M&A - Nabors Energy Transition Corp. II

Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925013180

Filing Summary: Nabors Energy Transition Corp. II (NETD) has filed a communication regarding its business combination with e2Companies LLC (e2), dated February 11, 2025. This communication was sent to e2’s channel partners and customers and discusses the upcoming filing of a Registration Statement on Form S-4 with the SEC in relation to the transactions. It includes a preliminary prospectus and proxy statement for NETD shareholders to vote on the business combination. Shareholders and security holders are advised to read the Registration Statement and associated documents carefully when available, as they will contain important information regarding the transactions. The document also highlights forward-looking statements concerning the merger, including the anticipated benefits, potential risks, and uncertainties associated with the completion of the transactions. Investors are encouraged to obtain further information through NETD and SEC filings, emphasizing that the completion of the merger is subject to several conditions, including shareholder approval and regulatory approvals.

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Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925013181

Filing Summary: Nabors Energy Transition Corp. II (NETD) is advancing its business combination with e2Companies LLC. A communication was released on LinkedIn on February 12, 2025, regarding the business combination announced earlier. This communication serves as solicitation material tied to the Business Combination Agreement and Plan of Reorganization dated February 11, 2025. Additionally, NETD is preparing to file a Registration Statement on Form S-4 with the SEC, which will include a preliminary prospectus and proxy statements for shareholder votes regarding the transaction. Shareholders and unitholders are encouraged to read the forthcoming filings carefully as they will contain vital information about the merger. NETD and its partners may be participants in soliciting proxies for the vote associated with these Transactions. The document includes forward-looking statements concerning the expected benefits and risks of the merger, cautioning about uncertainties that might affect NETD's future performance related to this venture.

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Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925014090

Filing Summary: Nabors Energy Transition Corp. II (NETD) has filed a document in connection with its business combination with e2Companies LLC. An interview with James Richmond, Executive Chairman and CEO of e2, was conducted on February 13, 2025, discussing the upcoming public offering of e2Companies with support from Nabors Energy. Richmond elaborated on e2's innovative approach to energy efficiency using advanced technologies, likening their operations to 'adaptive cruise control' for power management. He emphasized their capability to implement energy solutions behind the meter without traditional interconnection agreements, thereby improving efficiency and reducing costs significantly. The document mentions the registration statement on Form S-4 to be filed with the SEC concerning the transactions, including a preliminary prospectus and proxy statements to solicit votes from shareholders for the approval of the merger.

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Form Type: 425

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925012980

Filing Summary: Nabors Energy Transition Corp. II (NETD) and e2Companies LLC (e2) are progressing with a business combination. A communication was made available on LinkedIn on February 13, 2025, and is being filed as soliciting material related to the transaction announced earlier. The merger entails filing a Registration Statement on Form S-4 which will contain a preliminary prospectus and proxy statements concerning the proposed merger and associated approvals. NETD and e2 are encouraging shareholders to read all materials pertaining to the transaction carefully once filed with the SEC. Relevant materials will be available through the SEC's website and NETD’s own website. The document includes forward-looking statements about the merger and the potential risks involved, urging stakeholders to consider various uncertainties that could impact the transaction's success.

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Form Type: 425

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000110465925011791

Filing Summary: Nabors Energy Transition Corp. II announced a business combination with e2Companies LLC, valuing e2 at $500 million and the combined enterprise at $770 million. E2, an energy management firm, focuses on enhancing power reliability for industries like oil and AI-driven data centers. Their revenue grew 110% annually since 2021, reaching $28.7 million in 2024, and they have a substantial backlog of $3.8 billion in signed agreements. The merger will yield up to $400 million in gross proceeds, with significant investment from a SPAC trust and a private investment. The merged entity is expected to trade on Nasdaq under the ticker VUTL in the third quarter of 2025. Investors are cautioned that the merger process entails risks, including potential delays and shareholder voting requirements.

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Form Type: 425

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000110465925011837

Filing Summary: On February 11, 2025, Nabors Energy Transition Corp. II (NETD) entered into a Business Combination Agreement with Liffey Merger Sub, LLC and e2Companies LLC. According to the agreement, Merger Sub will merge into e2, with e2 becoming a wholly-owned subsidiary of NETD. Upon the merger's effective time, NETD will be renamed e2Companies, Inc. NETD will also domesticate as a Delaware corporation. The agreement outlines the conversion of various equities—from Class A and Class B ordinary shares of NETD to corresponding Class A and Class B common stocks, and the automatic conversion of warrants and units. The terms also discuss the issuance of New e2 Class A Common Stock to the unitholders of e2 and the opportunity for bondholders of e2 to exchange their bonds for shares at Closing. The completion of the merger is subject to certain conditions, including the approval of NETD shareholders and regulatory filings. The agreement mandates that both companies continue operations in the ordinary course and prohibits negotiations with third parties regarding alternative transactions until the Closing. The specifics of voting requirements, board nominations post-merger, and various procedural elements are also terrifically detailed within the agreement. The Closing will occur following the domestication effective time, aiming for completion by September 30, 2025, barring any unforeseen issues or mutual written consent to terminate the agreement. This serves as a pivotal merger for both entities, aimed at restructuring and enhancing business operations within the energy sector.

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Form Type: 425

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000110465925012253

Filing Summary: Nabors Energy Transition Corp. II (NETD) is set to merge with e2Companies LLC (e2), enabling e2 to become a publicly traded entity on Nasdaq. This merger, structured as a business combination rather than a traditional IPO, marks a significant milestone for e2. Upon completion of the merger, e2 will be listed under the ticker symbol 'VUTL'. The transaction is expected to finalize in the third quarter of 2025 and is projected to generate up to $410 million in gross proceeds, providing financial and strategic resources to e2 to enhance its growth and deployment of integrated power solutions. Both companies outline the regulatory compliance required during this transition and emphasize that e2 will continue its operations under its current name with no alterations to its team or daily functions. Shareholders are advised to stay informed of ongoing updates regarding the merger process and to follow SEC regulations regarding communications during this time.

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Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000110465925011834

Filing Summary: On February 11, 2025, Nabors Energy Transition Corp. II (NETD) entered into a Business Combination Agreement with Liffey Merger Sub, LLC and e2Companies LLC. Under the Agreement, Merger Sub will merge into e2, with e2 becoming a wholly owned subsidiary of NETD, which will be renamed e2Companies, Inc. (New e2). As part of the transaction, NETD will domesticate as a Delaware corporation. The merger will convert various classes of NETD's ordinary shares and warrants into corresponding classes of common stock and warrants in New e2. The Agreement outlines conditions for closing, including required shareholder approvals and regulatory filings. The effective closing date will occur after the Domestication Effective Time, which is subject to the satisfaction of numerous conditions. The document also discusses the planned registration of shares and the issuance of new equity, including provisions for a Stockholder and Registration Rights Agreement to govern post-closing matters.

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