National Energy Services Reunited Corp. (NASDAQ:NESRU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On May 11, 2017, the registration statements (File Nos.
333-217006 and 333-217911) (collectively, the Registration
Statement) for National Energy Services Reunited Corp.s (the
Company) initial public offering (IPO) were declared effective by
the Securities and Exchange Commission. In connection therewith
and the closing of the IPO, the Company entered into the
following agreements previously filed as exhibits to the
Registration Statement:
An Underwriting Agreement, dated May 12, 2017, by and between the Company and Maxim Group LLC (Maxim), as representative of the underwriters; |
An Investment Management Trust Agreement, dated May 11, 2017, by and between the Company and Continental Stock Transfer Trust Company; |
A Warrant Agreement, dated May 11, 2017, by and between the Company and Continental Stock Transfer Trust Company; |
A Registration Rights Agreement, dated May 11, 2017, by and between the Company and NESR Holdings Ltd. (the Sponsor); |
A Letter Agreement, dated May 11, 2017, by and between the Company, the Sponsor and the officers and directors of the Company; and |
A Letter Agreement, dated May 11, 2017, by and between the Company and the Sponsor regarding administrative support. |
An Amended and Restated Private Placement Warrants Purchase Agreement, dated May 11, 2017, by and between the Company and the Sponsor. |
On May 17, 2017, the Company consummated its IPO of 21,000,000
units (the Units). Each Unit consists of one share of the
Companys ordinary shares, no par value (Ordinary Shares), and one
warrant (Public Warrant) to purchase one-half of one Ordinary
Share at an exercise price of $5.75 per half share ($11.50 per
whole share). The Units were sold at an offering price of $10.00
per Unit, generating gross proceeds of $210,000,000. The Company
has granted the underwriters a 45-day option to purchase up to
3,150,000 additional Units to cover over-allotments, if any.
Of the 21,000,000 Units sold, 6,000,000 were sold to lead
investors (as defined in the Registration Statement), who entered
into letter agreements with the Company in the form attached as
Exhibit 10.8 to the Registration Statement, to which they agreed
to hold their shares through the consummation of our initial
business combination and not seek redemption in connection
therewith.
Item 3.02. Unregistered Sales of Equity
Securities.
Simultaneously with the consummation of the IPO and the sale of
the Units, the Company consummated the private placement (Private
Placement) of 11,850,000 warrants (Placement Warrants) at a price
of $0.50 per Placement Warrant, generating total proceeds of
$5,925,000. The Placement Warrants, which were purchased by the
Companys Sponsor, are substantially similar to the Public
Warrants, except that if held by the original holders or their
permitted assigns, they (i) may be exercised for cash or on a
cashless basis, (ii) are not subject to being called for
redemption and (iii) subject to certain limited exceptions, will
be subject to transfer restrictions until 30 days following the
consummation of the Companys initial business combination. If the
Placement Warrants are held by holders other than its initial
holders, the Placement Warrants will be redeemable by the Company
and exercisable by holders on the same basis as the Public
Warrants.
Item 5.03. Amendments to Certificate of Incorporation or
Bylaws; Change in Fiscal Year.
On May 11, 2017, the Company filed its Amended and Restated
Memorandum and Articles of Association in the British Virgin
Islands. The terms of the Amended and Restated Memorandum and
Articles of Association are set forth in the Registration
Statement and are incorporated herein by reference. A copy of the
Amended and Restated Memorandum and Articles of Association is
attached as Exhibit 3.1 hereto and is incorporated by reference
herein.
Item 8.01. Other Events.
A total of $210,000,000 of the net proceeds from the IPO and the
Private Placement were placed in a trust account established for
the benefit of the Companys public stockholders at JP Morgan
Chase Bank, N.A., with Continental Stock Transfer Trust Company
acting as trustee. Except for the withdrawal of interest to pay
income taxes, none of the funds held in the trust account will be
released until the earlier of the completion of the Companys
initial business combination or the redemption of 100% of the
Ordinary Shares issued by the Company in the IPO if the Company
is unable to consummate an initial business combination within 24
months from the closing of the IPO.
Copies of the press releases issued by the Company announcing the
pricing of the IPO and the consummation of the IPO are included
as Exhibits 99.1 and 99.2, respectively, to this Current Report
on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
1.1 |
Underwriting Agreement, dated May 12, 2017, by and between the Company and Maxim |
3.1 | Amended and Restated Memorandum and Articles of Association |
4.1 |
Warrant Agreement, dated May 11, 2017, by and between Continental Stock Transfer Trust Company and the Company |
10.1 |
Investment Management Trust Agreement, dated May 11, 2017, by and between Continental Stock Transfer Trust Company and the Company |
10.2 |
Registration Rights Agreement, dated May 11, 2017, by and between the Company and NESR Holdings Ltd. |
10.3 |
Letter Agreement, dated May 11, 2017, by and among the Company, NESR Holdings Ltd. and the officers and directors of the Company |
10.4 |
Letter Agreement, dated May 11, 2017, by and between the Company and NESR Holdings Ltd regarding administrative support. |
10.5 |
Amended and Restated Private Placement Warrants Purchase Agreement, dated May 11, 2017, by and between the Company and NESR Holdings Ltd. |
99.1 | Press Release Announcing Pricing of IPO |
99.2 | Press Release Announcing Closing of IPO |
About National Energy Services Reunited Corp. (NASDAQ:NESRU)
National Energy Services Reunited Corp. is a blank check company. The Company formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination. The Company intends to focus its search on target businesses that operate in the energy services industry, with an emphasis on oil and gas services globally. The Company will either seek shareholder approval of its initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable and working capital released to us), or provide its shareholders with the opportunity to sell their shares to us by means of a tender offer. National Energy Services Reunited Corp. (NASDAQ:NESRU) Recent Trading Information
National Energy Services Reunited Corp. (NASDAQ:NESRU) closed its last trading session at with 133,854 shares trading hands.