EOHDF Emeco Holdings Ltd (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-3/A

(Amendment No. 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)

Approximate Date of Exchange Offer:

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

Name and Address of Agent for Service:

Colleen A. DeVries

SVP on behalf of National Corporate Research Ltd.

10 E. 40th Street, 10th floor

New York, NY 10016

With Copies to:

Kyle Pilkington

Baker & McKenzie. Wong & Leow

8 Marina Boulevard #05-01

Marina Bay Financial Centre Tower 1

Singapore 018981

Singapore

Telephone: +65 6434 2616

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.

EXPLANATORY NOTE

This Amendment No. 3 to Application for Qualification of Indenture on Form T-3 (this “ Amendment ”) amends the Application for Qualification of Indenture on Form T-3 (the “ Application ”) filed by the Applicants on November 7, 2016, as previously amended by Amendment No. 1 dated February 6, 2017 and Amendment No. 2 dated February 24, 2017. All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Scheme Document (as defined below).

The requisite majority of Scheme Creditors approved the Scheme of Arrangement (as defined below) at the meeting held on March 13, 2017 (the “ Scheme Meeting ”). The Scheme of Arrangement was thereafter approved by the Federal Court of Australia New South Wales District Registry (the “ Court ”) at a hearing on March 15, 2017 (the “ Fairness Hearing ”). During the Fairness Hearing, the Court considered 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 issued a final order for the approval of the Scheme of Arrangement.

This Amendment is being filed solely to provide updated information under Item 2, which has been amended and restated in full, to file an amended and restated form of indenture to be qualified hereby as Exhibit T3C (Form of Indenture) and to file the Findings of the Court as Exhibit T3D. This Amendment is not intended to amend or delete any other part of the Application. All other information in the Application is unchanged and has been omitted from this Amendment.

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GENERAL

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. 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, along with supplementary disclosure filed as Exhibit T3E(3), which together set 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 mailed the Scheme Document to the Scheme Creditors shortly after the Application was filed. As set forth in more detail in the Scheme Document, Emeco Noteholders as at the date on which the Scheme of Arrangement becomes effective (“ Scheme Noteholders ”) who validly elected 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. The Scheme Noteholders that did not accept the terms of the Scheme of Arrangement will receive cash as outlined in the Scheme Document. In addition, in order to secure Black Diamond’s support for the Scheme of Arrangement, Emeco Holdings Limited entered into an agreement with Black Diamond (the “ Black Diamond Agreement ”) pursuant to which Emeco Holdings Limited will, among other things, cause the appointment to the board of directors of Emeco Holdings Limited of one director nominated by Black Diamond, as further outlined in the Scheme Document.

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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.

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 and, in the case of Black Diamond, the consideration granted pursuant to the Black Diamond Agreement) 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.

A Scheme Meeting was held on March 13, 2017 in order for the Emeco Noteholders to vote on the Scheme of Arrangement. The Scheme Meeting was convened and held in accordance with orders made by the Court in Proceeding NSD 101 of 2017, in which Emeco Holdings Limited sought (among other things) orders under the Commonwealth of Australia Corporations Act 2001 for the convening of a meeting of Emeco Noteholders to consider (and if thought fit, agree) the Scheme of Arrangement. The Scheme of Arrangement was agreed by the requisite majority of the Emeco Noteholders as required under the Commonwealth of Australia Corporations Act 2001 at such Scheme Meeting, and thereafter the Court issued a final order approving the Scheme of Arrangement at the Fairness Hearing. Emeco Holdings Limited caused notice of the Fairness Hearing to be published in accordance with the Commonwealth of Australia Federal Court (Corporations) Rules 2000 and in accordance with orders of the Court in relation to the Scheme of Arrangement, which provided 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 considered, 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, had 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 was approved by the Court at the Fairness Hearing on March 15, 2017. In the course of that Fairness Hearing on March 15, 2017, Emeco Holdings Limited informed the Court that the Issuer is relying on the Section 3(a)(10) exemption based on the Court’s approval of the transaction. The Court considered 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 issued a final order for the approval of the Scheme of Arrangement. See Exhibit T3D for the Findings of the Court.

(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 was 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 was 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.

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All Scheme Creditors (and any other interested parties) were entitled to appear at the Fairness Hearing and dissenting Scheme Creditors had an opportunity to voice their objections. The Fairness Hearing was 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, was provided to relevant Scheme Creditors in such a manner as to ensure that such parties received timely and effective notice. Notice of the Scheme Meeting, and the contents of the Scheme Document and other information provided to Scheme Creditors for the purposes of their participation in the Scheme Meeting, was provided in accordance with the orders of the Court made at the hearing on February 3, 2017.

(viii) There cannot be any improper impediments to the appearance at the hearing by those persons.

There were no impediments to the appearance of any Scheme Creditors (including Scheme Noteholders) at the Fairness Hearing.

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CONTENTS OF APPLICATION FOR QUALIFICATION

This application for qualification comprises –

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, each of the Applicants below, corporations, organized and existing under the laws of the Commonwealth of Australia, Canada, Chile and Delaware in United States of America have duly caused this application to be signed on their behalf by the undersigned, thereunto duly authorized, all in the city of Perth, Australia on the 15th day of March, 2017.

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Emeco (PK) (USOTC:EOHDF)
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