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As filed with the Securities and Exchange Commission on July 3, 2006April 17, 2007

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Stallion Oilfield Services, Inc.

(Exact name of registrant as specified in its charter)

410 Roberts Street

Houston, Texas 77003

(713) 528-5544

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Craig M. Johnson

Chief Executive Officer

410 Roberts Street

Houston, Texas 77003

(713) 528-5544

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated July 3, 2006April 17, 2007

PROSPECTUS

             Shares

Common Stock

This is the initial public offering of Stallion Oilfield Services, Inc. common stock. We are offering              shares of our common stock and the selling stockholders, including members of our senior management, are offering              shares of our common stock in this initial public offering. No public market currently exists for our common stock. We will not receive any of the proceeds from the shares of our common stock sold by the selling stockholders.

We intend to applyhave applied for listing of our common stock on the Nasdaq NationalThe NASDAQ Stock Market LLC under the symbol “SOFS.” We currently estimate that the initial public offering price will be between $             and $             per share.

Investing in our common stock involves risk. See “Risk Factors” beginning on page 11.10.

We have granted the underwriters a 30-day option to purchase up to an aggregate of              additional shares of common stock on the same terms and conditions set forth above if the underwriters sell more than              shares of common stock in this offering.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Lehman Brothers, on behalf of the underwriters, expects to deliver the shares on or about                     , 20062007

                    , 20062007

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TABLE OF CONTENTS

Dealer Prospectus Delivery Obligation

Until                     , 2006,2007, 25 days after the date of this prospectus, all dealers that effect transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus. We and the selling stockholders have not authorized any other person to provide you with information different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We and the selling stockholders are only offering to sell, and only seeking offers to buy, the common stock in jurisdictions where offers and sales are permitted.

The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus includes market share and industry data and forecasts that we obtained from internal company surveys, market research, consultant surveys, publicly available information and industry publications and surveys. We believe the information included in this prospectus from market research, consultant surveys and industry publications and surveys is reliable, but there can be no assurance as to the accuracy and completeness of such information.reliable.

Non-GAAP Financial Measures

The body of accounting principles generally accepted in the United States of America is commonly referred to as “GAAP.” A non-GAAP financial measure is generally defined by the Securities and Exchange Commission, or SEC, as one that purports to measure historical or future financial performance, financial position or cash flow, but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measures. In this prospectus, we disclose EBITDA, a non-GAAP financial measure. EBITDA is calculated as net income before interest expense, taxes, depreciation and amortization. EBITDA is not a substitute for GAAP measures of earnings and cash flow. EBITDA is included in this prospectus because our management considers it an important supplemental measure of our performance and believes that it is frequently used by security analysts, investors and other interested parties in the evaluation of companies in our industry, some of which present EBITDA when reporting their results.

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SUMMARY

This summary highlights selected information in this prospectus, but it does not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire prospectus carefully, including the “Risk Factors” section and our historical financial statements and pro forma financial data, which are included elsewhere in this prospectus.

Unless otherwise indicated or the context otherwise requires, (i) the information contained in this prospectus assumes that the underwriters’ option to purchase additional shares is not exercised, (ii) the information contained in this prospectus relating to us assumes the completion of the Restructuring as described under the caption “The Restructuring” below, and (iii) references in this prospectus to “Stallion,” “we,” “us” and “our” are references to Stallion Oilfield Services, Inc. together with all of its subsidiaries subsequent to the Restructuring and refer to our predecessor entities and their respective subsidiaries prior to the Restructuring.

If you are not familiar with some of the oil and natural gas industry terms used in this prospectus, please read our Glossary of Terms included as Appendix A to this prospectus.

Our Company

We provideare a growth-oriented oilfield service company that provides comprehensive wellsite support services and construction and logistics services to exploration and production companies and drilling contractors that conduct drilling and production activities throughout the United States. Our company slogan,Everything but the Rig^SM, reflects our business strategy of providing a broad and comprehensive range of critical services to support wellsite operations, including onshore and offshore workforce accommodations, surface equipment rental, solids control, site construction, rig relocation and heavy equipment hauling. We seek to differentiate ourselves by offering a broad array of wellsite services with a focus on quality and reliability. Our service offerings are designed to improve living and working conditions at the wellsite, wellsite safety and our customers’ productivity. We currently focus on oil and natural gas regions within North America that we believe have stable oil and gas drilling activity and which provide attractive long-term potential for growth, including South Texas, the Gulf Coast, ArkLaTex, North Texas, the Permian Basin, the Mid-Continent and Rocky Mountain regions. We also supply offshore workforce accommodations and related equipment for use in the Gulf of Mexico and, to a lesser extent, other international offshore regions. We provide services to a diverse group of over 2,000 customers. The Glossary of Terms included as Appendix A to this prospectus contains a description of some of these regions and a map of these regions appears at the end of the appendix.

Our services span the entire life-cycle of the land-based wellsite—wellsite preparation, rig deployment, drilling activities, production activities and decommissioning. We are typically the first service provider on the wellsite, as we assist in the initial preparation of the wellsite and often haul the rig and related heavy equipment onto the site using our fleet of tractors, trailers, trucks and cranes. Throughout the drilling and completion phases of the land-based well, we provide rental equipment and required support services to the wellsite. We also, in some cases, provide continuing support services during the production phase of the well, including construction of production facilities and well connections to existing pipeline infrastructure. We frequently are the last service provider to leave the wellsite as we perform production facility disassembly and site restoration, which are the last phases of the wellsite decommissioning process. In addition, our offshore workforce accommodations business serves our offshore customers during many phases of the offshore drilling and production life-cycle.

Our business is comprised of two segments:

Wellsite Support Services. Through our wellsite support services segment, we offer integral services used by oil and natural gas companies, drilling contractors and other wellsite service providers to support wellsite operations. This segment includes the following primary service lines:

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Construction and Logistics Services. Through our construction and logistics services segment, we offer services that are critical to establish, maintain and decommission the wellsite and position key equipment prior to, during and after drilling operations. This segment includes the following primary service lines:

Wellsite support services and construction and logistics services are critical to establish and operate the wellsite . Theseland-based wellsite; however, these onshore services have historically been provided primarily by small, regional service providers and have not been the focus of larger oilfield service companies. We believe we have a distinct advantage over these smaller competitors due to our scale, access to capital and our ability to provide a single supply source for many of our customers’ needs. In addition, we provide offshore workforce accommodations to exploration and production companies in the Gulf of Mexico and, to a lesser extent, other international offshore regions. These services have been historically provided by relatively few service providers. We believe we differentiate ourselveshave a competitive advantage over our competitors in this market due to our knowledge of the industry, relationships with customers and thus are able to achieve growth by offeringthe quality of our customers high- quality, professional and reliable equipment and services on a large scale.products.

Recent Industry Trends

HigherIn recent years, our industry has experienced higher demand for oil and natural gas and a constrained oil and natural gas supply, have resultedresulting in higher commodity prices and increased drilling activity. The increase inWe believe this trend of increased natural gas prices and drilling activity, are driving several additionalas well as other industry trends that we believereflected below, will benefit us:us and facilitate implementation of our business strategy:

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While we believe that these trends will benefit us, our business may be adversely affected by circumstances that are beyond our control. Any prolonged substantial reduction in oil and natural gas prices would likely affect oil and natural gas drilling and production levels and demand for the services we provide. For more information on this and other risks to our business and our industry, please read “Risk Factors—Risks Related to Our Business and Our Industry.”

Our Business Strategy

We believe we are well positioned to become a leading provider of wellsite support and construction and logistics services. Our business strategy consists of the following core elements:

Broaden the suite of services we provide. We have established strong working relationships with our customers which provide us a stable base of operations. We work closely with our customers to define new service offerings that meet specific customer needs in the onshore markets where we operate and also intend to expand our offshore service offerings. We intend to continue to invest in developing or acquiring new high-quality assets and services which add to the breadth and quality of our service portfolio.

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Establish and maintain a leadership position in our principal operating areas.We intend to continue to build leading market positions in the areas in which we operate by offering a comprehensive and integrated package of services which allows us to provide our customers with wellsite support services required across their drilling locations. We view the incremental steps in achieving this to include:

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Extend our operations into new geographic areas.We believeintend to apply our expertise in wellsite support services and land-based construction and logistics services can be readily applied in markets where we currently do not operate and provideswhich provide an attractive platform for future growth. We intend to continue to improve the ease with which our clients can use our services from one wellsite location to the next. We expect to support our customers’ entry into other active drilling regions by introducing our service offerings in those regions.

Expand our services internationally. Our offshore workforce accommodation business predominantly operates in the Gulf of Mexico. We intend to pursue strategic opportunities to expand our service offerings into other international offshore markets by leveraging our custom product design and existing customer base.

Focus on service quality, business performance and safety. We have established and promote a culture of performance, accountability and safety. Our management team is responsible for assessing our service quality, performance and safety compliance and coordinates with our regionalfield offices to help ensure that our quality and performance metrics and safety standards are met at every level of our organization. In addition to our internal safety policies, we adhere to certain external safety regulations, such as certifying certain of our offshore workforce accommodation units with the U.S. Coast Guard and/or SOLAS prior to deployment. We intend to continue to invest in and promote designs, systems and methodologies which improve the reliability, responsiveness, accountability and safety of our operations.

Continue to pursue strategic expansion opportunities.We believe that the markets in which we operate remain fragmented and that there are numerous consolidation opportunities within these markets. We completed 17 acquisitions in 2005 and 2006 and intend to leverage our proven capabilities of identifying, executing on and integratingcontinue pursuing strategic acquisitions which add to further differentiatethe scope and quality of our service portfolioportfolio. In evaluating such acquisitions we consider a number of factors, including synergies with existing operations, financial performance and grow our business.acquisition costs.

Capitalize on regional experience. One component of our acquisition and growth strategy is to acquire assets located in strategic operating areas that include personnel with strong local leadership and regional experience. We believe that by having the administrative functions previously performed at the regional level centralized in and handled by our corporate office, we have enhanced our controls environment and enabled our local management to focus on our customers, our employees and the effective management and deployment of our assets.

The execution of our business strategy depends on our ability to manage the growth that we have experienced and successfully operate on an integrated basis. The failure to manage growth and successfully operate on an integrated basis could result in diminished financial performance, our inability to report financial results or require a disproportionate amount of management’s attention. For more information on this and other risks to our business and our industry, please read “Risk Factors—Risks Related to Our Business and Our Industry.”

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For further information on our business strategy, please read “Business—Our Business Strategy.”

Our Competitive Strengths

We believe our operations benefit from a number of competitive strengths, including the following:

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Recent Developments

As9.75% Senior Notes. In a private placement on January 19, 2007, Stallion Oilfield Services Ltd. issued $300 million of May 31, 2006, we have completed six acquisitions in 2006 for a total consideration9.75% Senior Notes due February 1, 2015 (the “Senior Notes”). Proceeds from the sale of approximately $90.6 million. Of this amount, approximately $69.1 million wasthe

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Senior Notes were used to establishretire the outstanding balance on Stallion Oilfield Services Ltd.’s $210.0 million Term B Loan and expandto pay down approximately $44.5 million under our constructionrevolving credit facility. For further information on our Senior Notes, please read “Management’s Discussion and logistics services segmentAnalysis of Financial Condition and approximately $21.5 million was used to expand our wellsite services segment. We paid approximately $46.5 million as consideration for our acquisitionResults of Operations—Liquidity and Capital Resources—9.75% Senior Notes.”

Credit Facility. Concurrent with the placement of the membership interestsSenior Notes, we amended our existing senior secured credit facility to increase our revolving credit line from $70 million to $125 million and reduced the applicable interest rate to LIBOR plus 2.00%. Additionally the revolving credit covenant package was adjusted to provide greater operating flexibility. For further information on our credit facility, please read “Management’s Discussion and Analysis of BLR Construction Companies, L.L.C. (“BLR”), which established our constructionFinancial Condition and logistics services segment. BLR is a full-service contractor that focuses on locationResults of Operations—Liquidity and pipeline construction, marine services, production facility construction, crew services, heavy equipment and trucking services, remediation services, wellsite decommissioning and vegetation control. To provide these services, BLR maintains an extensive inventory of bulldozers, mats, tools and other construction-related equipment. BLR also provides inland marine site construction services through a fleet of approximately seven crew boats, three tugboats and four barges as of June 30, 2006.

On June 30, Capital Resources—2006 we executed a definitive agreement to purchase all of the outstanding capital stock of Abbeville Offshore Quarters, Inc., a Louisiana corporation (“Abbeville”). Abbeville provides workforce accommodations, sewage treatment units, water tanks, generators and other rental support equipment for use in the offshore Gulf Coast oil and natural gas industry. The closing of this acquisition is subject to satisfactory completion of our due diligence and closing conditions. The purchase price consists of $38.0 million in cash ($1.5 million of which is held in escrow) and 6,943,000 Class C Units representing limited partnership interests of Stallion Oilfield Holdings, Ltd. The acquisition of Abbeville would augment our workforce accommodations and surface equipment rental service lines.Credit Facility.”

Risk Factors

You should carefully consider the matters described under “Risk Factors.” These risks could materially and adversely impact our business, financial condition, operating results and cash flow,flows, which could cause the trading price of our common stock to decline and could result in a partial or total loss of your investment.

The Restructuring

We were formed as a Delaware corporation in June 2006. In connection with this offering, we will succeed to the business and operations of Stallion Oilfield Holdings, Ltd., a Texas limited partnership (“Stallion Ltd”Ltd.”), which are described in this prospectus. Prior to the completion of this offering, Stallion LtdLtd. will merge with and into Stallion Oilfield Services, Inc., with Stallion Oilfield Services, Inc. being the surviving corporate parent and

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owning all of the operating subsidiaries of Stallion LtdLtd. (the “Restructuring”). The majority owners of Stallion LtdLtd. are C/R Stallion Investment Partnership, L.P. and C/R Energy Coinvestment II, L.P. (together, “Carlyle/Riverstone”) and an affiliate of Craig Johnson, our President, Chief Executive Officer and Chairman of the Board. Since the entities are under common ownership and control, the Restructuring will be accounted for at historical cost. In the Restructuring, assuming an initial public offering price of $            , which is the midpoint of the public offering price range set forth on the cover of this prospectus, the partners of Stallion LtdLtd. will receive an aggregate of              shares of our common stock in exchange for all of the Stallion LtdLtd. partnership interests held by them. Immediately following completion of the Restructuring and prior to this offering, we will have              shares of common stock outstanding,         % of which will be owned by Carlyle/Riverstone and         % of which will be owned by an affiliate of Craig Johnson.

For additional information about the Restructuring, please read “Certain Relationships and Related Party Transactions—The Restructuring.” Please see “Business—Corporate Structure” for a chart depicting our corporate structure following the Restructuring.

Our Executive Offices

Our principal executive offices are located at 410 Roberts Street, Houston, Texas 77003, and our telephone number is (713) 528-5544. Information contained on or accessible from our website,www.stallionoilfield.com, is not part of this prospectus.

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The Offering

We intend to use the net proceeds we receive from this offering:

Some of the underwriters are lenders under our credit facility and will receive proceeds of the offering in connection with the repayment.

We will not receiveuse any of thenet proceeds from the saleexercise of the underwriters’ option to purchase additional shares of our common stock by the selling stockholders. The selling stockholders include members of our senior management.for general corporate purposes.

Unless we specifically state otherwise, all information in this prospectus assumes no exercise of the underwriters’ option to purchase additional shares.

The number of shares of common stock that will be outstanding after the offering includes as of , 2006,March 31, 2007, an aggregate of              shares of restricted common stock issued to officers and key employees under our 20062007 Stock Incentive Plan that are subject to vesting and excludes, as of , 2006,March 31, 2007, an aggregate of              shares of common stock reserved and available for future issuance under our 20062007 Stock Incentive Plan.

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Summary Historical Financial Information

The following table sets forth our summary historical consolidated financial and operating data as of the dates and for the periods shown. Our operations are currently conducted by Stallion Oilfield Holdings, Ltd., a limited partnership, and its operating subsidiaries. Immediately prior to the closing of this offering, this limited partnership will merge with and into Stallion Oilfield Services, Inc., and we will operate under a corporate parent structure. Stallion Oilfield Services, Inc., the surviving entity of the Restructuring, will serve as the parent holding company under this new structure. The amounts for each historical annual period presented below were derived from our audited consolidated financial statements. The following information should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and related notes and the unaudited pro forma consolidated financial data included elsewhere in this prospectus. Stallion Oilfield Holdings, Ltd. was formed in 2002 and commenced operations in 2003. As a result, financial results for 2002 are not presented.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this prospectus, before deciding to invest in our common stock. Some of the following risks relate principally to the industry in which we operate and to our business. Other risks relate principally to the securities markets and ownership of our common shares. If any of the following risks develop into actual events, our business, financial condition or results of operations could be materially adversely affected, the trading price of your shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Our Industry

Our business depends on domestic drilling activity and spending by the oil and natural gas industry in the United States. Our business may be adversely affected by industry conditions that are beyond our control.

We depend on our customers’ willingness to make expenditures to explore for and to develop and produce oil and natural gas in the United States. Our customers’ willingness to undertake these activities depends largely upon prevailing industry conditions that are influenced by numerous factors over which management has no control, such as:

The level of oil and natural gas exploration and production activity in the United States is volatile. Expected trends in oil and natural gas production activities may not continue and demand for our services may not reflect the level of activity then existing in the industry. Any prolonged substantial reduction in oil and natural gas prices would likely affect oil and natural gas production levels and, therefore, affect demand for the services we provide. A material decline in oil and natural gas prices or drilling activity levels could have a material adverse effect on our business, financial condition, results of operations and cash flow. In addition, a decrease in the development rate of oil and natural gas reserves in our market areas may also have an adverse impact on our business, even in an environment of stronger oil and natural gas prices.

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A decline in or substantial volatility of oil and natural gas prices could adversely affect the demand for our services.

The demand for our services is primarily influenced by current and anticipated oil and natural gas prices and the related level of drilling activity and general production spending in the areas in which we have operations. Volatility or weakness in oil and natural gas prices (or the perception that oil and natural gas prices will decrease) affects the spending patterns of our customers and may result in the drilling of fewer new wells. This, in turn, could result in lower demand for our services. As a result, we may experience lower utilization of, and may be forced to lower our rates for, our services and equipment. A decline in oil and natural gas prices or a reduction in drilling and production activities could have a material adverse affect on the demand for our services and our results of operations.

Prices for oil and natural gas historically have been extremely volatile and are expected to continue to be volatile. For example, over the last three years, the WTI Cushing crude oil spot price has ranged from a low of $25.24 per bbl on April 29, 2003 to a high of $74.61$77.03 per bbl on May 2,July 14, 2006. As of June 27, 2006,March 31, 2007, the WTI Cushing crude oil spot price was $71.92$65.88 per bbl. The Henry Hub natural gas spot price has ranged from $3.99 per mcf on October 31, 2003 to $19.38$15.39 per mcf on February 25, 2003.December 13, 2005. As of June 27, 2006,March 31, 2007, the Henry Hub natural gas spot price was $5.97$7.50 per mcf. Producers generally react to declining oil and natural gas prices by reducing expenditures. This has in the past had, and may in the future have, an adverse effect on our business. Mild weather in January 2007 caused some declines in the price of oil and natural gas and we experienced some signs of softer demand for our services early in the first quarter of 2007, which appeared to stabilize in the latter part of the quarter. We are unable to predict future oil and natural gas prices or the level of oil and natural gas industry activity. A prolonged low level of activity in the oil and natural gas industry will adversely affect both the demand for our products and services and our financial condition and results of operations.

When land-based rig counts are low, our rig relocation customers may not have a need for our services.

Many of the major United States drilling services contractors have significant capabilities to move their own land-based drilling rigs and related oilfield equipment and to mobilize rigs. When regional rig counts are high, drilling contractors often exceed their own capabilities and contract for additional oilfield equipment hauling and onshore rig mobilization capacity. Our rig relocation business activity is correlated to the onshore rig count; however, the correlation varies over the rig count range. The Baker Hughes onshore rotary rig rate for the weeks ended December 29, 2006 and March 30, 2007 were 1,626 and 1,676, respectively. As rig count declines, some drilling contractors reach a point where all of their oilfield equipment hauling and rig mobilization needs can be met by their own fleets. If one or more of our rig relocation customers decide not to outsource their rig and equipment hauling needs, our revenue attributable to rig relocation may decline much faster than the corresponding rig count. This non-linear relationship between our rig relocation business activity and the rig count in the areas where we have rig relocation operations can significantly increase the volatility of our earnings with respect to rig relocation.

We may not be able to successfully manage future growth successfully, to grow successfully through future acquisitions, or to effectively integrate the businesses we do acquire.acquire effectively.

Our business strategy has included, and will continue to include, growth through the acquisition of other businesses. In 2006, we acquired 11 businesses for a total purchase consideration of approximately $207 million. We may not be able to continue to identify attractive acquisition opportunities or successfully acquire identified targets on terms favorable to us. Competition for acquisition opportunities is substantial and may escalate, increasing our cost of making future acquisitions or causing us to refrain from making acquisitions. We may be required to incur substantial indebtedness to finance future acquisitions and also may issue equity securities in connection with such acquisitions. Such additional debt service requirements may impose a significant burden on our results of operations and financial condition. Our existing credit agreement requiresand indenture require that we meet certain financial covenants in order to borrow money to fund future acquisitions. The issuance of additional equity securities could result in significant dilution to our stockholders. In addition, we may not be successful in integrating our current or future acquisitions into our existing operations, which may result in unforeseen operational difficulties, diminished financial performance or

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our inability to report financial results orand may require a disproportionate amount of our management’s attention.

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Some of the financial statements included in this prospectus were audited by an accounting firm that does not regularly participate in the public securities offering process or prepare financial statements of the type that would be included in a public offering prospectus.

Wright, Moore, DeHart, Dupuis & Hutchinson, L.L.C., the audit firm for the financial statements of BLR Construction Companies, L.L.C. and affiliate and of BLR Construction Co., Inc. and affiliates included in this prospectus, is not registered with PCAOB and does not generally participate in public offerings or prepare financial statements of the type that would be included in a public offering prospectus. There can be no assurances that these financial statements would not be subject to Financial Statements

We are vulnerable to the potential difficulties associated with rapid growth and expansion.

We have grown rapidly over the last several years through organic growth and acquisitions of other companies. Since our inception through March 31, 2007, we have acquired 24 businesses. We believe that our future success depends on our ability to manage the rapid growth that we have experienced and the demands from increased responsibility on our management personnel. The following factors could present difficulties to us:

Our operating results could be adversely affected if we do not successfully manage these potential difficulties.

Our operating history may not be sufficient for investors to evaluate our business and prospects.

The historical financial information incorporated herein is not necessarily indicative of the results that would have been achieved had we operated on a fully integrated basis or the results of that may be realized in the future. We have a short operating history. In addition, we have grown significantly over the last few years through acquisitions. This may make it more difficult for investors to evaluate our business and prospects and to forecast our future operating results. Our future results will depend on our ability to efficiently manage our integrated operations and execute our business strategy.

We may require additional capital in the future, which may not be available to us.

Our acquisition strategy requires significant capital. In addition, our business is capital intensive, requiring specialized equipment and trained personnel to provide our services. We may need to raise additional funds through public or private debt or equity financings. Adequate funds may not be available when needed or may not be available on favorable terms. If we raise additional funds by issuing equity securities, dilution to existing stockholders may result. If funding is insufficient at any time in the future, we may be unable to service our equipment, fund acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business. Our future capital requirements primarily depend on the frequency, timing, size and success of an acquisition.our acquisitions.

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We depend on significant customers.

We derive a significant amount of our revenue from exploration and production companies and drilling contractors who are active in our markets. For the year ended December 31, 2005, our top ten customers accounted for approximately 38% of our revenue. During the three months ended March 31, 2006, our top ten customers accounted for approximately 32%35.2% of our revenue. Our inability to continue to perform services for a number of our large existing customers could have a material adverse effect on our business and operations.

Our success depends on key members of our management, the loss of any of whom could disrupt our business operations.

We depend to a large extent on the services of some of our executive officers and directors. The loss of the services of our executive officers, directors, or other key personnel could disrupt and adversely affect our operations. We may not be able to retain our executive officers and may not be able to enforce the non-compete provisions in their employment agreements. The loss of the services of our executive officers, directors, or other key personnel could disrupt and adversely affect our operations. Please see “Management—Employment Agreements.”

Certain of our executive officers are subject to non-competition agreements, which may restrict them and, consequently, us from providing certain oilfield services, entering into new markets or engaging in other similar businesses for a period of time.

Our Chief Executive Officer and Chief Financial Officer were principal officers of and owned equity interests in a private oilfield service company prior to its sale in 2002 to a large publicly traded oilfield service company. In connection with this sale, each of our Chief Executive Officer and Chief Financial Officer entered into a non-competition agreement with the purchaser. These agreements prevent them until July 19, 2007 from

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providing certain oilfield services including fishing tool rental services, oilfield fluid transportation and logistics, completion and production services and other similar services in Texas, New Mexico, Oklahoma, Arkansas, certain parishes in Louisiana and the offshore and inland waters of the Gulf Coast. As such, we are prohibited from providing these services in these regions for as long as these executive officers are employed by us during the remaining term of their respective non-competition agreements.

Competition within the oilfield service industry may adversely affect our ability to market our services.

The oilfield service industry is competitive and fragmented and includes numerous small companies capable of competing in our markets on a local basis as well as several large companies that possess substantially greater financial and other resources than us. Our larger competitors’ greater resources could allow them to compete more effectively than us. We believe that the principal competitive factors in the market areas that we serve are quality of product and service, price, availability and technical proficiency. Our operations may be adversely affected if our current competitors or new market entrants introduce new products or services with better features, performance, prices or other characteristics than our products and services. Competitive pressures, excess capacity in our industry or other factors also may result in significant price competition that could have a material adverse effect on our results of operations and financial condition. Finally, competition among oilfield service and equipment providers is also affected by each provider’s reputation for safety and quality. AlthoughIf our safety record or the quality of our service declines, we believe that our reputation for safety and quality service is excellent, we cannot guarantee that we willmay not be able to maintain our competitive position.

Our industry has experienced a high rate of employee turnover. Any difficulty we experience replacing or adding personnel could adversely affect our business.

We may not be able to find enough skilled labor to meet our needs, which could limit our growth. The oilfield service business has been cyclical in the past and is heavily influenced by oil and natural gas prices. Our services require skilled workers who can perform physically demanding work. As a result of our industry volatility and the demanding nature of the work, workers may choose to pursue employment in fields that offer a more desirable work environment at wage rates that are competitive with ours. We believe that our success is dependent upon our ability to continue to employ, train and retain skilled personnel. Although we have been able to hireThe demand for skilled workers to meet our current workforce needs, we may have problems finding enough skilledis high, and unskilled laborersthe supply is limited, particularly in the future if the demand increases forRocky Mountain region, which is one of our services. In that event, itkey regions. It is possible that we will have to raise wage rates to attract workers from other fields and to retain or expand our current work force. If we are not able to increase our service rates sufficiently to compensate for wage rate increases, our operating results may be adversely affected. Our inability to employ, train or retain skilled personnel generally could have a material adverse effect on our results of operations.

Our operations are subject to hazards inherent in the oil and natural gas industry.

Through our wellsite construction services, we operate cranes, forklifts, bulldozers and other heavy equipment. In addition, in connection with providing rig logistics services, we transport land-based drilling rigs and related equipment through the use of our heavy hauler trucks and trailers, cranes and other trucking and relocation assets. The operation of heavy equipment at the wellsite and the transportation of rigs and related assets may result in accidents, which can cause personal injury, loss of life, suspension of operations, damage to facilities and damage to or destruction of property. These and other operational risks inherent in our industry could expose us to substantial liability for personal injury, wrongful death, property damage, loss of oil and

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natural gas production, pollution and other environmental damages. The frequency and severity of such incidents will affect our operating costs, insurability and relationships with customers, employees and regulators. In particular, our customers may elect not to purchase our services if they view our safety record as unacceptable, which could cause us to lose customers and substantial revenue.

We do not have insurance against all foreseeable risks, either because insurance is not available or because of the high premium costs. The occurrence of an event not fully insured against, or the failure of an insurer to meet its

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insurance obligations, could result in substantial losses. In addition, we may not be able to maintain adequate insurance in the future at rates we consider reasonable, and there can be no assurance that insurance will be available to cover any or all of these risks, or, even if available, that it will be adequate or that insurance premiums or other costs will not rise significantly in the future, so as to make such insurance costs prohibitive. In addition, our insurance is subject to coverage limits and some policies exclude coverage for damages resulting from environmental contamination. See “Business—Operating Risks and Insurance.”

We are subject to federal, state and local regulation regarding issues of health, safety and protection of the environment. Under these regulations, we may become liable for penalties, damages or costs of remediation. Any changes in laws and government regulations could increase our costs of doing business.

Our operations are subject to federal, state and local laws and regulations relating to protection of natural resources and the environment, health and safety, waste management, and transportation of waste and other materials. Liability under these laws and regulations could result in cancellation of landbased wellsite or offshore operations, fines and penalties, expenditures for remediation and liability for property damages and personal injuries. Sanctions for noncompliance with applicable environmental laws and regulations also may include assessment of administrative, civil and criminal penalties, revocation of permits and issuance of corrective action orders. We maintain three tug boats and three barges that are required to be certified by the U.S. Coast Guard before the vessels may be deployed for use. In addition, some of our offshore workforce accommodation units must be certified by the U.S. Coast Guard before we can supply the units to our customers for use offshore. If we are unsuccessful or are delayed in certifying our vessels or certain of our accommodation units with the U.S. Coast Guard, our business, operating results and financial condition could be harmed.

Laws protecting the environment generally have become more stringent over time and are expected to continue to do so, which could lead to material increases in costs for future environmental compliance and remediation. The modification or interpretation of existing laws or regulations, or the adoption of new laws or regulations, could curtail exploratory or developmental drilling for oil and natural gas and could limit wellsite services opportunities. Some environmental laws and regulations may impose strict liability, which means that in some situations we could be exposed to liability as a result of our conduct that was lawful at the time it occurred oras a result of conduct of, or conditions caused by, prior operators or other third parties. Clean-up costs and other damages arising as a result of environmental laws, and costs associated with changes in environmental laws and regulations could be substantial and could have a material adverse effect on our financial condition. We maintain insurance against some risks associated with underground contamination that may occur as a result of wellsite service activities. However, this insurance is limited to activities at the wellsite, and this insurance may not continue to be available or may not be available at premium levels that justify its purchase. The occurrence of a significant event not fully insured or indemnified against could have a materially adverse effect on our financial condition and operations. Please read “Business—Environmental Matters” for more information on the environmental laws and government regulations that are applicable to us.

We have operations located on lands that are regulated by the Bureau of Land Management of the United States Department of Interior and these operations may be subject to long periods of interruption or suspension.

The Bureau of Land Management (the “BLM”) enforces regulations that protect certain animals, such as deer, sage chickensgrouse and raptors that inhabit lands in the northern United States, where we have operations. We

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provide services in these locations and our revenue attributable to these services accounted for 22.3% of our total revenue for the year ended December 31, 2006. We are affected by this enforcement through the following ways. The BLM may deny or delay the granting of permits to us or our customers necessary to conduct operations in these lands. In addition, the BLM may restrict access to or seek our relocation from these lands for a period of time. As a result of this enforcement, our operations on these lands have been and may be interrupted or suspended for long periods of time. For example, from mid-November until mid-May, the period during which mule deer roam these lands, certain of our operations cease and go on stand-by. In addition, during April and May of each year, sage chickengrouse nesting occurs and as a result, we are required to relocate our operations for a period of time. If these regulations become more stringent and, as a result, our operations are interrupted or suspended for longer periods of time, we could lose revenue. The loss of revenue that could occur could have a material impact on our financial condition and results of our operation.

Delays in obtaining permits by our customers for their operations could impair our business.

Our customers’ business operations require permits from various governmental agencies, including the BLM. The ease of obtaining the necessary permits depends on the type of operation and the state in which the operation will take place. As with all governmental permit processes, permits may not be issued in a timely fashion, or at all, or in a form consistent with our plan of operations. As a result, our operations may be interrupted or suspended for long periods of time, which could cause us to lose revenue and have a material adverse effect on our results of operation.

Our holding company structure makes us dependent on our subsidiaries to meet our financial obligations.

As a holding company, we have no significant assets other than the equity of our subsidiaries. In order to meet financial obligations, we rely exclusively on the cash flow from our subsidiaries. There can be no assurance that ourOur operating subsidiaries willmay be unable to generate sufficient cash flow for us to meet our financial obligations.

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If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, our business and the trading price of our common stock could be affected as potential shareholders lose confidence in our financial reporting.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud and to operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results wouldcould be harmed. We cannot be certain that our efforts to develop and maintain our internal controls will be successful or that we will be able to maintain adequate controls over our financial processes and reporting in the future, including compliance with the obligations under Section 404 of the Sarbanes-Oxley Act of 2002. Any failure to develop or maintain effective controls, or difficulties encountered in their implementation or other effective improvement of our internal controls could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our common stock.

Our indebtedness could restrict our operations and make us more vulnerable to adverse economic conditions.

We now have, and after this offering will continue to have, a significant amount of indebtedness. As of MarchDecember 31, 2006, our total debt was $171.2$257.5 million, including $165.0$253.0 million in aggregate principal amount due under theour term loan portion of our termand credit facility.facilities. Following this offering and giving effect to the use of proceeds therefrom and to our January 19, 2007 issuance of $300 million of 9.75% Senior Notes, on an as adjusted basis our total debt would have been $             million. Holding all other variables constant, if interest rates on our floating rate debt increased or decreased by 1%, interest expense for the year ended December 31, 20052006 would have increased or decreased by approximately $0.7$0.3 million. We will also have the ability to incur substantially

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more debt. We have a total borrowing capacity of $50$125.0 million under our credit facility all of which $124.1 million was available as of March 31, 2006.2007.

Our current and future indebtedness could have important consequences to you. For example, it could:

In addition, ourOur existing term credit facility requires us to maintain certain financial ratios and to satisfy certain financial conditions, several of which become more restrictive over timeconditions. In addition, our credit facility and may require usindenture contain numerous covenants that limit our discretion with respect to reducebusiness matters, including mergers or acquisitions, paying dividends, repurchasing our common stock, incurring additional debt or disposing of assets. A breach of any of these covenants could result in a default under the agreement. If an event of default were to occur, we and our subsidiary guarantors may not be able to pay our debts or borrow sufficient funds to refinance them. Even if new financing were available, it may not be on terms acceptable to us. As a result of this risk, we could be forced to take some other actionactions that we otherwise would not take, or not take actions that that we otherwise might take, in order to comply with such covenants.

Thesethe covenants in the credit agreement or the indenture. For example, these restrictions could also limit our ability to obtain future financings, make needed capital expenditures, withstand a downturn in our business or the economy in general, or otherwise conduct necessary corporate activities. We also may be prevented from taking advantage of business opportunities that arise because of the limitations imposed on us by the restrictive covenants under our credit facility.

Please read “Management’s

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Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—2006 Credit Facility” for a discussion of our credit facility.

A terrorist attack or armed conflict could harm our business.

Terrorist activities, anti-terrorist efforts and other armed conflicts involving the United States or other countries may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations. If any of these events occur, the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for our services and causing a reduction in our revenue. Oil and natural gas related facilities could be direct targets of terrorist attacks, and our operations could be adversely impacted if infrastructure integral to our customers’ operations is destroyed or damaged. Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all.

Our operations in the Gulf of Mexico and coastal regions of Louisiana and Texas are adversely impacted by the hurricane season, which generally occurs in the second and third calendar quarters of the year.

Hurricanes and the threat of hurricanes during this period will often result in the shut-down of oil and natural gas operations in the Gulf of Mexico, coastal regions as well asand land operations within the hurricane path. Our

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operations are negatively affected by hurricanes in three ways. First, we may incur significant expenses when we transport our accommodation units and surface and other equipment away from and back to the affected wellsite. Second, during a shut-down period, we are unable to access wellsites and our services are suspended resulting in loss of revenue for this period of time. Third, if we are unsuccessful in transporting our accommodation units and surface equipment away from the storm threatened area, the units and equipment may suffer significant damage resulting in additional expenses incurred to repair or replace the damaged units or equipment. For example, a number of our accommodation units and mats were damaged, displaced or lost during Hurricane Katrina. A period of approximately 60 days passed before we were able to purchase and deploy new accommodation units and mats in this area, resulting in lost revenue during such time. In addition, a significant amount of our offshore workforce accommodation business is conducted in areas susceptible to hurricanes. The occurrence of a hurricane can therefore create unpredictability in activity and utilization rates and lead to the destruction of our property, which can have a material adverse impact on our business, financial condition, results of operations and cash flow.

We have operations in the Gulf of Mexico where we do not maintain business interruption insurance.

Our offshore workforce accommodation business operates in the Gulf of Mexico and, to a lesser extent, other international offshore regions. We are not insured against interruptions of our offshore operations or business activities. If our operations in these areas are disrupted by severe weather conditions such as hurricanes, or otherwise, we will be unable to recoup the lost revenue resulting from these disruptions. If these operations are disrupted frequently and/or for a significant period of time, we could lose substantial revenue.

Our customers may not maintain insurance against damage to or the loss of the offshore products that they lease from us.

In our offshore workforce accommodation business, our customers are contractually obligated to maintain insurance against property damage to or loss of our workforce accommodation units. However, if our customers do not comply with their insurance obligations and our products sustain damage or are lost, then we may be unable to recover the value of the damaged or lost products. For example, certain of our offshore workforce accommodation units were damaged in the hurricanes that occurred in 2004. Some of our customers failed to maintain insurance against the damage to these units. These damaged products were lost or unusable for a substantial period of time. As a result, we incurred additional costs to repair or replace these units and were not able to earn revenue from these units during this time.

Increasing trucking regulations may increase our costs and negatively impact our results of operations.

WeThrough our rig relocation and heavy equipment hauling business, we operate trucks and loaders. As such, we operate as a motor carrier in providing certain of our services and therefore are subject to regulation by the United States Department of Transportation and by various state agencies. These regulatory authorities exercise broad powers governing activities such as the authorization to engage in motor carrier operations and regulatory safety. There are additional regulations specifically relating to the trucking industry, including testing and specifications of equipment and product handling requirements. The trucking industry is subject to possible regulatory and legislative changes that may affect the economics of the industry by requiring changes in operating practices or by changing the demand for common or contract carrier services or the cost of providing truckload services. Some of these possible changes include increasingly stringent environmental regulations, changes in the hours of service regulations which govern the amount of time a driver may drive and/or work in any specific period, onboard black box recorder device requirements or limits on vehicle weight and size.

Interstate motor carrier operations are subject to safety requirements prescribed by the United States Department of Transportation. To a large degree, intrastate motor carrier operations are subject to state safety regulations that mirror federal regulations. Such matters as the weight and dimensions of equipment are also subject to federal and state regulations.

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From time to time, various legislative proposals are introduced, including proposals to increase federal, state, or local taxes, including taxes on motor fuels, which may increase our costs or adversely impact the

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recruitment of drivers. We cannot predict whether, or in what form, any increase in such taxes applicable to us will be enacted.

The contract period during which we provide services to our customers is relatively short, which exposes us to volatility in prices and equipment utilization levels. This volatility may have a material adverse effect on our business.

A significant portion of our revenue is derived by charging our customers for the actual period of time during which we provide services to them. The period of time for which our customers contract with us is usually relatively short, ranging from a few days to a fewseveral months. The short term of these arrangements exposes us to the risks of a rapid reduction in market prices and equipment utilization and volatility in our revenue. These reductions and volatility may have a material adverse effect on our business. We do not maintain significant backlog and are generally dependent on replacement contracts to sustain and build revenue as jobs are completed.

An increase in the importation of liquefied natural gas, or LNG, as a substitute for oil and natural gas drilling activities may reduce the level of these drilling activities in North America, which may have a material adverse effect on our business.

The importation of LNG is becoming increasingly important as a supply source in order to meet domestic natural gas demand. If the importation of LNG continues to increase and replaces oil and natural gas production as a source for natural gas, then the level of North American drilling activity related to oil and natural gas may decrease. Our services support drilling for oil and natural gas. Consequently, a substantial reduction in oil or natural gas production levels could have a material adverse effect on our business, even in an environment of stronger oil and natural gas prices.

Risks Related to this Offering

Certain stockholders’ shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly.

After this offering, we will have outstanding              shares of common stock. Of these shares, the              shares we and the selling stockholders are selling in this offering, or             shares if the underwriters exercise in full their option to purchase additional shares, will be freely tradable without restriction under the Securities Act except for any shares purchased by any of our “affiliates” as defined in Rule 144 under the Securities Act. A total of              shares, or              shares if the underwriters exercise in full their option to purchase additional shares, will be “restricted securities” (within the meaning of Rule 144 under the Securities Act) or subject to lock-up arrangements. In connection with this offering, we, our officers and directors and substantially all of our existing stockholders (including the selling stockholders) have entered into lock-up agreements under which we and they have agreed not to offer or sell any shares of common stock or securities convertible into or exchangeable or exercisable for shares of common stock for an initial period of 180 days from the date of this prospectus without the prior written consent of Lehman Brothers Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC. Lehman Brothers Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC may, at any time and without notice, waive any of the terms of these lock-up agreements. See “Underwriting” for a description of these lock-up agreements.

Following the lock-up period, the holders of              shares of our common stock will have rights, subject to some limited conditions, to demand that we include their shares in registration statements that we file on their behalf, on our behalf or on behalf of other stockholders. The filing of a registration statement in respect of these shares, the exercise of these holders’ registration rights and the sale by these holders of a large number of shares could cause the price of our common stock to decline. Furthermore, if we file a registration statement to offer additional shares of our common stock and have to include shares held by those holders, it could impair our ability to raise needed capital by depressing the price at which we could sell our common stock.

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As soon as practicable after this offering, we intend to file one or more registration statements with the SEC on Form S-8 providing for the registration of              shares of our common stock issued or reserved for issuance

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under our stock plans. Subject to the exercise of unexercised options or the expiration or waiver of vesting conditions for restricted stock and the expiration of lock-ups we and certain of our stockholders have entered into, shares registered under these registration statements on Form S-8 will be available for resale immediately in the public market without restriction.

Purchasers of common stock will experience immediate and substantial dilution.

Based on an assumed initial public offering price of $             per share, purchasers of our common stock in this offering will experience an immediate and substantial dilution of $             per share in the net tangible book value per share of common stock from the initial public offering price, and our pro forma net tangible book value as of MarchDecember 31, 2006 after giving effect to this offering would be $             per share. You will incur further dilution if outstanding options to purchase common stock are exercised. In addition, our certificate of incorporation allows us to issue significant numbers of additional shares. Please read “Dilution” for a complete description of the calculation of net tangible book value.

Our certificate of incorporation, bylaws and Delaware law contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock.

Our certificate of incorporation authorizes our board of directors to issue preferred stock without stockholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, some provisions of our certificate of incorporation, bylaws and Delaware law could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including:

Delaware law prohibits us from engaging in any business combination with any “interested stockholder,” meaning generally that a stockholder who beneficially owns more than 15% of our common stock cannot acquire us for a period of three years from the date this person became an interested stockholder, unless various conditions are met, such as approval of the transaction by our board of directors. These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock.

Because we have no plans to pay dividends on our common stock, investors must look solely to stock appreciation for a return on their investment in us.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings to fund the development and growth of our business. Any payment of future dividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the board of directors deems relevant. The terms of our existing credit facility restrict the payment of dividends without the prior written consent of the lenders. Investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.

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There has been no active trading market for our common stock, and an active trading market may not develop.

Prior to this offering, there has been no public market for our common stock. We intend to apply for listing of our common stock on the Nasdaq National Market.The NASDAQ Stock Market LLC. We do not know if an active trading market will develop for our common stock or how the common stock will trade in the future, which may make it more difficult for you to sell your shares. Negotiations between the underwriters, the selling stockholders and us will determine the initial public offering price. You may not be able to resell your shares at or above the initial public offering price.

If our stock price declines after the initial offering, you could lose a significant part of your investment.

In recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to the operating performance of these companies. The market price of our common stock could similarly be subject to wide fluctuations in response to a number of factors, most of which we cannot control, including:

The realization of any of these risks and other factors beyond our control could cause the market price of our common stock to decline significantly.

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Risk Factors Relating to Our Relationship with Carlyle/Riverstone

Carlyle/Riverstone controls the outcome of stockholder voting and may exercise this voting power in a manner adverse to our other stockholders. Carlyle/Riverstone may control the Board of Directors.

Prior to this offering, Carlyle/Riverstone holds approximately         % of our outstanding common stock. Following this offering, Carlyle/Riverstone will hold approximately         % of our outstanding common stock (or

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        % if the underwriters exercise in full their option to purchase additional shares). Accordingly, Carlyle/ Riverstone is in a position to effectively control the outcome of matters requiring a stockholder vote, including the election of directors, adoption of amendments to our certificate of incorporation or bylaws or approval of transactions involving a change of control. The interests of Carlyle/Riverstone may differ from yours, and Carlyle/Riverstone may vote its common stock in a manner that may adversely affect you.

In addition, we are party to a nominating agreement with Carlyle/Riverstone. Pursuant to this agreement, so long as Carlyle/Riverstone beneficially owns at least 30%, 20% or 10% of our issued and outstanding shares of our common stock, we have agreed to take all corporate action within our power to cause the board of directors at all times to include at least three, two or one member(s), respectively, designated by Carlyle/Riverstone. As discussed below, Carlyle/Riverstone may have interests that differ from your interests. With two or three directors, Carlyle/Riverstone may be able to effect corporate policy that may not be in your best interests.

Two of our directors may have conflicts of interest because they are affiliated with Carlyle/Riverstone.

Two of our directors, John Lancaster and Pierre Lapeyre, are also current directors or officers of Carlyle/Riverstone and its owners. Carlyle/Riverstone also has the right to nominate a third representative to our board of directors. This may create conflicts of interest because these directors have responsibilities to Carlyle/Riverstone and its owners. Their duties as directors or officers of Carlyle/Riverstone and its owners may conflict with their duties as directors of our company. These conflicts may result in these directors not participating in certain decisions regarding business dealings between Carlyle/Riverstone and us and other matters.

Carlyle/Riverstone and its director nominees on our board of directors generally have no obligation to offer us business opportunities.

Affiliates of Carlyle/Riverstone have investments in other oilfield service and energy companies that may compete with us, and Carlyle/Riverstone and its affiliates, other than our company, may invest in other such companies in the future. If an opportunity in the oilfield service industry is presented to a person who is a member of Carlyle/Riverstone or its affiliates, including any of those individuals who also serve as a Carlyle/Riverstone director nominee on our board of directors, no member of Carlyle/Riverstone or any of those individuals has any obligation to communicate or offer the opportunity to us.

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The availability of shares of our common stock for future sale could depress our stock price.

Carlyle/Riverstone’s exercise of certain registration rights relating to shares of our common stock and sales of a substantial number of shares of our common stock in the public markets following this offering, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock or could impair our ability to obtain capital through an offering of equity securities.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things, the risk factors discussed in this prospectus and other factors, most of which are beyond our control.

The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect” and similar expressions are intended to identify forward-looking statements. All statements other than statements of current or historical fact contained in this prospectus are forward-looking statements.

Although we believe that the forward-looking statements contained in this prospectus are based upon reasonable assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Important factors that may affect our expectations, estimates or projections include:

Our forward-looking statements speak only as of the date of this prospectus. Unless otherwise required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Please see “Risk Factors.”

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USE OF PROCEEDS

We expect to receive net proceeds from this offering of approximately $             million, assuming an initial public offering price of $             per share and after deducting underwriting discounts and commissions and estimated offering expenses. We will not receive any of the net proceeds from any sale of shares of common stock by any selling stockholders. The selling stockholders include members of our senior management. See “Principal and Selling Stockholders.”

We plan to use our net proceeds from this offering as follows:

We will use any net proceeds from the exercise of the underwriters’ option to purchase additional shares of common stock for general corporate purposes.

Our credit facility consists of a $165 million term loan facility and a $50$125 million revolver. As of MayMarch 31, 2006,2007, we had $165 millionnothing outstanding under our term loan and revolving credit facility and no$0.9 million outstanding letters of credit, leaving approximately $50$124.1 million available for additional borrowing under our credit facility. Interest under our credit facility may be determined by reference to (1)as of March 31, 2007 is the London Interbank Offered Rate (“LIBOR”) plus an applicable margin between 2.75% and 3.25% depending on the credit rating of commitments under our credit facility, or (2) the greater of (a) the base rate charged by the administrative agent and (b) the Federal Funds Rate, plus 0.5%, plus an applicable margin between 1.75% and 2.25% depending on the credit rating of commitments under our credit facility.2.00%. We used the borrowings under the term loans of our credit facility primarily to fund our acquisitions and pay down previously existing debt during the last year. An affiliate of UBS Securities LLC serves as administrative and collateral agent and affiliates of some of our underwriters are lenders under our credit facility. Accordingly, they will receive some of the proceeds of the offering. See “Underwriting.”

Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—2006 Credit Facility” for a description of our outstanding indebtedness and our credit facility.

A $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) the net proceeds from this offering by approximately $            , assuming no change in the number of shares offered by us as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

DIVIDEND POLICY

We have not declared or paid any dividends on our common stock, and we do not currently anticipate paying any dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings to fund the development and growth of our business. Any future determination relating to our dividend policy will be at the discretion of our board of directors and will depend on our results of operations, financial condition, capital requirements and other factors deemed relevant. We are also restricted in our ability to pay dividends under our credit facility.facility and indenture.

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CAPITALIZATION

We have provided in the table below our capitalization as of MarchDecember 31, 2006: (1) on an actual basis; and (2) on a pro forma as adjusted basis to give effect to the offering of the Senior Notes and (3) as if each had occurred on March 31, 2006:

The information was derived from and is qualified by reference to our unaudited historical financial statements included elsewhere in this prospectus. You should read this information in conjunction with these financial statements, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds” and “Unaudited Pro Forma Consolidated Financial Data.”

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DILUTION

Purchasers of the common stock in this offering will experience immediate and substantial dilution in the net tangible book value per share of the common stock for accounting purposes. Adjusted net tangible book value per share represents the amount of the total tangible assets less our total liabilities, divided by the number of shares of common stock outstanding. At MarchDecember 31, 2006, assuming completion of the Restructuring, we had a net tangible book value of $1.8$             million or $             per share of common stock. After giving effect to the sale of              shares of common stock in this offering at an assumed initial public offering price of $             per share and after the deduction of underwriting discounts and commissions and estimated offering expenses, the as adjusted net tangible book value at MarchDecember 31, 2006 would have been $             million or $             per share. This represents an immediate increase in such net tangible book value of $             per share to existing stockholders and an immediate and substantial dilution of $             per share to new investors purchasing common stock in this offering. The following table illustrates this per share dilution:

A $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) our net tangible book value by $             million, the net tangible book value per share, after giving effect to this offering, by $             per share and the dilution in net tangible book value per share to new investors in this offering by $             per share, assuming no change in the number of shares offered by us as set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on the as adjusted basis set forth above as of MarchDecember 31, 2006, the total number of shares of common stock owned by existing stockholders and to be owned by new investors, the total consideration paid, and the average price per share paid by our existing stockholders and to be paid by new investors in this offering at $            , the mid-point of the range of the initial public offering prices set forth on the cover page of this prospectus, calculated before deduction of estimated underwriting discounts and commissions.

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As of                     , 2006,2007, there were              shares of our common stock outstanding, held by              stockholders. Sales by the selling stockholders in this offering will reduce the number of shares of

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common stock held by existing stockholders to              or approximately         % of the total number of shares of common stock outstanding after this offering and will increase the number of shares of common stock held by new investors to or approximately         % of the total number of shares of common stock outstanding after this offering.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The following pro forma consolidated financial data are based on our historical financial statements included elsewhere in this prospectus.

The unaudited pro forma consolidated statementsstatement of operations givefor the fiscal year ended December 31, 2006 gives effect to the acquisitions of Stallion Rentals, L.P., Envirotech, Inc., Double-D Enterprises, Inc., Separation Services, Inc. (all acquired January 31, 2005), GL Trucking & Rentals, Inc. (acquired September 12, 2005), Trail Blazer Hot Shot, Inc. (acquired January 1, 2006) andthe BLR Construction Companies, L.L.C. (acquired March 1, 2006)(“BLR”) and Abbeville Offshore Quarters, Inc. (“AOQ”), as if each of those acquisitions had occurred on January 1, 2005. From2006.

On March 1, 2006, we acquired 100% of the membership interest of BLR for approximately $48.5 million in total consideration, consisting of $46.5 million in cash and $2.0 million in notes payable to the sellers. BLR is a balance sheet perspective, these transactionsfull-service contractor serving the oil, gas and petro-chemical industry since 1990.

On August 1, 2006, we purchased all of the outstanding capital stock of AOQ. AOQ provides workforce accommodations, sewage treatment units, water tanks, generators and other rental support equipment for use in the offshore Gulf Coast oil and natural gas industry. The purchase price consisted of $46.1 million in cash ($1.5 million of which is held in escrow) and 6,943,000 Class C units representing limited partnership interests of Stallion Holdings for a total consideration of $70.2 million.

On January 1, 2006, we acquired certain of the assets of Trail Blazer Hot Shot, Inc. (“TB”) for total consideration of approximately $14.6 million, which consisted of approximately $13.7 million in cash and a $900,000 note payable to the sellers. TB provides surface equipment rental services for major Oklahoma basins and surrounding areas. The results of operations for TB, are reflectedincluded in ourthe Stallion historical statement of operations for the full year ended December 31, 2006.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the dates of acquisition of TB, BLR and AOQ (in thousands):

The unaudited pro forma consolidated balance sheet asstatement of March 31, 2006.operations data presented below do not reflect the impact of acquisitions that we determined were not individually significant under SEC Regulation S-X, 1-02 and 3-05.

The Stallion historical statement of operations information for the year ended December 31, 20052006 is derived from our audited consolidated financial statements. The Stallion historical statement of operations information for the year ended December 31, 2005 and the three months ended March 31, 2006 includes results of operations of all acquired businesses from their respective dates of acquisition through December 31, 2005 and March 31, 2006, respectively.2006. The historical combined statement of operations of acquired businesses for the year ended December 31, 2005 and the three months ended March 31, 2006column represents a combined statement of operations of acquiredthe businesses from January 1, 2005 through their respective dates of acquisition andacquired from January 1, 2006 through their respectivethe dates on which we began consolidating the financial results of acquisition, respectively.such businesses.

The unaudited pro forma consolidated statement of operations representsdata represent management’s preliminary determination of purchase accounting adjustments and are based on available information and assumptions that

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management considers reasonable under the circumstances. Consequently, the amounts reflected in the unaudited pro forma consolidated statement of operations are subject to change. Management does not expect that the differences between the preliminary and final purchase price allocation will have a material impact on our consolidated financial position or results of operations.

The unaudited pro forma consolidated statement of operations doesdata do not purport to be indicative of therepresent what our results that would have been obtained had the transactionsacquisitions described above been completed on the indicated dates or that may be obtained in the future.

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The following information should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements included elsewhere in this prospectus.

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