W&T Offshore Inc S-3, filed Oct 11, 2024

W&T Offshore Inc (WTI)

S-3 2024-10-11

View Original

Added on October 18, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	Large accelerated filer ☐			Accelerated filer ☒
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

Exact Name of Additional Registrants(1)	State or Other Jurisdiction of Incorporation or Formation	IRS Employer Identification Number
W & T Energy VI, LLC	Delaware		20-4416495
W & T Energy VII, LLC	Delaware		20-4416601
Aquasition III LLC	Delaware		86-2800405
Aquasition IV LLC	Delaware		86-2820500
Aquasition V LLC	Delaware		86-2821560
Falcon Aero Holdings LLC	Delaware	N/A(2)
Falcon Aero Holdco LLC	Delaware	N/A(2)
Green Hell LLC	Delaware		86-1429753
Seaquester LLC	Delaware		87-0959221
Seaquestration LLC	Delaware		87-0958946

	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		2
INFORMATION INCORPORATED BY REFERENCE		3
RISK FACTORS		4
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS		5
THE COMPANY		8
USE OF PROCEEDS		9
DESCRIPTION OF DEBT SECURITIES		10
DESCRIPTION OF CAPITAL STOCK		22
DESCRIPTION OF DEPOSITARY SHARES		25
DESCRIPTION OF WARRANTS		27
SELLING SHAREHOLDER		28
PLAN OF DISTRIBUTION		29
LEGAL MATTERS		34
EXPERTS		34

	Securities and Exchange Commission registration fee			$543.00
	Fees and expenses of accountants			*
	Fees and expenses of legal counsel			*
	Printing expenses			*
	Miscellaneous			*
	Total			*

	Exhibit Number			Exhibit Description
	1.1**			Form of Underwriting Agreement.
	3.1			Second Amended and Restated Articles of Incorporation of W&T Offshore, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q, filed August 2, 2023).
	3.2			Fourth Amended and Restated Bylaws of W&T Offshore, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed April 26, 2023 (File No. 001-32414)).
	4.1			Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1, filed May 3, 2004 (File No. 333-115103)).
	4.2*			Form of Senior Indenture.
	4.3*			Form of Senior Debt Security (included in Exhibit 4.2).
	4.4*			Form of Subordinated Indenture.
	4.5*			Form of Subordinated Debt Security (included in Exhibit 4.4).
	4.6			Indenture, dated as of January 27, 2023, by and among W&T Offshore, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on January 30, 2023 (File No. 001-32414)).
	4.7			Form of 11.75% Senior Second Lien Notes Due 2026 (included in Exhibit 4.6).
	4.8			First Supplemental Indenture, dated as of May 25, 2023, among Falcon Aero Holdings LLC, Falcon Aero Holdco LLC, W&T Offshore, Inc., the other Guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q, filed August 2, 2023).
	4.9**			Form of Warrant Agreement.
	4.10**			Form of Warrant Certificate.
	4.11**			Form of Debt Securities.
	4.12**			Form of Depositary Agreement.
	4.13**			Form of Depositary Receipt.
	5.1*			Opinion of Kirkland & Ellis LLP as to the legality of the securities being registered.
	22.1*			List of Subsidiary Guarantors and Issuers of Guaranteed Securities.
	23.1*			Consent of Ernst & Young LLP.
	23.2*			Consent of Netherland, Sewell & Associates, Inc.
	23.3*			Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1).
	24.1*			Powers of Attorney (included on signature page).
	25.1***			Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture.
	25.2***			Form T-1 Statement of Eligibility and Qualification respecting the Subordinated Indenture.
	107*			Filing Fee Table.

Signature	Title	Date
/s/ Tracy W. Krohn Tracy W. Krohn	Chairman, Chief Executive Officer, President and Director (Principal Executive Officer)	October 10, 2024
/s/ Sameer Parasnis Sameer Parasnis	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	October 10, 2024
/s/ Bart P. Hartman III Bart P. Harman III	Vice President and Chief Accounting Officer (Principal Accounting Officer)	October 10, 2024
/s/ Virginia Boulet Virginia Boulet	Director	October 10, 2024
/s/ John D. Buchanan John D. Buchanan	Director	October 10, 2024
/s/ Nancy Chang Nancy Chang	Director	October 10, 2024

Article One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			1
	Section 101.	Definitions	1
	Section 102.	Compliance Certificates and Opinions	6
	Section 103.	Form of Documents Delivered to Trustee	6
	Section 104.	Acts of Holders; Record Dates	7
	Section 105.	Notices, Etc., to Trustee and Company	8
	Section 106.	Notice to Holders; Waiver	9
	Section 107.	Conflict with Trust Indenture Act	9
	Section 108.	Effect of Headings and Table of Contents	9
	Section 109.	Successors and Assigns	9
	Section 110.	Separability Clause	9
	Section 111.	Benefits of Indenture	9
	Section 112.	Governing Law	9
	Section 113.	Legal Holidays	10
	Section 114.	No Recourse Against Others	10
	Section 115.	Indenture May Be Executed in Counterparts	10

Article Two SECURITY FORMS			10
	Section 201.	Forms Generally	10
	Section 202.	Form of Face of Security	10
	Section 203.	Form of Reverse of Security	12
	Section 204.	Form of Notation of Subsidiary Guarantee	15
	Section 205.	Form of Legend for Global Securities	15
	Section 206.	Form of Trustee’s Certificate of Authentication	15
	Section 207.	Form of Conversion Notice	16

Article Three THE SECURITIES			16
	Section 301.	Amount Unlimited; Issuable in Series	16
	Section 302.	Denominations	19
	Section 303.	Execution, Authentication, Delivery and Dating	19
	Section 304.	Temporary Securities	20
	Section 305.	Registration, Registration of Transfer and Exchange	20
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	22
	Section 307.	Payment of Interest; Interest Rights Preserved	22
	Section 308.	Persons Deemed Owners	23
	Section 309.	Cancellation	23
	Section 310.	Computation of Interest	23

Article Four SATISFACTION AND DISCHARGE			24
	Section 401.	Satisfaction and Discharge of Indenture	24
	Section 402.	Application of Trust Money	24

Article Five REMEDIES			25
	Section 501.	Events of Default	25
	Section 502.	Acceleration of Maturity; Rescission and Annulment	26
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	27
	Section 504.	Trustee May File Proofs of Claim	27
	Section 505.	Trustee May Enforce Claims Without Possession of Securities	28
	Section 506.	Application of Money Collected	28
	Section 507.	Limitation on Suits	28
	Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	29
	Section 509.	Restoration of Rights and Remedies	29
	Section 510.	Rights and Remedies Cumulative	29
	Section 511.	Delay or Omission Not Waiver	29
	Section 512.	Control by Holders	30
	Section 513.	Waiver of Past Defaults	30
	Section 514.	Undertaking for Costs	30
	Section 515.	Waiver of Usury, Stay or Extension Laws	30

Article Six THE TRUSTEE			31
	Section 601.	Certain Duties and Responsibilities	31
	Section 602.	Notice of Defaults	31
	Section 603.	Certain Rights of Trustee	31
	Section 604.	Not Responsible for Recitals or Issuance of Securities	32
	Section 605.	May Hold Securities	32
	Section 606.	Money Held in Trust	32
	Section 607.	Compensation and Reimbursement	32
	Section 608.	Conflicting Interests	32
	Section 609.	Corporate Trustee Required; Eligibility	33
	Section 610.	Resignation and Removal; Appointment of Successor	33
	Section 611.	Acceptance of Appointment by Successor	34
	Section 612.	Merger, Conversion, Consolidation or Succession to Business	34
	Section 613.	Preferential Collection of Claims Against Company	35
	Section 614.	Appointment of Authenticating Agent	35

Article Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY			36
	Section 701.	Company to Furnish Trustee Names and Addresses of Holders	36
	Section 702.	Preservation of Information; Communications to Holders	36
	Section 703.	Reports by Trustee	37
	Section 704.	Reports by Company	37

Article Eight CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE			37
	Section 801.	Company May Consolidate, Etc., Only on Certain Terms	37
	Section 802.	Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms	38
	Section 803.	Successor Substituted	38

Article Nine SUPPLEMENTAL INDENTURES			39
	Section 901.	Supplemental Indentures Without Consent of Holders	39
	Section 902.	Supplemental Indentures With Consent of Holders	40
	Section 903.	Execution of Supplemental Indentures	40
	Section 904.	Effect of Supplemental Indentures	41
	Section 905.	Conformity With Trust Indenture Act	41
	Section 906.	Reference in Securities to Supplemental Indentures	41

Article Ten COVENANTS			41
	Section 1001.	Payment of Principal, Premium and Interest	41
	Section 1002.	Maintenance of Office or Agency	41
	Section 1003.	Money for Securities Payments to be Held in Trust	42
	Section 1004.	Statement by Officers as to Default	42
	Section 1005.	Existence	43
	Section 1006.	Maintenance of Properties	43
	Section 1007.	Payment of Taxes and Other Claims	43
	Section 1008.	Maintenance of Insurance	43
	Section 1009.	Waiver of Certain Covenants	43

Article Eleven REDEMPTION OF SECURITIES			44
	Section 1101.	Applicability of Article	44
	Section 1102.	Election to Redeem; Notice to Trustee	44
	Section 1103.	Selection by Trustee of Securities to be Redeemed	44
	Section 1104.	Notice of Redemption	45
	Section 1105.	Deposit of Redemption Price	45
	Section 1106.	Securities Payable on Redemption Date	45
	Section 1107.	Securities Redeemed in Part	46

Article Twelve [INTENTIONALLY OMITTED]			46

Article Thirteen SUBSIDIARY GUARANTEES			46
	Section 1301.	Applicability of Article	46
	Section 1302.	Subsidiary Guarantees	46
	Section 1303.	Execution and Delivery of Notations of Subsidiary Guarantees	47
	Section 1304.	Release of Subsidiary Guarantors	48
	Section 1305.	Additional Subsidiary Guarantors	48
	Section 1306.	Limitation on Liability	48

Article Fourteen [INTENTIONALLY OMITTED]			48

Article Fifteen DEFEASANCE AND COVENANT DEFEASANCE			48
	Section 1501.	Company’s Option to Effect Defeasance or Covenant Defeasance	48
	Section 1502.	Defeasance and Discharge	49
	Section 1503.	Covenant Defeasance	49
	Section 1504.	Conditions to Defeasance or Covenant Defeasance	49
	Section 1505.	Deposited Money and U.S. Government Obligations to be Held in Trust; Miscellaneous Provisions	51
	Section 1506.	Reinstatement	51

Article Sixteen SINKING FUNDS			51
	Section 1601.	Applicability of Article	51
	Section 1602.	Satisfaction of Sinking Fund Payments with Securities	52
	Section 1603.	Redemption of Securities for Sinking Fund	52

Trust Indenture Act Section		Indenture Section
Section 310(a)(1)		609
(a)(2)		609
(a)(3)		Not Applicable
(a)(4)		Not Applicable
(b)		608
		610
Section 311(a)		613
(b)		613
Section 312(a)		701
		702
(b)		702
(c)		702
Section 313(a)		703
(b)		703
(c)		703
(d)		703
Section 314(a)		704
(a)(4)		101
		1004
(b)		Not Applicable
(c)(1)		102
(c)(2)		102
(c)(3)		Not Applicable
(d)		Not Applicable
(e)		102
Section 315(a)		601
(b)		602
(c)		601
(d)		601
(e)		514
Section 316(a)		101
(a)(1)(A)		502
		512
(a)(1)(B)		513
(a)(2)		Not Applicable
(b)		508
(c)		104
Section 317(a)(1)		503
(a)(2)		504
(b)		1003
Section 318(a)		107

Year		Redemption Price		Year		Redemption Price

Year		Redemption Price for Redemption Through Operation of the Sinking Fund		Redemption Price for Redemption Otherwise than Through Operation of the Sinking Fund


	Social Security or other
	Taxpayer Identification Number


(Name)


(Please print name and address)

ISSUER:

W&T Offshore, Inc.

By:
	Name:
	Title:

SUBSIDIARY GUARANTORS:

[Insert Subsidiary Guarantors]

By:
	Name:
	Title:

TRUSTEE:


		,
As Trustee

By:
	Name:
	Title:

Subsidiary		State of Organization
[Insert Subsidiary Guarantors]

	,
		As Trustee

	By
		Authorized Officer

ISSUER:

W&T Offshore, Inc.

By:
	Name:
	Title:

SUBSIDIARY GUARANTORS:

[Insert Subsidiary Guarantors]

By:
	Name:
	Title:

TRUSTEE:
		,
	As Trustee

By:
	Name:
	Title:

Exact Name of Additional Registrants		State or Other Jurisdiction of Incorporation or Organization
W & T Energy VI, LLC		Delaware
W & T Energy VII, LLC		Delaware
Aquasition III LLC		Delaware
Aquasition IV LLC		Delaware
Aquasition V LLC		Delaware
Falcon Aero Holdings LLC		Delaware
Falcon Aero Holdco LLC		Delaware
Green Hell LLC		Delaware
Seaquester LLC		Delaware
Seaquestration LLC		Delaware

	NETHERLAND, SEWELL & ASSOCIATES, INC.

	By:	/s/ Eric J. Stevens
		Eric J. Stevens, P.E.
		President and Chief Operating Officer