SEC Form 4 · accession 0000947871-18-000501
National Energy Services Reunited Corp. · NESR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Olayan Saudi Holding Co
Director · 10% Owner
Olayan Financing Co Ltd.
Director · 10% Owner
Period of report
Jun 6, 2018
Accepted (ET)
Jun 8, 2018 · 1:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001698514
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, no par valueF1,F2 | Jun 6, 2018 | C | 13,340,448 | — | A | 16,340,448 | I | See Footnote |
| Ordinary Shares, no par valueF3,F2 | Jun 6, 2018 | A | 53,362 | $11.244 | A | 16,393,810 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| NPS SharesF1,F2 | — | Jun 6, 2018 | C | 83,660,878 | D | Jun 6, 2018 | — | Ordinary Shares | 13,340,448 | 0 | I |
| Option (right to buy)F3,F2 | $11.244 | Jun 6, 2018 | A | 4,446,816 | A | — | Dec 17, 2018 | Ordinary Shares | 4,446,816 | 4,446,816 | I |
| Option (right to buy)F4,F2 | $11.244 | Jun 6, 2018 | A | 213,447 | A | — | — | Ordinary Shares | 213,447 | 213,447 | I |
Explanation of responses
- F1Pursuant to the Stock Purchase Agreement entered into between Hana Investments Co. WLL ("Hana"), a majority-owned subsidiary of the Olayan Financing Company ("OFC"), the Issuer, and NPS Holdings Limited ("NPS") among others, dated November 12, 2017, Hana agreed to exchange NPS shares for 13,340,448 of the Issuer's Ordinary Shares upon the closing of the business transaction between the Issuer and NPS (the "Transaction"), subject to Hana effectuating such exchange at the closing. The NPS shares became convertible into Issuer shares upon the Issuer's shareholders' approval of the Transaction, which occurred on May 18, 2018. Hana is a nominee of the Olayan Saudi Holding Company ("OSHCO") with respect to the exchange. On June 5, 2018, the Issuer and OSHCO, through its nominee Hana, entered into a Share Purchase Exchange Agreement to effectuate the exchange on June 6, 2018, pursuant to which OSHCO acquired 13,340,448 of the Issuer's Ordinary Shares, valued at US$11.244 per share.
- F2The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.
- F3Pursuant to a Loan Agreement entered into between Hana, as nominee of OSHCO ("Lender"), and the Issuer, dated June 5, 2018, Lender loaned the Issuer $50 million on June 6, 2018, and Lender has the right to elect to receive repayment of the loan in Issuer Ordinary Shares at a price per share of $11.244. The loan is due December 17, 2018 and may be repaid at any time prior thereto by the Issuer. Lender may also elect to receive repayment of the interest on the loan in Ordinary Shares of the Issuer, but such interest amount is not yet determinable. Lender received a fee of $600,000 for making the loan, which is to be paid in Ordinary Shares of Issuer at a price per share of $11.244.
- F4Pursuant to a Relationship Agreement entered into between Hana, as nominee of OSHCO ("Stockholder"), and the Issuer, dated June 5, 2018, the Issuer will reimburse expenses certain expenses in an amount equal to $2,400,000, and Stockholder has the right to elect to receive such reimbursement in Issuer Ordinary Shares at a price per share of $11.244. Such amount became due and payable on June 6, 0218, subject to the election of the Stockholder as to the form of payment.