UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 12, 2017
NATIONAL ENERGY
SERVICES REUNITED CORP.
(Exact name of registrant as specified in
its charter)
British Virgin Islands
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001-38091
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N/A
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(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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777 Post Oak Blvd., Suite 730
Houston, Texas
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77056
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(832) 925-3777
Not Applicable
(Former name or former address, if
changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company
x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
COMMENCING SHORTLY AFTER THE FILING OF
THIS CURRENT REPORT ON FORM 8-K, NATIONAL ENERGY SERVICES REUNITED CORP. (“NESR” OR THE “COMPANY”) INTENDS
TO HOLD PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING NESR’S
SECURITIES, IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION TRANSACTIONS WITH GULF ENERGY SAOC (“GES”) AND NATIONAL
PETROLEUM SERVICES (“NPS”), AS DESCRIBED HEREIN AND IN THE ATTACHED PRESS RELEASE.
STOCKHOLDERS OF NESR AND OTHER INTERESTED
PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, NESR’S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT TO BE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), IN CONNECTION WITH NESR’S SOLICITATION OF PROXIES FOR
THE MEETING OF STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED BUSINESS COMBINATION TRANSACTIONS BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ NESR’S REGISTRATION STATEMENT (FILE NO. 333-217006) FOR A DESCRIPTION OF
THE SECURITY HOLDINGS OF THE NESR OFFICERS AND DIRECTORS AND THEIR RESPECTIVE INTERESTS AS SECURITY HOLDERS IN THE SUCCESSFUL CONSUMMATION
OF THE TRANSACTIONS DESCRIBED HEREIN. WHEN AVAILABLE, NESR’S DEFINITIVE PROXY STATEMENT WILL BE DELIVERED TO SECURITY HOLDERS
OF NESR AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE TRANSACTIONS DESCRIBED IN THIS REPORT. SECURITY HOLDERS WILL ALSO
BE ABLE TO OBTAIN A COPY OF SUCH DOCUMENTS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: NESR HOLDING COMPANY, 777 POST OAK BLVD.,
SUITE 730, HOUSTON, TEXAS 77056. THESE DOCUMENTS, ONCE AVAILABLE, AND NESR’S REGISTRATION STATEMENT CAN ALSO BE OBTAINED,
WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (HTTP://WWW.SEC.GOV).
ADDITIONAL INFORMATION AND FORWARD-LOOKING
STATEMENTS
THIS REPORT AND THE EXHIBIT HERETO ARE
NOT A PROXY STATEMENT OR SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY SECURITIES OR IN RESPECT OF THE
PROPOSED TRANSACTION AND
shall not constitute an offer to sell or the solicitation of an
offer to buy any securities pursuant to the proposed business combination and other transactions described herein or otherwise,
nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such jurisdiction.
THIS REPORT AND THE EXHIBIT HERETO INCLUDE
certain statements that may constitute "forward-looking statements" for purposes
of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intends," "may,"
"might," "plan," "possible," "potential," "predict," "project," "should,"
"would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean
that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: the parties' ability
to effect the business combination; the benefits of the business combination; the future financial performance of NESR following
the business combination; and changes in GES and NPS strategy, future operations, financial position, estimated revenues, and losses,
projected costs, prospects, plans and objectives of management.
These
forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts
and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing NESR’s views as of any subsequent date, and NESR does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on
these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, NESR’s actual results
or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that
could cause actual results to differ include: (i) the occurrence of any event, change or other circumstances that could delay
the business combination or give rise to the termination of the definitive agreements relating to the business combination; (ii) the
outcome of any legal proceedings that may be instituted against NESR following announcement of the business combination; (iii) the
inability to complete the business combination due to the failure to obtain approval of the stockholders of NESR, or other conditions
to closing in the definitive agreements relating to the business combination; (iv) the risk that the proposed business combination
disrupts current plans and operations of NESR, NPS or GES as a result of the announcement and consummation of the business
combination; (v) NESR's ability to realize the anticipated benefits of the business combination, which may be affected by,
among other things, competition and the ability of NESR to grow and manage growth profitably following the business combination;
(vi) costs related to the business combination; (vii) changes in applicable laws or regulations; and (viii) the
possibility that NESR, NPS or GES may be adversely affected by other economic, business, and/or competitive factors.
THE FOREGOING LIST OF FACTORS IS NOT EXCLUSIVE.
ADDITIONAL INFORMATION CONCERNING THESE AND OTHER RISK FACTORS ARE CONTAINED IN NESR’S MOST RECENT FILINGS WITH THE SEC.
ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS CONCERNING NESR, GES AND NPS, THE TRANSACTIONS DESCRIBED HEREIN OR OTHER
MATTERS AND ATTRIBUTABLE TO NESR, GES, NPS, AND GES’ AND NPS’ SHAREHOLDERS OR ANY PERSON ACTING ON THEIR BEHALF ARE
EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS ABOVE.
On November 12,
2017, National Energy Services Reunited Corp. (the “Company”) issued a press release announcing that it has
entered into definitive agreements to acquire Gulf Energy SAOC (“GES”) and NPS Holdings Ltd
(“NPS”), pursuant to which GES and NPS will become wholly-owned subsidiaries and the operating businesses of the
Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 13, 2017
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NATIONAL ENERGY SERVICES REUNITED CORP.
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By:
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/s/ Sherif Foda
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Name: Sherif Foda
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Title: Chief Executive Officer
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