National Energy Services - NESR, W

Deal is done.Link

Warrants - 2 plus 11.50 > 1 common. Call > 21 for 20 of 30 days.

Trust = 10.

Deadline 24 months.

Expires May17, 2019.

May 8, 2018 – National Energy Services Reunited Corp. (“NESR”) (NASDAQ: NESR) set its special meeting  May 18, 2018 at 2:00 PM ET on May 18, 2018 at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. NESR expects the business combination to close on May 25, 2018, 

Deal Announced 11-13-2017

From CC - Filing Link

"Hundred per cent of Gulf Energy shareholder will be converting at $10 per share, including SCF Partners, Gulf Energy founders, and other smaller investors.
For the NPS transaction, we have agreed to pay majority consideration in cash and the remaining in equity. The cash portion will be funded by $229 million from the SPAC, $150 million from a major investor at an agreed premium of $11.24 a share. The remaining $63 million will be funded by an​other pipe investor who again agreed to invest at the same premium of $11.24 a share. This is very unique to our structure.
I would like to also highlight that we have sourced $100 million as a backstop to any redemption, and we have $60 million from the IPO which is not redeemable. Effectively, as of now, we have a backstop of about 70% of the initial $229 million of the IPO. We don’t believe that we will have any issue closing the transaction once we get the appropriate approvals.

 To summarize, in this whole transaction, we have approximately nine large institutions involved. Most of these are rolling over all or a portion of their holdings to NESR."


Each unit issued in the IPO consists of one ordinary share and one warrant to acquire one-half of one ordinary share at a price of $11.50 per full share.

We will seek to capitalize on the 60 years of experience in the oil and gas business of the two executives leading the company: Sherif Foda and Tom Wood. Mr. Foda was an officer of Schlumberger Limited (NYSE: SLB) with 23 years of experience in managing a variety of businesses and operations globally. He most recently managed a portfolio of $20 billion revenue each year and oversaw 30,000 employees at Schlumberger Limited. Mr. Wood was the Chief Executive Officer of Xtreme Drilling Corp. (TSX: XDC), a leading drilling, workover and coil tubing company, doing business in North America, the Middle East and Asia. Previously, Mr. Wood founded and ran more than six companies. Messrs. Foda and Wood have a wealth of knowledge, client relations, business acumen, and track records of mergers and acquisitions.

 We intend to identify and acquire businesses that could benefit from the strong operations background of our management team, with the broad expertise they have in oilfield services globally. Since even fundamentally sound companies can often under-perform their potential due to a temporary period of dislocation in the markets in which they operate, inefficient capital allocation, over-levered capital structures, excessive cost structures, incomplete management teams and/or inappropriate business strategies, we believe that we will be able to locate an attractive target business to acquire. Our management team has extensive experience in identifying and executing acquisitions across the global energy market including the upstream and service sectors of the oil and gas services industry. In the past five years, our management team has been involved in over 20 mergers and acquisitions transactions valued at more than $2 billion.

Acquisition Criteria

 Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to focus our efforts on seeking and completing an initial business combination with a target entity that has an enterprise value of between $600 million and $1.25 billion, although a target entity with a smaller or larger enterprise value may be considered.

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