Olayan Saudi Holding Co. Amends National Energy Services Filing

TL;DR

Olayan Saudi Holding Co. updated its 13D filing for National Energy Services Reunited Corp. on Oct 31.

AI Summary

Olayan Saudi Holding Company filed an amendment (No. 2) to its Schedule 13D on November 4, 2024, regarding its holdings in National Energy Services Reunited Corp. The filing indicates a change in the date of the event requiring this filing to October 31, 2024. No specific dollar amounts or changes in share percentages were detailed in the provided excerpt.

Why It Matters

This amendment signals a potential shift in Olayan Saudi Holding Company's stake or strategy concerning National Energy Services Reunited Corp., which could influence the latter's stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position or intentions, which can impact stock price and corporate control.

Key Players & Entities

• Olayan Saudi Holding Company (company) — Filing entity
• National Energy Services Reunited Corp. (company) — Subject company
• October 31, 2024 (date) — Date of event requiring filing
• November 4, 2024 (date) — Filing date

FAQ

Filing Documents

• ss3949104_sc13da.htm (SC 13D/A) — 61KB
• ss3949104_ex99a.htm (EX-99.A) — 38KB
• ss3949104_ex99b.htm (EX-99.B) — 25KB
• 0000947871-24-000838.txt ( ) — 125KB

Security and Issuer

Item 1. Security and Issuer

of the Existing Schedule 13D is hereby supplemented as follows

Item 1 of the Existing Schedule 13D is hereby supplemented as follows: This Amendment No. 2 to the statement on Schedule 13D (" Amendment No. 2 ") amends the statement on Schedule 13D originally filed on May 29, 2018, as amended by Amendment No. 1 to the statement on Schedule 13D filed on June 13, 2018 (as so amended, the " Existing Schedule 13D "). Capitalized terms used and not defined in this Amendment No. 2 have the meanings ascribed in the Existing Schedule 13D. The name, business address, present principal occupation and citizenship of each manager of OFC is set forth on Schedule I attached hereto.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Existing Schedule 13D is hereby supplemented as follows

Item 4 of the Existing Schedule 13D is hereby supplemented as follows: Effective October 31, 2024, pursuant to the Securities Transfer Agreement described in Item 6 of this Amendment No. 2, OSHCO transferred all Ordinary Shares and Warrants of the Issuer held by OSHCO to OFC. Prior to the transfer, these Ordinary Shares or Warrants of the Issuer were already considered to be beneficially owned by OFC due to OFC's relationship to OSHCO. Following the transfer, OSHCO no longer has beneficial ownership of any Ordinary Shares or Warrants of the Issuer. This Amendment No. 2 constitutes an exit filing for OSHCO.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Existing Schedule 13D is hereby

Item 5 of the Existing Schedule 13D is hereby amended and restated as follows. The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 2 are incorporated herein by reference. (a) The reported percentage of the class beneficially owned by OFC is based on a total of 95,408,453 Ordinary Shares issued and outstanding as of June 30, 2024, as reported by the Issuer in its Report on Form 6-K filed with the Securities and Exchange Commission on August 29, 2024, together with 1,500,000 Ordinary Shares issuable upon exercise of Warrants held by OFC. As of the date of this Amendment No. 2, OFC beneficially owns 17,025,258 Ordinary Shares, together with Warrants that are exercisable for 1,500,000 additional Ordinary Shares. As of the date of this Amendment No. 2, OSHCO no longer has beneficial ownership of any Ordinary Shares or Warrants. (b) OFC has the sole power to vote or direct the vote and to dispose or to direct the disposition of the Ordinary Shares and Warrants that are the subject of this Statement. (c) Effective October 31, 2024, pursuant to the Securities Transfer Agreement described in Item 6 of this Amendment No. 2, OSHCO transferred all Ordinary Shares and Warrants of the Issuer held by OSHCO to OFC. Accordingly, OSHCO no longer has beneficial ownership of any Ordinary Shares or Warrants of the Issuer. This Amendment No. 2 constitutes an exit filing for OSHCO. (d) To the knowledge of the Reporting Persons, no person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares or Warrants that are the subject of this Statement. (e) Effective October 31, 2024, pursuant to the Securities Transfer Agreement described in Item 6 of this Amendment No. 2, OSHCO transferred all Ordinary Shares and Warrants of the Issuer held by OSHCO to OFC. Accordingly, OSHCO no longer has beneficial ownership of any Ordinary Shar

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Existing Schedule 13D is hereby supplemented as follows

Item 6 of the Existing Schedule 13D is hereby supplemented as follows: Securities Transfer Agreement On October 31, 2024, OSHCO and OFC entered into a Securities Transfer Agreement (the " Securities Transfer Agreement "), substantially in the form attached as Exhibit A to this Amendment No. 2. Pursuant to the Securities Transfer Agreement, effective October 31, 2024, OSHCO transferred to OFC the ownership of 17,025,258 Ordinary Shares, together with Warrants that are exercisable for 1,500,000 additional Ordinary Shares. Prior to such transfer, the Issuer's repayment obligation under the Loan Agreement had been satisfied in cash, resulting in a decrease in OSHCO's beneficial ownership by 4,446,816 Ordinary Shares, and the Issuer paid interest under the Loan Agreement in stock, resulting in an increase in OSHCO's beneficial ownership by 418,001 Ordinary Shares. As a result of OFC's control of OSHCO, OFC was prior to such transfer, already deemed to be the beneficial owner of the Ordinary Shares and Warrants beneficially owned by OSHCO, and accordingly such transfer did not result in an increase in the number of Ordinary Shares and Warrants that OFC beneficially owns or is deemed to beneficially own. The description of the Securities Transfer Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Securities Transfer Agreement, which is filed as a part of this Amendment No. 2 and is incorporated by reference herein. Second Addendum to Nominee Agreement Pursuant to the Second Addendum (the " Second Addendum "), dated October 31, 2024, to the Nominee Agreement, dated May 9, 2018, between Hana Investments, OSHCO, and OFC, substantially in the form attached as Exhibit B to this Amendment No. 2, Hana Investments agreed to act as OFC's nominee with respect to the Relationship Agreement, the Loan Agreement, and the Registration Rights Agreement, including any beneficial

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits

of the Existing Schedule 13D is hereby supplemented as follows

Item 7 of the Existing Schedule 13D is hereby supplemented as follows: Exhibit Description A. Securities Transfer Agreement B. Second Addendum to Nominee Agreement C. Joint Filing Agreement, dated as of May 29, 2018, by OFC and OSHCO (incorporated by reference in this Amendment No. 2, as previously filed as Exhibit F with the initial Schedule 13D filed on May 29, 2018) Signature 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. Dated: November 4, 2024 OLAYAN FINANCING COMPANY By: /s/ Saleh A AlOnzi Name: Saleh A AlOnzi Title: Authorized Legal Representative OLAYAN SAUDI HOLDING COMPANY By: /s/ Riham Al Kassim Name: Riham Al Kassim Title: Authorized Legal Representative SCHEDULE I The names and present principal occupations of each of the managers of Olayan Financing Company are set forth below. Each of these persons is a Saudi Arabian citizen and has a business address of P.O. Box 8772, Riyadh, 11492, Saudi Arabia. During the past five years, (i) none of these persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and (ii) none of these persons 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. Name Position with Olayan Financing Company Principal Occupation Khaled S. Olayan Manager Manager Olayan Financing Company Lubna S. Olayan Manager Manager Olayan Financing Company

View Full Filing

View this SC 13D/A filing on SEC EDGAR