Ordinary Shares
|
|
|
599,675,707
|
|
|
|
599,675,707
|
|
|
(b)
|
On a show of hands, every person present as a member or as a representative, proxy or attorney of a member will have 1 vote and on a poll, every member present in person or by proxy, attorney or representative will have
1 vote for each share held by that person.
|
Emeco Canada Limited
|
(a)
|
Set forth below is certain information as to each authorized class of securities of Emeco Canada Limited as of November 3, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Title of Class
|
|
Amount Authorized
|
|
|
Amount Outstanding
|
|
|
Ordinary Shares
|
|
|
2,548
|
|
|
|
2,548
|
|
|
(b)
|
On a show of hands, every person present as a member or as a representative, proxy or attorney of a member will have 1 vote and on a poll, every member present in person or by proxy, attorney or representative will have
1 vote for each share held by that person.
|
Emeco International Pty Limited
|
(a)
|
Set forth below is certain information as to each authorized class of securities of Emeco International Pty Limited as of November 3, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Title of Class
|
|
Amount Authorized
|
|
|
Amount Outstanding
|
|
|
Ordinary Shares
|
|
|
112,089,330
|
|
|
|
112,089,330
|
|
|
(b)
|
On a show of hands, every person present as a member or as a representative, proxy or attorney of a member will have 1 vote and on a poll, every member present in person or by proxy, attorney or representative will have
1 vote for each share held by that person.
|
EHL Corporate Pty Limited
|
(a)
|
Set forth below is certain information as to each authorized class of securities of EHL Corporate Pty Limited as of November 3, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Title of Class
|
|
Amount Authorized
|
|
|
Amount Outstanding
|
|
|
Ordinary Shares
|
|
|
2
|
|
|
|
2
|
|
|
(b)
|
On a show of hands, every person present as a member or as a representative, proxy or attorney of a member will have 1 vote and on a poll, every member present in person or by proxy, attorney or representative will have
1 vote for each share held by that person.
|
10
Emeco Parts Pty Limited
|
(a)
|
Set forth below is certain information as to each authorized class of securities of Emeco Parts Pty Limited as of November 3, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Title of Class
|
|
Amount Authorized
|
|
|
Amount Outstanding
|
|
|
Ordinary Shares
|
|
|
2
|
|
|
|
2
|
|
|
(b)
|
On a show of hands, every person present as a member or as a representative, proxy or attorney of a member will have 1 vote and on a poll, every member present in person or by proxy, attorney or representative will have
1 vote for each Share held by that person.
|
Emeco Finance Pty Limited
|
(a)
|
Set forth below is certain information as to each authorized class of securities of Emeco Finance Pty Limited as of November 3, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Title of Class
|
|
Amount Authorized
|
|
|
Amount Outstanding
|
|
|
Ordinary Shares
|
|
|
1
|
|
|
|
1
|
|
|
(b)
|
On a show of hands, every person present as a member or as a representative, proxy or attorney of a member will have 1 vote and on a poll, every member present in person or by proxy, attorney or representative will have
1 vote for each share held by that person.
|
Enduro SpA
|
(a)
|
Set forth below is certain information as to each authorized class of securities of Enduro SpA as of November 3, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Title of Class
|
|
Amount Authorized
|
|
|
Amount Outstanding
|
|
|
Ordinary Shares
|
|
|
2,219
|
|
|
|
2,219
|
|
|
(b)
|
One share equals one vote
|
Emeco Holdings South America SpA
|
(a)
|
Set forth below is certain information as to each authorized class of securities of Emeco Holdings South America SpA as of November 3, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Title of Class
|
|
Amount Authorized
|
|
|
Amount Outstanding
|
|
|
Ordinary Shares
|
|
|
2,219
|
|
|
|
2,219
|
|
|
(b)
|
One share equals one vote.
|
Emeco Equipment (USA) LLC
|
(a)
|
Set forth below is certain information as to each authorized class of securities of Emeco Equipment (USA) LLC as of November 3, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Title of Class
|
|
Amount Authorized
|
|
|
Amount Outstanding
|
|
|
Ordinary Shares
|
|
|
47,848,146
|
|
|
|
47,848,146
|
|
|
(b)
|
One share equals one vote.
|
11
INDENTURE SECURITIES
|
ITEM 8.
|
ANALYSIS OF INDENTURE PROVISIONS.
|
The New Notes will be subject to the Indenture filed as
Exhibit T3C hereto. The following is a general description of certain provisions of the Indenture, qualified in its entirety by reference to the form of Indenture filed as Exhibit T3C. All capitalized and otherwise undefined terms shall have
the meanings ascribed to them in the Indenture.
|
(A)
|
Events of Defaults; Withholding of Notice.
|
Events of Default
Each of the following events is an “Event of Default”:
(1) default in the payment of principal of (or premium, if any, on) the New Notes when the same becomes due and payable at
maturity, upon acceleration, redemption or otherwise;
(2) default in the payment of interest or Additional Amounts on any
New Note when the same becomes due and payable, and such default continues for a period of 30 days;
(3) default in the
performance or breach of provisions related to the merger, consolidation or sale of assets, or the failure by the Issuer to comply with the covenants pertaining to repurchase at the option of holders upon a change of control or in connection with
excess proceeds from the disposition of assets or excess cash;
(4) Emeco Holdings Limited or any of its restricted
subsidiaries defaults in the performance of or breaches any other covenant or agreement in the Indenture or under the New Notes (other than a default specified in (1), (2) or (3) above) or any of the related security documents and such default or
breach continues for a period of 30 consecutive days after written notice by the Trustee or the holders of 25% or more in aggregate principal amount of the New Notes;
(5) with respect to (a) payment priority obligations or (b) any other indebtedness of Emeco Holdings Limited or any restricted
subsidiary with an aggregate outstanding principal amount of at least US$25.0 million (or its foreign currency equivalent at the time), Emeco Holdings Limited or any of its restricted subsidiaries default in payment beyond any grace period or in
observance or performance of any agreement or condition with respect to such indebtedness, the effect of which default is to cause, or to permit a holder of such indebtedness (or a trustee or agent on behalf of such holder) to cause (regardless of
whether notice is required) acceleration of the maturity of such indebtedness, unless a waiver of such defaults has been obtained;
(6) one or more final judgments or orders for payment in an aggregate amount exceeding US$25.0 million (or its foreign currency
equivalent at the time) (in excess of amounts which insurance carriers have agreed to pay) are rendered against Emeco Holdings Limited or any restricted subsidiary and are not paid or discharged and there is a period of 60 consecutive days following
entry of the final judgment or order during which a stay of enforcement is not in effect;
(7) certain events involving
involuntary bankruptcy, insolvency, winding-up or other similar proceedings of Emeco Holdings Limited or any significant subsidiary (or any group of restricted subsidiaries that as a whole would constitute a significant subsidiary) that remain
undismissed and unstayed for a period of 60 consecutive days, or an order for relief is entered against Emeco Holdings Limited or any significant subsidiary (or any group of restricted subsidiaries that as a whole would constitute a significant
subsidiary) under any applicable bankruptcy, insolvency or other similar law;
(8) Emeco Holdings Limited or any
significant subsidiary (or any group of restricted subsidiaries that as a whole would constitute a significant subsidiary) (a) commences a voluntary case under any bankruptcy, insolvency, winding-up or other similar law, or consents to the entry of
an order for relief in an involuntary case under any such law, (b) consents to the appointment of or taking possession by an administrator, receiver, liquidator or similar official of Emeco Holdings Limited or any significant subsidiary (or any
group of restricted subsidiaries that as a whole would constitute a significant subsidiary) for all or substantially all of the assets of Emeco Holdings Limited or any
12
significant subsidiary (or any group of restricted subsidiaries that as a whole would constitute a significant subsidiary), (c) makes any resolution for winding-up or dissolution
effective or (d) effects any general assignment for the benefit of creditors;
(9) any Guarantor denies or
disaffirms its obligations under its guarantee or, except as permitted by the Indenture, a guarantee is determined to be unenforceable or invalid or will for any reason cease to be in full force and effect; or
(10) (i) any security interest created by the security documents ceases to be in full force and effect (except as permitted by
the Indenture or the security documents) with respect to collateral with an aggregate fair market value exceeding US$5.0 million (or its foreign currency equivalent at the time), or Emeco Holdings Limited or any significant subsidiary asserts that
any collateral with an aggregate fair market value in exceeding US$5.0 million (or its foreign currency equivalent at the time) is not subject to a valid, perfected security interest (in each applicable jurisdiction, except as permitted by the
Indenture or the other security documents) and such Default continues for 30 days after the Issuer receives written notice from the Trustee or holders of at least 25% of the outstanding principal amount of the New Notes; or (ii) Emeco Holdings
Limited or any significant subsidiary repudiates its material obligations under a security document.
Acceleration
If an Event of Default (other than an Event of Default specified in (7) or (8) above) occurs and is continuing, the Trustee, if a responsible
officer of the Trustee has received written notice of such Event of Default, or the holders of at least 25% in aggregate principal amount of the New Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given
by the holders), may, and the Trustee at the written direction of such holders shall, declare the principal of, premium, if any, and accrued and unpaid interest on the New Notes to be immediately due and payable. Upon a declaration of acceleration,
such principal of, premium, if any, and accrued and unpaid interest shall be immediately due and payable. If an Event of Default specified in (7) or (8) above occurs, the principal of, premium, if any, and accrued and unpaid interest on the New
Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder. The Trustee will promptly provide the security trustee with written notice of
any declaration of acceleration.
Withholding of Notice
The Trustee may withhold notice of Default if and so long as the board of directors, the executive committee or a trust committee of directors
of the Trustee in good faith determine that withholding the notice is in the interest of the holders, except in the case of a default in the payment of the principal of or premium or interest on the New Notes
|
(B)
|
Execution, Authentication and Delivery of the Securities under the Indenture and Application of Proceeds Thereof.
|
On the issue date, the Trustee shall authenticate and deliver up to US$360,000,000 of New Notes, accompanied by an officers’ certificate
directing such authentication and containing a statement that all conditions precedent to the issuance of such New Notes have been complied with. From time to time thereafter, additional New Notes may be executed and delivered by the Issuer to the
Trustee for authentication, accompanied by an opinion of counsel and an officers’ certificate directing such authentication and specifying the amount of New Notes to be authenticated, the applicable rate at which interest will accrue on such
New Notes, the date on which the original issuance of such New Notes is to be authenticated, the date from which interest will begin to accrue, the date or dates on which interest and the principal on such New Notes will be payable, other terms
relating to such New Notes and a statement that all conditions precedent to the issuance of such New Notes have been complied with. The Trustee shall thereupon authenticate and deliver such New Notes to or upon the written order of the Issuer (as
set forth in such officers’ certificate).
The New Notes shall be executed by or on behalf of the Issuer by the manual or facsimile
signature of an authorized officer of the Issuer. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to authenticate the New Notes. Unless limited by the terms of such appointment, an authenticating agent
may authenticate New Notes whenever the Trustee may do so.
13
There will be no proceeds from the initial issuance of the New Notes because the New Notes will
be exchanged for the Existing Notes pursuant to the Scheme of Arrangement.
|
(C)
|
Release or Release and Substitution of Property Subject to Lien.
|
The Issuer and the
Guarantors will be entitled to the release of the liens over property and other assets constituting collateral securing the New Notes under any one or more of the following circumstances:
(1) in connection with any sale or other disposition of assets which are subject to such liens to a person that is not (either
before or after giving effect to such transaction) a restricted subsidiary of Emeco Holdings Limited if the sale or other disposition does not violate the provisions of the Indenture related to limitations on sales of assets and subsidiary stock;
(2) in part, if Emeco Holdings Limited designates any restricted subsidiary to be an unrestricted subsidiary in accordance
with the applicable provisions of the Indenture, the release of the capital stock of such unrestricted subsidiary;
(3)
upon repayment in full of the New Notes;
(4) upon legal defeasance, covenant defeasance or satisfaction and discharge of
the Indenture;
(5) in connection with an enforcement sale pursuant to the security documents;
(6) as otherwise not prohibited by the Indenture or the security documents; or
(7) in accordance with the amendment provisions of the Indenture.
A release of any portion of the collateral pursuant to the provisions of the Indenture and the security documents shall not be deemed to
impair the security interest on the remaining collateral.
The Issuer (or relevant Guarantor) will furnish to the Trustee (or its agent)
and the security trustee, prior to each proposed release of collateral pursuant to the security documents and/or the Indenture, an officers’ certificate or opinion of counsel to the effect that all conditions to the release of such collateral
have been complied with, unless such collateral is sold or pledged in the ordinary course of business to the extent such sale or pledge is not prohibited by the Indenture or the security documents (which collateral shall be deemed automatically
released upon any such sale).
|
(D)
|
Satisfaction and Discharge of the Indenture.
|
The Indenture will be discharged and will
cease to be of further effect as to all New Notes (except as to such matters which are to survive the termination of the Indenture), when:
(1) the Issuer has paid or caused to be paid all sums payable by it under the Indenture, including all amounts owing to the
Trustee;
(2) either: (i) all New Notes that have been authenticated (except lost, stolen or destroyed New Notes that have
been replaced or paid and New Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation, or (ii) all New Notes that have not been delivered to the Trustee for
cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust solely (A) for the benefit of the holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination of cash in U.S. dollars and non-callable U.S. Government Obligations, in amounts as will be
sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the New Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of
maturity or redemption;
14
(3) in respect of (2)(ii) above, the deposit will not result in a breach or
violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make
the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other indebtedness, and in each case the granting of liens to secure such borrowings); and
(4) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the New
Notes at maturity or on the redemption date, as the case may be.
The Issuer must deliver an officers’ certificate and an opinion of
counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.
|
(E)
|
Evidence of Compliance with Conditions and Covenants.
|
The Issuer shall deliver to the
Trustee, within 120 days after the end of each fiscal year, an officer’s certificate stating that in the course of the performance by the signer of its duties as an officer of the Issuer he would normally have knowledge of any Default and
whether or not the signer knows of any Default that occurred during such period and if any specifying such Default, its status and what action the Issuer is taking or proposed to take with respect thereto. Such compliance shall be determined without
regard to any period of grace or requirement of notice under the Indenture.
Officers of Emeco Holdings Limited must certify to a
responsible officer of the Trustee in writing, on or before a date not more than 120 days after the end of each fiscal year, that a review has been conducted of the activities and the performance under the Indenture of Emeco Holdings Limited and the
restricted subsidiaries and that Emeco Holdings Limited and each restricted subsidiary have fulfilled all of their respective obligations thereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such
default and the nature and status thereof. Emeco Holdings Limited shall deliver written notice to a responsible officer of the Trustee within 30 days after an officer becoming aware of the occurrence of a Default or an Event of Default.
Before the Trustee acts or refrains from acting, it may require an officers’ certificate stating that all conditions precedent, if any,
provided for in the Indenture relating to such action have been complied with, or an opinion of counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.
Other than the Issuer and Guarantors, no other person is an obligor with
respect to the New Notes
.
15
CONTENTS OF APPLICATION FOR QUALIFICATION
This application for qualification comprises –
|
(a)
|
Pages numbered 1 to 16, 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
|
|
|
|
|
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.
|
|
*
|
To be filed by amendment.
|
16
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 4
th
day of November, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
19
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
|
|
|
|
|
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.
|
|
*
|
To be filed by amendment.
|
20
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From Dec 2023 to Dec 2024
