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