0000947871-18-000501.txt : 20180608
0000947871-18-000501.hdr.sgml : 20180608
20180608135535
ACCESSION NUMBER: 0000947871-18-000501
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180606
FILED AS OF DATE: 20180608
DATE AS OF CHANGE: 20180608
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Olayan Saudi Holding Co
CENTRAL INDEX KEY: 0001741292
STATE OF INCORPORATION: T0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38091
FILM NUMBER: 18888950
BUSINESS ADDRESS:
STREET 1: P.O. BOX 8772, OLAYAN CENTER,
STREET 2: AHSAA STREET
CITY: RIYADH
STATE: T0
ZIP: 11492
BUSINESS PHONE: 966114666555
MAIL ADDRESS:
STREET 1: P.O. BOX 8772, OLAYAN CENTER,
STREET 2: AHSAA STREET
CITY: RIYADH
STATE: T0
ZIP: 11492
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Olayan Financing Co Ltd.
CENTRAL INDEX KEY: 0001741838
STATE OF INCORPORATION: T0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38091
FILM NUMBER: 18888951
BUSINESS ADDRESS:
STREET 1: P.O. BOX 8772, OLAYAN CENTER,
STREET 2: AHSAA STREET
CITY: RIYADH
STATE: T0
ZIP: 11492
BUSINESS PHONE: 966114666555
MAIL ADDRESS:
STREET 1: P.O. BOX 8772, OLAYAN CENTER,
STREET 2: AHSAA STREET
CITY: RIYADH
STATE: T0
ZIP: 11492
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: National Energy Services Reunited Corp.
CENTRAL INDEX KEY: 0001698514
STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389]
IRS NUMBER: 000000000
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 777 POST OAK BLVD.
STREET 2: 7TH FLOOR
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: (832) 925-3777
MAIL ADDRESS:
STREET 1: 777 POST OAK BLVD.
STREET 2: 7TH FLOOR
CITY: HOUSTON
STATE: TX
ZIP: 77056
4
1
ss95306_4.xml
OWNERSHIP DOCUMENT
X0306
4
2018-06-06
0
0001698514
National Energy Services Reunited Corp.
NESR
0001741292
Olayan Saudi Holding Co
P.O. BOX 8772, OLAYAN CENTER,
AHSAA STREET
RIYADH
T0
11492
SAUDI ARABIA
1
0
1
0
0001741838
Olayan Financing Co Ltd.
P.O. BOX 8772, OLAYAN CENTER,
AHSAA STREET
RIYADH
T0
11492
SAUDI ARABIA
1
0
1
0
Ordinary Shares, no par value
2018-06-06
4
C
0
13340448
A
16340448
I
See Footnote
Ordinary Shares, no par value
2018-06-06
4
A
0
53362
11.244
A
16393810
I
See Footnote
NPS Shares
2018-06-06
4
C
0
83660878
D
2018-06-06
Ordinary Shares
13340448
0
I
See Footnote
Option (right to buy)
11.244
2018-06-06
4
A
0
4446816
A
2018-12-17
Ordinary Shares
4446816
4446816
I
See Footnote
Option (right to buy)
11.244
2018-06-06
4
A
0
213447
A
Ordinary Shares
213447
213447
I
See Footnote
Pursuant 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.
The 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.
Pursuant 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.
Pursuant 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.
/s/ Ibrahim M Dokhi, Deputy General Counsel, Olayan Saudi Holding Company
2018-06-08
/s/ Fadi Otaqui, General Counsel, Olayan Financing Company
2018-06-08