UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 28, 2011 (February 2223, 2011)

ALLIS-CHALMERS ENERGY INC.

(Exact name of registrant as specified in its charter)

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

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

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

______________________________

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

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Item 1.0201. ~~Termination~~Entry of into a Material Definitive Agreement.

OnThe ~~February~~information ~~23,~~set ~~2011,~~forth Allis-Chalmers Energy Inc., a Delaware corporation (“Allis-Chalmers”), completed its merger (the “Merger”) with and into Wellco Sub Company (“Wellco”), a Delaware corporation and wholly owned subsidiary of Seawell Limited (“Seawell”), with Wellco continuing as the surviving entity under ~~the~~Item ~~name Allis-Chalmers Energy Inc~~2. ~~The~~03 ~~Merger~~below ~~was~~regarding ~~effected pursuant to~~ the ~~Agreement~~Supplemental ~~and~~Indentures ~~Plan~~is ofincorporated ~~Merger,~~herein ~~dated as of August 10, 2010,~~ by and among Allis-Chalmers, Seawell and Wellco, as amended by the Amendment Agreement, dated as of October 10, 2010, by and among Allis-Chalmers, Seawell and Wellco (as so amended, the “Merger Agreement”)reference.

InItem ~~connection~~2.01 ~~with~~Completion ~~the Merger, the Company terminated its Second Amended and Restated Credit Agreement by and among the Company, as borrower, the subsidiary guarantors party thereto, Royal Bank~~ of ~~Canada,~~Acquisition asor ~~administrative~~Disposition ~~agent and collateral agent, and the lenders party thereto, by paying off the outstanding balance~~ of ~~$44,788,314~~Assets.~~53.~~

~~Item~~On 3February 23, 2011, Allis-Chalmers Energy Inc.01, ~~Notice~~a Delaware corporation (“Allis-Chalmers”), completed its merger (the “Merger”) with and into Wellco Sub Company (“Wellco”), a Delaware corporation and wholly owned subsidiary of ~~Delisting~~Seawell orLimited ~~Failure~~(“Seawell”), with Wellco continuing as the surviving entity under the name Allis-Chalmers Energy Inc. The Merger was effected pursuant to ~~Satisfy~~the aAgreement ~~Continued~~and ~~Listing~~Plan ~~Rule~~of Merger, dated as of August 10, 2010, by and among Allis-Chalmers, Seawell and Wellco, as amended by the Amendment Agreement, dated as of October 10, 2010, by and among Allis-Chalmers, Seawell and Wellco (as so amended, the “Merger Agreement”). Pursuant to the Merger, each outstanding share of common stock of Allis-Chalmers was converted into the right to receive either $4.25 cash or ~~Standard;~~1.15 ~~Transfer~~fully paid and nonassessable Seawell common shares. In connection with the Merger, as described below under Item 5.03, the name of ~~Listing~~the Company was changed from “Wellco Sub Company” to “Allis-Chalmers Energy Inc.”

InThe ~~connection with the completion of the~~ Merger, ~~the~~will ~~Company~~be ~~notified~~accounted ~~the~~for ~~New~~under ~~York Stock Exchange (~~the ~~“NYSE”)~~purchase ~~that~~method ~~each outstanding share~~ of ~~the~~accounting. Accordingly, ~~Company~~Allis-Chalmers’s ~~common~~results ~~stock was converted in the Merger into the right to receive cash or Seawell common shares and requested that the NYSE file a notification~~ of ~~removal~~operations ~~from~~will ~~listing~~be onincluded ~~Form~~in ~~25 with the Securities and Exchange Commission (the “SEC”) with respect to the Company~~Seawell’s ~~common~~consolidated ~~stock.~~results ~~In connection~~of ~~with~~operations ~~the~~only ~~Merger,~~for ~~the~~periods ~~NYSE~~subsequent ~~submitted~~ to the ~~SEC a Form 25 to delist Allis-Chalmers’ common stock~~Merger.

Item 52.0203 ~~Departure~~Creation of ~~Directors~~a orDirect ~~Certain~~Financial ~~Officers;~~Obligation ~~Election~~or ofan ~~Directors;~~Obligation ~~Appointment~~under ofan ~~Certain~~Off-Balance ~~Officers;~~Sheet ~~Compensatory~~Arrangement ~~Arrangements~~ of ~~Certain~~a ~~Officers~~Registrant.

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

OnCopies ~~February 23, 2011, effective as~~ of the ~~effective~~2006 ~~time~~Supplemental ofIndenture and the ~~Merger,~~2007 ~~pursuant~~Supplemental toIndenture ~~the~~are ~~Merger~~filed ~~Agreement,~~as ~~Messrs.~~Exhibit ~~Munawar H~~10.1 ~~Hidayatallah,~~and ~~Saad~~Exhibit ~~Bargach, Alejandro P~~10. ~~Bulgheroni~~2, ~~Giovanni Dell’Orto~~respectively, ~~Victor~~to F.this ~~Germack,~~Current ~~James~~Report H.on ~~Hennessy,~~Form ~~Robert~~8-K ~~E. Nederlander, John Reynolds~~ and ~~Zane~~are ~~Tankel~~incorporated ~~resigned~~by ~~from~~reference ~~the~~herein ~~Company’s~~in ~~board~~their ~~of directors (the “Board”)~~entirety.

~~Effective~~Item ~~as of the effective time of the Merger, the Board consists of the following individuals: Jørgen P~~3.03 ~~Rasmussen,~~Material ~~Thorleif~~Modification ~~Egeli,~~to ~~Lars~~Rights Bethuelsen and Max L. Bouthillette. Information regarding Mssrs. Rasmussen, Egeli, Bethuelsen and Bouthillette was previously reported in the proxy statement on Form DEFM14/A filed by the Company on January 25, 2011 under the caption “Management of ~~Seawell~~Security ~~After the Merger~~Holders.”

~~Changes~~The ininformation ~~Officers~~set forth under Item 5.03 below regarding the Certificate of Designations is incorporated herein by reference.

~~Upon~~Item ~~completion of the Merger, on February 23, 2011, the following individuals resigned from their respective officer positions with the Company: Mr~~5.01 ~~Hidayatallah~~Changes asin ~~Chairman~~Control and Chief Executive Officer, Mr. Theodore F. Pound III as General Counsel and Secretary, Mr. Mark Patterson as Senior Vice President, Rental Services, and Mr. Carlos F. Etcheverry as Senior Vice President, Drilling and Completion. Mr. Victor M. Perez will continue with the Company under new terms of ~~employment as Chief Financial Officer~~Registrant. ~~Mr. Terry Keane will continue with the Company in his position as Senior Vice President, Oilfield Services.~~

~~Upon~~Effective ~~completion~~as of the effective time of the Merger, on February 23, 2011, ~~Mr.~~a ~~Rasmussen~~change ~~succeeded~~in ~~Mr.~~control ~~Hidayatallah~~of asAllis-Chalmers ~~the Company’s President~~occurred, ~~Chief Executive Officer~~ and ~~Chairman~~Allis-Chalmers ofnow ~~the~~is ~~Board.~~a ~~Mr.~~wholly ~~Bouthillette~~owned ~~succeeded~~subsidiary ~~Mr.~~of ~~Pound as the Company’s General Counsel and Secretary~~Seawell. ~~Mr.~~The ~~Egeli~~disclosure ~~was~~under ~~elected~~Item ~~as Senior Vice President and Chief Operations Officer, and Mr~~2.01 ~~Bethuelsen~~hereto ~~was~~is ~~elected~~incorporated asherein ~~Senior~~by ~~Vice President, Mergers and Acquisitions~~reference.

~~Amendment~~Item 5.03 Amendments to ~~Employment~~Articles ~~Agreements~~of Incorporation or Bylaws; Change in Fiscal Year.

~~Effective~~Certificate as of February 22, 2011, in connection with the Merger, the employment agreements with each of Mr. Pound and Mr. Perez were amended to allow for lump sum severance payments. Pursuant to the amendments, Mr. Pound is entitled to receive total separation payments of $594,000.16, and Mr. Perez is entitled to receive total separation payments of $653,999.84. The amendments to Mr. Pound’s and Mr. Perez’s employment agreements are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.Incorporation

~~Item~~On ~~5.07~~February ~~Submission~~23, 2011, in connection with the Merger, the Company adopted an amendment to its Certificate of ~~Matters~~Incorporation to achange ~~Vote~~its name from “Wellco Sub Company” to “Allis-Chalmers Energy Inc.” The Certificate of ~~Security~~Merger ~~Holders~~amending the Company’s Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

ACertificate ~~special meeting~~ of the stockholders of Allis-Chalmers was held on February 23, 2011 (the “Special Meeting”). At the Special Meeting, Proposals 1 and 2 were approved by Allis-Chalmers’ stockholders. The proposals are described in detail in the definitive proxy statement/prospectus, as amended, filed by Allis-Chalmers with the SEC on January 25, 2011. At the Special Meeting, more than 50% percent of the shares of Allis-Chalmers’ common stock outstanding and 100% of the shares of Allis-Chalmers’ preferred stock entitled to vote as of the record date of January 14, 2011, were represented in person or by proxy. The voting results of the Special Meeting are set forth below.Designations

~~Proposal~~On 1February —23, ~~Approval~~2011, ofin connection with the Merger, ~~Agreement~~as –approved ~~Allis-Chalmers~~by our predecessor’s ~~stockholders~~board ~~adopted~~of directors and pursuant to the Merger Agreement., ~~The~~the ~~voting~~Company’s ~~results~~predecessor ~~were~~adopted ~~65,496,199~~an ~~shares~~amendment to its Certificate of ~~common~~Designations ~~stock~~of ~~(including~~7.0% ~~Allis-Chalmers’~~convertible preferred stock ~~voting~~(the on“Certificate anof ~~as-converted~~Designations”) ~~basis~~to ~~with~~provide that if holders of the Company’s predecessor’s common stock ashave the opportunity to elect a ~~single~~form ~~class,~~of ~~subject~~consideration to ~~the~~be ~~limitations~~received ~~described~~ in the ~~proxy statement) and 36~~Merger,~~393~~ ~~shares~~the holders of preferred stock ~~“FOR,”~~shall ~~568,500~~have ~~shares~~the same rights as the holders of common stock ~~and~~with 0respect ~~shares~~to any such election. The Certificate of ~~preferred~~Amendment ~~stock~~to ~~“AGAINST,”~~the Certificate of Designations is filed as Exhibit 3.2 to this Current Report on Form 8-K and ~~61,466~~is ~~abstentions~~incorporated by reference herein.

~~Proposal~~Item ~~2 — Approval of Amendment to Certificate of Designations – Allis-Chalmers’ stockholders adopted the amendment to the Certificate of Designations~~8.01 ~~The~~Other voting results were 65,362,082 shares of common stock (including Allis-Chalmers’ preferred stock voting on an as-converted basis with the common stock as a single class, subject to the limitations described in the proxy statement) and 36,393 shares of preferred stock “FOR,” 568,085 shares of common stock and 0 shares of preferred stock “AGAINST,” and 177,998 abstentionsEvents.

~~Proposal~~On 3February — Adjournment of Special Meeting to Solicit Additional Proxies if there is an Insufficient Number of Votes to Approve the Merger Agreement – Allis-Chalmers’ stockholders approved the proposal to adjourn the Special Meeting to a later date or time23, ~~if necessary or appropriate~~2011, towe ~~solicit~~issued ~~additional~~a ~~proxies~~press ifrelease ~~there~~announcing ~~had been an insufficient number of votes at~~ the ~~time~~completion of ~~such adjournment to approve~~ the Merger ~~Agreement~~. The ~~voting~~press ~~results~~release ~~were~~is ~~62,538,132~~attached ~~shares~~hereto ~~of common stock (including Allis-Chalmers’ preferred stock voting on an~~ as~~-converted~~ ~~basis~~Exhibit with the common stock as a single class, subject to the limitations described in the proxy statement) and 36,393 shares of preferred stock “FOR,” 3,037,663 shares of common stock and 0 shares of preferred stock “AGAINST,” and 550,371 abstentions99. ~~Because~~1 ~~sufficient proxies were returned, no proposal to adjourn or postpone the Special Meeting was made,~~ and ~~therefore~~incorporated noherein ~~vote~~by ~~was held on this proposal~~reference.

Item 9.01 Financial Statements and Exhibits.

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

(a) Financial Statements of Businesses Acquired

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

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

(b) Pro Forma Financial Information

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

(d) Exhibits

103.1 ~~Amendment~~Certificate toof ~~Executive~~Merger ~~Employment Agreement, dated effective as~~ of ~~February~~Allis-Chalmers ~~22,~~Energy ~~2011,~~Inc. bywith and ~~between~~into ~~the~~Wellco Sub Company, ~~and~~dated ~~Theodore~~February F.23, ~~Pound III~~2011.

103.2 Certificate of Amendment to ~~Executive~~Certificate ~~Employment~~of ~~Agreement,~~Designations ~~dated~~of ~~effective~~7.0% asConvertible ofPerpetual ~~February~~Preferred ~~22,~~Stock ~~2011,~~of byAllis-Chalmers ~~and~~Energy ~~between~~Inc., ~~the~~dated ~~Company~~February ~~and~~23, ~~Victor M~~2011. ~~Perez.~~

10.1

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

10.2

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

99.1

Press Release, dated February 23, 2011.

SIGNATURE

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

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

EXHIBIT INDEX

Exhibit Number Exhibit Description

10.1

10.2

99.1

Press Release, dated February 23, 2011.

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