Tender Offer - National Energy Services Reunited Corp.
Form Type: 425
Filing Date: 2025-07-01
Corporate Action: Tender-offer
Type: New
Accession Number: 000164117225017272
Filing Summary: National Energy Services Reunited Corp. (NESR) announced the expiration and results of its exchange offer and consent solicitation related to its outstanding warrants to purchase ordinary shares. The offer expired on June 30, 2025, with 34,135,493 warrants, approximately 96.05% of the outstanding warrants, validly tendered. NESR plans to accept all validly tendered warrants for exchange by July 3, 2025. The consent solicitation received approval from 96.05% of warrant holders for an amendment allowing conversion of each outstanding warrant into 0.09 ordinary shares, a 10% reduction from the exchange ratio. The amendment is expected to be executed concurrently with the settlement of the offer, after which no warrants will remain outstanding. The SEC declared effective NESR's Registration Statement registering shares issuable in the offer on June 24, 2025. BTIG, LLC served as the dealer manager for the transaction.
Additional details:
Date: 2025-06-30
Valid Warrants Tendered: 34135493
Percent Valid Warrants Tendered: 96.05%
Warrant Conversion Ratio: 0.09
Exchange Ratio Reduction: 10%
Form Type: SC TO-I/A
Filing Date: 2025-07-01
Corporate Action: Tender-offer
Type: Update
Accession Number: 000164117225017273
Filing Summary: On July 1, 2025, National Energy Services Reunited Corp. filed Amendment No. 2 to their Tender Offer Statement under the Securities Exchange Act of 1934. This filing is to announce the results of their offer to the holders of outstanding warrants, where each warrant could be exchanged for 0.10 Ordinary Shares. The Offer expired on June 30, 2025, with approximately 96.05% of the outstanding Warrants, totaling 34,135,493, validly tendered. Concurrently, a Consent Solicitation was made to amend the Warrant Agreement, which received approval exceeding the required majority. The Company plans to execute the Warrant Amendment alongside the Offer settlement, expected before July 3, 2025. The filing includes updates and a press release regarding the Offer's final results and the related Registration Statement's effectiveness.
Additional details:
Title Of Class Of Securities: Warrants to Acquire Ordinary Shares
Cusip Number: G6375R 115
Warrant Exchange Ratio: 0.10 Ordinary Shares for each Warrant
Consent Solicitation Ratio: 0.09 Ordinary Shares after offer closing
Expiration Of Offer: 2025-06-30
Total Tendered Warrants: 34,135,493
Percentage Of Tendered Warrants: 96.05%
Form Type: 425
Filing Date: 2025-05-30
Corporate Action: Tender-offer
Type: New
Accession Number: 000164117225012953
Filing Summary: National Energy Services Reunited Corp. has initiated an exchange offer and consent solicitation concerning its outstanding warrants. The exchange offer allows warrant holders to exchange each outstanding warrant for 0.10 Ordinary Shares. A total of 3,554,038 Ordinary Shares are available for this offer, with 35,540,380 warrants outstanding as of May 30, 2025. The company also seeks consent to amend the warrant agreement to require that outstanding warrants be converted into 0.09 Ordinary Shares post-offer. Approximately 54.78% of warrant holders have already agreed to participate. The offering period ends on June 30, 2025, and holders may withdraw tendered warrants prior to this date. Further information can be found in the Schedule TO and Prospectus/Offer to Exchange filed with the SEC.
Additional details:
Warrant Exchange Ratio: 0.10
Maximum Shares Offered: 3,554,038
Total Outstanding Warrants: 35,540,380
Warrant Conversion Ratio After Offer: 0.09
Percentage Consenting Holders: 54.78%
Offering Period End Date: 2025-06-30
Form Type: F-4
Filing Date: 2025-05-30
Corporate Action: Tender-offer
Type: New
Accession Number: 000164117225012951
Filing Summary: National Energy Services Reunited Corp. (NESR) has filed a registration statement for a tender offer to exchange its outstanding Warrants for Ordinary Shares. The registration, submitted under Form F-4 on May 30, 2025, seeks to allow holders of the Warrants to exchange each Warrant for 0.10 Ordinary Shares. Up to an aggregate of 3,554,038 Ordinary Shares may be distributed through this exchange. This offer will expire at 11:59 P.M. Eastern Time on June 30, 2025, unless extended. Additionally, concurrently with the offer, NESR is soliciting consents from Warrant holders for a proposed amendment to the Warrant Agreement that would convert outstanding Warrants into Ordinary Shares at a reduced exchange ratio of 0.09 Ordinary Shares per Warrant. Holders representing approximately 54.78% of the outstanding Warrants have already agreed to participate in both the offer and the amendment. The overall purpose is to simplify NESR’s capital structure and mitigate the dilutive effects associated with the Warrants. The filing underscores that participation requires Warrant holders to tender their Warrants to consent to the proposed Warrant Amendment, thereby shaping the future structure of share ownership within the company.
Additional details:
Warrant Exchange Ratio: 0.10
Offer Expiration Date: 2025-06-30
Total Outstanding Warrants: 35,540,380
Warrant Amendment Ratio: 0.09
Consent Majority Warrant Holders: 54.78%
Form Type: SC TO-I
Filing Date: 2025-05-30
Corporate Action: Tender-offer
Type: New
Accession Number: 000164117225012962
Filing Summary: National Energy Services Reunited Corp. filed a Tender Offer Statement on Schedule TO on May 30, 2025, to offer holders of its outstanding warrants the option to exchange each warrant for 0.10 Ordinary Shares. As of this date, 35,540,380 warrants were outstanding at a price of $11.50 per whole share. Concurrently, the company is soliciting consent from warrant holders to amend the current Warrant Agreement. This amendment would allow the company to require that each warrant outstanding upon the closing of the offer be converted into 0.09 Ordinary Shares, which is a lower exchange ratio than that of the offer. The filing includes the Prospectus/Offer to Exchange which details the terms and conditions of the offer and the solicitation for consents. Contact information for the legal counsel and a summary of the company's executive team is provided in this document. No immediate plans for a strategic transaction are stated, other than the potential to enhance shareholder value.
Additional details:
Warrant Exchange Ratio: 0.10
Warrant Conversion Ratio: 0.09
Warrant Price Per Share: 11.50
Outstanding Warrants: 35540380
Form Type: 425
Filing Date: 2025-05-19
Corporate Action: Tender-offer
Type: New
Accession Number: 000164117225011467
Filing Summary: On May 19, 2025, National Energy Services Reunited Corp. (NESR) announced its plans to commence an exchange offer and consent solicitation for its outstanding warrants to purchase ordinary shares. The offer allows warrant holders to exchange each warrant for 0.10 ordinary shares, and concurrent consent solicitation aims to amend the warrant agreement to convert remaining outstanding warrants to 0.09 ordinary shares for each warrant post-offer. A majority of warrant holders have agreed to participate in the offer and consent solicitation. The exchange offer has not yet commenced and will be conducted through definitive documentation filed with the SEC.
Additional details:
Subject Company: National Energy Services Reunited Corp.
Warrant Exchange Ratio: 0.10
Warrant Conversion Ratio: 0.09
Majority Holder Participation: Yes
Form Type: SC TO-C
Filing Date: 2025-05-19
Corporate Action: Tender-offer
Type: New
Accession Number: 000164117225011465
Filing Summary: On May 19, 2025, National Energy Services Reunited Corp. (NESR) announced its intention to commence an exchange offer and consent solicitation relating to its outstanding warrants. This announcement, issued as a press release, is considered a preliminary communication that precedes the formal commencement of the tender offer. The company has stated that detailed materials, including instructions on how to participate in the exchange offer, will be provided to warrant holders at the appropriate time. NESR emphasizes that this communication is informational and not an offer to purchase securities. It also warns of the uncertainties surrounding the commencement of the exchange offer and includes cautionary statements regarding forward-looking information. The company has acknowledged potential risks that may affect the outcome of the proposed exchange offer and has advised warrant holders to review forthcoming materials carefully before making any decisions regarding their warrants.
Additional details:
Name Of Subject Company: National Energy Services Reunited Corp.
Name Of Filing Persons: National Energy Services Reunited Corp.
Title Of Class Of Securities: Warrants to Purchase Ordinary Shares, no par value
Cusip Number: G6375R115
Name Of Person Authorized: Jennifer Howard
Address Of Person Authorized: 777 Post Oak Boulevard, Suite 730, Houston, Texas 77056
Telephone Number Of Person Authorized: (832) 925-3777
Name Of Counsel: William B. Nelson
Address Of Counsel: 800 Capitol Street, Suite 2200, Houston, TX 77002
Telephone Number Of Counsel: (713) 354-4800
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