Obligation W&T Offshore 8.5% ( US92922PAC05 ) en USD

W&T Offshore

100 % ▲

Etas-Unis

US92922PAC05 ( en USD )

8.5% par an ( paiement semestriel )

14/06/2019 - Obligation échue

Prospectus brochure de l'obligation W&T Offshore US92922PAC05 en USD 8.5%, échue

1 000 USD

900 000 000 USD

92922PAC0

N/A

L'Obligation émise par W&T Offshore ( Etas-Unis ) , en USD, avec le code ISIN US92922PAC05, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2019

Prospectus
http://www.sec.gov/Archives/edgar/data/1288403/000119312511338062...
424B3 1 d265960d424b3.htm PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-177749
PROSPECTUS
Up To $600,000,000 of
8.500% Senior Notes due 2019
That Have Not Been Registered Under
The Securities Act of 1933
For
Up To $600,000,000 of
8.500% Senior Notes due 2019
That Have Been Registered Under
The Securities Act of 1933

Terms of the New 8.500% Senior Notes due 2019 Offered in the Exchange Offer:

· The terms of the new notes are identical to the terms of the old notes that were issued on June 10, 2011, except that the new

notes will be registered under the Securities Act of 1933 and will not contain restrictions on transfer, registration rights or
provisions for additional interest.
Terms of the Exchange Offer:

· We are offering to exchange up to $600,000,000 of our old notes for new notes with materially identical terms that have

been registered under the Securities Act of 1933 and are freely tradable.

· We will exchange all old notes that you validly tender and do not validly withdraw before the exchange offer expires for an

equal principal amount of new notes.

· The exchange offer expires at 5:00 p.m., New York City time, on January 11, 2012, unless extended.

· Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.

· The exchange of new notes for old notes will not be a taxable event for U.S. federal income tax purposes.

You should carefully consider the risk factors beginning on page 8 of this prospectus before
participating in the exchange offer.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such
old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Please read "Plan of
Distribution."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal
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offense.
The date of this prospectus is December 12, 2011.
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This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your
investment decision, you should rely only on the information contained or incorporated by reference in this prospectus and in
the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. We are not
making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where an offer or
solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone
whom it is unlawful to make an offer or solicitation. You should not assume that the information contained in this prospectus,
as well as the information we previously filed with the Securities and Exchange Commission that is incorporated by reference
herein, is accurate as of any date other than its respective date.
TABLE OF CONTENTS

Page
Cautionary Statement Regarding Forward-Looking Statements
i

Prospectus Summary
1

Risk Factors
8

Exchange Offer
13

Use of Proceeds
20

Description of the Notes
21

Plan of Distribution
68

Material United States Federal Income Tax Consequences
69

Legal Matters
70

Experts
70

Where You Can Find More Information; Incorporation by Reference
70

Annex A: Letter of Transmittal
A-1

In this prospectus, "we," "us," "our," the "Company," and "W&T" refer to W&T Offshore, Inc. and its subsidiaries, unless
otherwise indicated or the context otherwise requires.

This prospectus incorporates important business and financial information about us that is not included or delivered with
this prospectus. Such information is available without charge to holders of old notes upon written or oral request made to
W&T Offshore, Inc., Nine Greenway Plaza, Suite 300, Houston, TX 77046 (Telephone: (713) 626-8525). To obtain timely
delivery of any requested information, holders of old notes must make any request no later than five business days prior to the
expiration of the exchange offer.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain information included or incorporated by reference in this prospectus may be deemed to be forward-looking statements.
Where any forward-looking statement includes a statement of the assumptions or bases underlying the forward-looking statement, we
caution that, while we believe these assumptions or bases to be reasonable and made in good faith, assumed facts or bases almost
always vary from the actual results, and the differences between assumed facts or bases and actual results can be material, depending
upon the circumstances. Where, in any forward-looking statement, we or our management express an expectation or belief as to future
results, such expectation or belief is expressed in good faith and is believed to have a reasonable basis. We cannot assure you,
however, that the statement of expectation or belief will result or be achieved or accomplished. These statements relate to analyses
and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements
also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by their use
of terms and phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project,"
"will," and similar terms and phrases, including references to assumptions. These statements are contained in the section "Risk
Factors" and other sections of this prospectus as well as the documents incorporated by reference in this prospectus. These forward
looking statements involve risks and uncertainties that may cause our actual future activities and results of operations to be materially
different from those suggested or described in this prospectus or the documents incorporated by reference herein. These risks include
the risks that are identified in the "Risk Factors" section of this prospectus, and also include, among others, expectations regarding the
following:

·
amount, nature and timing of capital expenditures;

·
drilling of wells and other planned exploitation activities;

·
timing and amount of future production of oil and natural gas;

·
increases in production growth and proved reserves;

·
operating costs such as lease operating expenses, administrative costs and other expenses;

·
our future operating or financial results;

·
cash flow and anticipated liquidity;

·
our business strategy, including expansion into the deep shelf and the deepwater of the Gulf of Mexico, and the availability

of acquisition opportunities;

·
hedging strategy;

·
exploration and exploitation activities and property acquisitions;

·
pricing and marketing of oil and natural gas;

·
governmental and environmental regulation of the oil and gas industry;

·
environmental liabilities relating to potential pollution arising from our operations;

·
our level of indebtedness;

·
timing and amount of future dividends;

·
industry competition, conditions, performance and consolidation;

·
natural events such as severe weather, hurricanes, floods, fire and earthquakes;

·
interruptions in third party pipelines distributing production to markets; and

·
uncertainties and difficulties associated with the integration and operation of recently acquired properties.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information
or otherwise. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results
may vary materially from those expected, estimated or projected.

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PROSPECTUS SUMMARY
This summary highlights information included or incorporated by reference in this prospectus. It may not contain all of
the information that is important to you. This prospectus includes information about the exchange offer and includes or
incorporates by reference information about our business and our financial and operating data. Before deciding to
participate in the exchange offer, you should read this entire prospectus carefully, including the financial data and related
notes incorporated by reference in this prospectus and the "Risk Factors" section beginning on page 8 of this prospectus.
In this prospectus we refer to the 8.500% Senior Notes due 2019 to be issued in the exchange offer as the "new notes"
and the 8.500% Senior Notes due 2019 issued on June 10, 2011 as the "old notes." We refer to the new notes and the old notes
collectively as the "notes."
W&T Offshore, Inc.
W&T Offshore, Inc. is an independent oil and natural gas producer, active in the acquisition, exploitation, exploration and
development of oil and natural gas properties in the Gulf of Mexico and onshore Texas. The Gulf of Mexico is an area where we
have developed significant technical expertise and where high production rates associated with hydrocarbon deposits have
historically provided us the best opportunity to achieve a rapid return on our invested capital. We have leveraged our historic
experience in the conventional shelf (water depths of less than 500 feet) to develop higher impact capital projects in the Gulf of
Mexico in both the deepwater (water depths in excess of 500 feet) and the deep shelf (well depths in excess of 15,000 feet and
water depths of less than 500 feet). We have acquired rights to develop and exploit new prospects and acquired existing oil and
natural gas properties in both the deepwater and the deep shelf, while at the same time continuing our focus on the conventional
shelf. We have interests in leases covering approximately 0.9 million gross acres (0.6 million net acres) spanning across the outer
continental shelf off the coasts of Louisiana, Texas, Mississippi and Alabama and onshore. Approximately 82% of our total gross
acreage is held-by-production.
More recently, we have expanded our operations onshore in both West Texas and East Texas. We currently hold working
interests in over 173,000 net acres onshore in Texas.
Our principal executive offices are located at Nine Greenway Plaza, Suite 300, Houston, Texas 77046. Our telephone
number is (713) 626-8525. We maintain a website at www.wtoffshore.com, which contains information about us. Our website
and the information contained on it and connected to it are not incorporated by reference into this prospectus.

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Exchange Offer
On June 10, 2011, we completed a private offering of the old notes. We entered into a registration rights agreement with the
initial purchasers in the private offering in which we agreed to deliver to you this prospectus and to use commercially reasonable
efforts to complete the exchange offer within 365 days after the date we issued the old notes.

Exchange Offer
We are offering to exchange new notes for old notes.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on January 11,
2012, unless we decide to extend it.

Condition to the Exchange Offer
The registration rights agreement does not require us to accept old notes for
exchange if the exchange offer, or the making of any exchange by a holder of the
old notes, would violate any applicable law or interpretation of the staff of the
Securities and Exchange Commission. The exchange offer is not conditioned on
a minimum aggregate principal amount of old notes being tendered.

Procedures for Tendering Old Notes
To participate in the exchange offer, you must follow the procedures established
by The Depository Trust Company, which we call "DTC," for tendering notes
held in book-entry form. These procedures are part of DTC's Automated Tender
Offer Program, which we call "ATOP," and require that (i) the exchange agent
receive, prior to the expiration date of the exchange offer, a computer generated
message known as an "agent's message" that is transmitted through DTC's
automated tender offer program, and (ii) DTC confirm that:

· DTC has received your instructions to exchange your notes, and

· you agree to be bound by the terms of the letter of transmittal.

For more information on tendering your old notes, please refer to the section in

this prospectus entitled "Exchange Offer--Terms of the Exchange Offer" and
"--Procedures for Tendering."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of old notes at any time prior to the expiration of
the exchange offer. To withdraw, you must submit a notice of withdrawal to the
exchange agent using the ATOP procedures before 5:00 p.m., New York City
time, on the expiration date of the exchange offer. Please refer to the section in
this prospectus entitled "Exchange Offer--Withdrawal of Tenders."

Acceptance of Old Notes and Delivery of New If you fulfill all conditions required for proper acceptance of old notes, we will
Notes
accept any and all old notes that you properly tender in the exchange offer
before 5:00 p.m. New York City time on the expiration date. We will return any
old note that we do not accept for

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exchange to you without expense promptly after the expiration date and

acceptance of the old notes for exchange. Please refer to the

section in this prospectus entitled "Exchange Offer--Terms of the Exchange
Offer."

Fees and Expenses
We will bear expenses related to the exchange offer. Please refer to the section
in this prospectus entitled "Exchange Offer--Fees and Expenses."

Use of Proceeds
The issuance of the new notes will not provide us with any new proceeds. We
are making this exchange offer solely to satisfy our obligations under our
registration rights agreement.

Consequences of Failure to Exchange Old Notes If you do not exchange your old notes in this exchange offer, you will no longer
be able to require us to register the old notes under the Securities Act of 1933
(the "Securities Act") except in limited circumstances provided under the
registration rights agreement. In addition, you will not be able to resell, offer to
resell or otherwise transfer the old notes unless we have registered the old notes
under the Securities Act, or unless you resell, offer to resell or otherwise
transfer them under an exemption from the registration requirements of, or in a
transaction not subject to, the Securities Act.

U.S. Federal Income Tax Consequences
The exchange of new notes for old notes in the exchange offer will not be a
taxable event for U.S. federal income tax purposes. Please read "Material
United States Federal Income Tax Consequences."

Exchange Agent
We have appointed Wells Fargo Bank, National Association as exchange agent
for the exchange offer. You should direct questions and requests for assistance,
requests for additional copies of this prospectus or the letter of transmittal to the
exchange agent addressed as follows:

Wells Fargo Bank, National Association

Corporate Trust Operations

MAC N9303-121

Sixth & Marquette Avenue

Minneapolis, MN 55479

Eligible institutions may make requests by facsimile at (612) 667-6282 and may

confirm facsimile delivery by calling (800) 344-5128.

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Terms of the New Notes
The new notes will be identical to the old notes except that the new notes are registered under the Securities Act and will
not have restrictions on transfer, registration rights or provisions for additional interest. The new notes will evidence the same
debt as the old notes, and the same indenture will govern the new notes and the old notes.
The following summary contains basic information about the new notes and is not intended to be complete. It does not
contain all information that may be important to you. For a more complete understanding of the new notes, please refer to the
section entitled "Description of the Notes" in this prospectus.

Issuer
W&T Offshore, Inc.

Notes Offered
$600 million aggregate principal amount of 8.500% senior notes due 2019.

Maturity
June 15, 2019.

Interest Payment Dates
Interest on the new notes will be paid semi-annually in arrears on June 15 and
December 15 of each year commencing on December 15, 2011. Interest on each
new note will accrue from the last interest payment date on which interest was
paid on the old note tendered in exchange thereof, or, if no interest has been paid
on the old note, from the date of the original issue of the old note.

Guarantees
Our obligations under the new notes will be fully and unconditionally
guaranteed on a senior unsecured basis by our existing material subsidiaries and
by certain of our future subsidiaries. See "Description of the Notes--
Guarantees."

Ranking
The new notes will be our general unsecured senior obligations. Accordingly,
they will rank:

· effectively subordinate to our existing and future secured indebtedness,
including indebtedness under our Fourth Amended and Restated Credit

Agreement (the "Credit Agreement"), to the extent of the value of the
collateral securing such indebtedness;

· effectively subordinate to all existing and future indebtedness and other

liabilities of any non-guarantor subsidiaries (other than indebtedness and
liabilities owed to us);

· pari passu in right of payment to all of our existing and future senior

indebtedness; and

· senior in right of payment to any of our future subordinated indebtedness.

The new notes will be jointly and severally guaranteed on a senior unsecured

basis by each of our existing material subsidiaries and certain future
subsidiaries. Each subsidiary guarantee will rank:

· effectively subordinate to all existing and future secured indebtedness of the
guarantor subsidiary, including its guarantee of indebtedness under our Credit

Agreement, to the extent of the value of the collateral securing such
indebtedness;

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· pari passu in right of payment to all existing and future senior indebtedness of

the guarantor subsidiary; and

· senior in right of payment to any future subordinated indebtedness of the

guarantor subsidiary.

Optional Redemption
On or after June 15, 2015, we may redeem the notes, in whole or in part, at the
redemption prices set forth under "Description of the Notes--Optional
Redemption.

Prior to June 15, 2014, we may on one or more occasions redeem up to 35% of
the aggregate principal amount of the notes with the net cash proceeds of certain
equity offerings, at a price equal to 108.500% of the aggregate principal amount
of the notes plus accrued and unpaid interest.

In addition, prior to June 15, 2015, we may redeem all or part of the notes at a
redemption price equal to 100% of the aggregate principal amount of the notes
to be redeemed, plus a make-whole premium and accrued and unpaid interest.

Change of Control and Asset Sales
If we experience a change of control or if we sell certain assets and do not
apply the proceeds as required, we will be required to offer to repurchase the
notes at the prices set forth in under "Description of the Notes--Repurchase at
the Option of Holders."

Certain Covenants
The indenture governing the new notes contains covenants that, among other
things, limit our ability and the ability of our restricted subsidiaries to:

· make investments;

· incur additional indebtedness or issue preferred stock;

· create certain liens;

· sell assets;

· enter into agreements that restrict dividends or other payments from our

subsidiaries to us;

· consolidate, merge or transfer all or substantially all of the assets of our

company;

· engage in transactions with our affiliates;

· pay dividends or make other distributions on capital stock or subordinated

indebtedness; and

· create unrestricted subsidiaries.

These covenants are subject to important exceptions and qualifications. In
addition, most of the covenants will terminate if both Standard & Poor's Ratings

Services and Moody's Investor Service, Inc. assign the new notes an investment
grade rating and no default exists with respect to the new notes. See
"Description of the Notes--Certain Covenants."

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No Prior Market
The new notes generally will be freely transferable, but will also be new
securities for which there will not initially be a market. There can be no
assurance as to the development or liquidity of any market for the new notes. We
do not intend to apply for a listing of the new notes on any securities exchange
or any automated dealer quotation system.

Risk Factors
Investing in the notes involves risks. See "Risk Factors" beginning on page 8 for
a discussion of certain factors you should consider in evaluating an investment
in the new notes.

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