Statement of Beneficial Ownership (sc 13d)
28 September 2018 - 12:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
(Amendment No. __)*
National
Energy Services Reunited Corp.
(Name
of Issuer)
Ordinary
Shares, no par value
(Title
of Class of Securities)
G6375R107
(CUSIP
Number)
Mubbadrah
Investments LLC
Building
No. 1/21 Way No. 5001
Near
Al Nadha Towers, Ghala,
Muscat,
Oman
+968
24390901
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 2018
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Section 240.13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. G6375R107
1
|
NAME
OF REPORTING PERSONS.
Mubbadrah
Investment LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ] (b) [X]*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Oman
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,242,424**
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,242,424**
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,242,424**
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%***
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
*
|
This
Schedule 13D is filed by Mubbadrah Investment LLC (“Mubbadrah”), Wild Holding LLC (“Wild Holding”),
Myrad Holding LLC (“Myrad Holding”), Yasser Al Barami (“Mr. Al Barami”) and Hilal Al Busaidi (“Mr.
Al Busaidi” and, together with Mubbadrah, Wild Holding, Myrad Holding, and Mr. Al Barami, the “Reporting Persons”).
The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
|
**
|
Consists
of 17,242,424 ordinary shares, no par value (“Ordinary Shares”), of National Energy Services Reunited Corp. (the
“Issuer”) held by Mubbadrah. Wild Holding and Myrad Holding each own 50% of Mubbadrah. Mr. Al Barami owns 90%
of Wild Holding and Mr. Al Busaidi owns 90% of Myrad Holding. By virtue of these relationships, Wild Holding, Myrad Holding,
Mr. Al Barami and Al Busaidi may be deemed to share voting and dispositive control over the Ordinary Shares held by Mubbadrah.
Each of Wild Holding, Myrad Holding, Mr. Al Barami and Mr. Al Busaidi disclaim beneficial ownership of any Ordinary Shares
held or beneficially owned by Mubbadrah, except to the extent of each of their pecuniary interests therein.
|
***
|
The
percentage is calculated based upon 85,562,769 outstanding Ordinary Shares, as reported on the Issuer’s Form 6-K, as
filed with the Securities and Exchange Commission on August 20, 2018.
|
CUSIP No. G6375R107
1
|
NAME
OF REPORTING PERSONS.
Wild
Holding LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ] (b) [X]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Oman
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,242,424*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,242,424*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,242,424*
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%**
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
*
|
Consists
of 17,242,424 Ordinary Shares held by Mubbadrah. Wild Holding owns 50% of Mubbadrah. By virtue of this relationship, Wild
Holding may be deemed to share voting and dispositive control over the Ordinary Shares held by Mubbadrah. Wild Holding disclaims
beneficial ownership of any Ordinary Shares held or beneficially owned by Mubbadrah, except to the extent of its pecuniary
interests therein.
|
**
|
The
percentage is calculated based upon 85,562,769 outstanding Ordinary Shares, as reported on the Issuer’s Form 6-K, as
filed with the Securities and Exchange Commission on August 20, 2018.
|
CUSIP
No. G6375R107
1
|
NAME
OF REPORTING PERSONS.
Myrad
Holding LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ] (b) [X]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Oman
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,242,424*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,242,424*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,242,424*
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%**
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
*
|
Consists
of 17,242,424 Ordinary Shares held by Mubbadrah. Myrad Holding owns 50% of Mubbadrah. By virtue of this relationship, Myrad Holding
may be deemed to share voting and dispositive control over the Ordinary Shares held by Mubbadrah. Myrad Holding disclaims beneficial
ownership of any Ordinary Shares held or beneficially owned by Mubbadrah, except to the extent of its pecuniary interests therein.
|
**
|
The
percentage is calculated based upon 85,562,769 outstanding Ordinary Shares, as reported on the Issuer’s Form 6-K, as
filed with the Securities and Exchange Commission on August 20, 2018.
|
CUSIP
No. G6375R107
1
|
NAME
OF REPORTING PERSONS.
Yasser
Al Barami
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ] (b) [X]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Oman
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,863,636*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,863,636*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,863,636*
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%**
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
*
|
Consists
of (i) 17,242,424 Ordinary Shares held by Mubbadrah and (ii) 621,212 Ordinary Shares held by Mr. Al Barami. Mr. Al Barami
owns 90% of Wild Holdings, which owns 50% of Mubbadrah. By virtue of this relationship, Mr. Al Barami may be deemed to share
voting and dispositive control over the Ordinary Shares held by Mubbadrah. Mr. Al Barami disclaims beneficial ownership of
any Ordinary Shares held or beneficially owned by Mubbadrah, except to the extent of his pecuniary interests therein.
|
**
|
The
percentage is calculated based upon 85,562,769 outstanding Ordinary Shares, as reported on the Issuer’s Form 6-K, as
filed with the Securities and Exchange Commission on August 20, 2018.
|
CUSIP
No. G6375R107
1
|
NAME
OF REPORTING PERSONS.
Hilal
Al Busaidi
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ] (b) [X]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Oman
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,863,636*
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,863,636*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,863,636*
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%**
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
*
|
Consists
of (i) 17,242,424 Ordinary Shares held by Mubbadrah and (ii) 621,212 Ordinary Shares held by Mr. Al Busaidi. Mr. Al Busaidi
owns 90% of Myrad Holdings, which owns 50% of Mubbadrah. By virtue of this relationship, Mr. Al Busaidi may be deemed to share
voting and dispositive control over the Ordinary Shares held by Mubbadrah. Mr. Al Barami disclaims beneficial ownership of
any Ordinary Shares held or beneficially owned by Mubbadrah, except to the extent of his pecuniary interests therein.
|
**
|
The
percentage is calculated based upon 85,562,769 outstanding Ordinary Shares, as reported on the Issuer’s Form 6-K, as
filed with the Securities and Exchange Commission on August 20, 2018.
|
Item
1. Security and Issuer
This
Schedule 13D relates to the ordinary shares, no par value (“Ordinary Shares”), of National Energy Services Reunited
Corp., a British Virgin Islands company (the “Issuer”). The address of the Issuer’s principal executive offices
is 777 Post Oak Blvd., Suite 730, Houston, Texas 77056.
Item
2. Identity and Background
This
Schedule 13D is being filed by Mubbadrah Investments LLC, a Oman limited liability company (“Mubbadrah”), Wild Holding
LLC, an Oman limited liability company (“Wild Holding”), Myrad Holding LLC, an Oman limited liability company (“Myrad
Holding”), Yasser Al Barami (“Mr. Al Barami”), and Hilal Al Busaidi (“Mr. Al Busaidi” and, together
with Mubbadrah, Wild Holding, Myrad Holding, and Mr. Al Barami, the “Reporting Persons”).
The
principal business of Mubbadrah is to invest in businesses and other ventures. The address of the principal office of Mubbadrah
is Building No. 1/21 Way No. 5001 Near Al Nadha Towers, Ghala, Muscat, Oman.
The
principal business of Wild Holding is to invest in businesses and other ventures. The address of the principal office of Wild
Holding is P.O. Box 342, 116 Mina Al Fahal, Oman.
The
principal business of Myrad Holding is to invest in businesses and other ventures. The address of the principal office of Myrad
Holding is P.O. Box 342, 133 Al Khuwair, Oman.
The
business address of Mr. Al Barami is P.O. Box 786, Postal Code 116, Mina Al Fahal, Oman. Mr. Al Barami’s present principal
occupation is serving as COO of Mubbadrah. Mr. Al Barami is a citizen of Oman.
The
business address of Mr. Al Busaidi is P.O. Box 786, Postal Code 116, Mina Al Fahal, Oman. Mr. Al Busaidy’s present principal
occupation is serving as CEO of Mubbadrah. Mr. Al Busaidy is a citizen of Oman.
During
the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
Item
3. Source and Amount of Funds or Other Consideration
On
November 12, 2017, Mubbadrah, Mr. Al Barami, Mr. Al Busaidi, and Issuer entered into a purchase agreement pursuant to which Issuer
agreed to purchase 61% of the outstanding equity interests of Gulf Energy S.A.O.C. (“GES”) in exchange for Issuer
ordinary shares (the “GES Stock Purchase Agreement”). In accordance with the GES Stock Purchase Agreement, Mubbadrah
acquired 17,242,424 Issuer ordinary shares at closing. For additional information, see Item 6 below.
Item
4. Purpose of Transaction
The
Reporting Persons have acquired the Ordinary Shares reported herein for investment purposes.
The
Reporting Persons may further sell, purchase, hold, vote, trade, dispose or otherwise deal in the Ordinary Shares at times, and
in such manner, as they deem advisable to benefit from changes in the market prices of such Ordinary Shares, changes in the Issuer’s
operations, business strategy or prospects, or from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting
Persons will routinely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic
matters, capital structure and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements
of the Reporting Persons and other investment considerations. Consistent with their investment evaluation criteria, the Reporting
Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or
potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such
factors and discussions may materially affect, and result in, the Reporting Persons modifying their ownership of the Ordinary
Shares, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one or more of the other
actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer
|
(a)
|
The
information set forth on rows 11 and 13 of the cover pages of this Schedule 13D is incorporated by reference. The percentage set
forth in row 13 is based upon 85,562,769 outstanding Ordinary Shares, as reported on the Issuer’s Form 6-K, as filed with
the Securities and Exchange Commission on August 20, 2018.
|
|
|
|
|
(b)
|
The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.
|
|
|
|
|
(c)
|
None.
|
|
(d)
|
No
person (other than the Reporting Persons) is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the
Ordinary Shares subject to this Schedule 13D.
|
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On
November 12, 2017, the Issuer, Mubbadrah, Mr. Al Barami, and Mr. Al Busaidi entered into the GES Stock Purchase Agreement by which
the Issuer contracted to acquire 61% of the outstanding shares of GES in exchange for Issuer ordinary shares. For a more detailed
description of the GES Stock Purchase Agreement and other related matters, please refer to the Issuer’s Current Reports
on Form 8-K filed with the Securities and Exchange Commission on November 16, 2017 and June 12, 2018, which are incorporated by
reference into this Schedule 13D.
The
foregoing description of the GES Stock Purchase Agreement is not intended to be complete and is qualified in its entirety by reference
to the full text of the agreement, which have been filed or are incorporated by reference into this Schedule 13D.
Item
7. Material to be Filed as Exhibits
Exhibit
Number
|
|
Description
of Exhibits
|
|
|
|
7.1
|
|
Joint Filing Agreement, dated September 27, 2018
|
|
|
|
7.2
|
|
Agreement for the Sale and Purchase of Shares, dated as of November 12, 2017, by and among the Issuer, Mubbadrah, Mr. Al Busaidi, and Mr. Al Barami (incorporated by reference to the Issuer’s Form 8-K, filed with the SEC on November 16, 2017).
|
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
September 27, 2018
|
MUBBADRAH
INVESTMENT, LLC
|
|
|
|
|
By:
|
/s/
Hilal Al Busaidi
|
|
Name:
|
Hilal
Al Busaidi
|
|
|
|
|
By:
|
/s/
Yasser Al Barami
|
|
Name:
|
Yasser
Al Barami
|
|
|
|
|
WILD
HOLDING LLC
|
|
|
|
|
By:
|
/s/
Yasser Al Barami
|
|
Name:
|
Yasser
Al Barami
|
|
|
|
|
MYRAD
HOLDING LLC
|
|
|
|
|
By:
|
/s/
Hilal Al Busaidi
|
|
Name:
|
Hilal
Al Busaidi
|
|
|
|
|
By:
|
/s/
Yasser Al Barami
|
|
|
YASSER AL BARAMI
|
|
|
|
|
By:
|
/s/
Hilal Al Busaidi
|
|
|
HILAL AL BUSAIDI
|
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