J.P. Morgan acted as the sole financial advisor to NESR on its acquisitions of NPS and GES. Citigroup and Freshfields Bruckhaus Deringer acted as the sell-side advisers to NPS. Maxim Group LLC and National Bank of Canada Financial Inc. acted as underwriters.
National Energy Services Reunited Corp. (NASDAQ:NESR) has entered into definitive agreements to combine with Gulf Energy SAOC and National Petroleum Services (“NPS”) for an aggregate purchase price of approximately $1.1 billion, or 5.4x the Company’s estimated 2018 EBITDA. GES and NPS are leading regional oilfield services companies offering a mix of drilling, completion and production services and equipment in the MENA and Asia Pacific regions. Following closing, the Company’s primary operating locations will be in Dammam, Saudi Arabia, Muscat, Oman and Dubai, UAE, with local headquarters in Houston, Texas. More than 3,000 people will be employed in more than a dozen countries across the region. Upon closing, the Company plans to retain the leadership of both GES and NPS in management, senior advisory roles or board positions.
NESR is funding the transaction with $229 million of cash and equity contributions from SCF Partners and other notable regional and international investors. The majority of the existing stakeholders in GES and NPS plan to maintain their position in the Company, and receive a significant portion of their consideration in NESR shares. NESR has also secured a backstop of up to $100 million to help fund any potential redemptions requested by NESR shareholders in connection with the business combination. The transaction was structured to balance the interests of management, employees and stockholders.
NPS is one of the leading providers of integrated energy services in the MENA region, having established long-term relationships with leading international and national oil companies and built a strong market presence in GCC (Gulf Cooperation Council) countries. Led by CEO Adnan Ghabris since 2008, NPS shareholders are among the most significant investors in the region.
Founded in 2005 by Hilal Al-Busaidy and Yasser Al Barami, GES is a provider of high-quality, integrated oilfield service solutions in the MENA region. It has cultivated key relationships with the major upstream operators in Oman and in other international markets.
The business combination creates a leading regional player in a market which is expected to grow substantially. NESR is well positioned to benefit from revenue and cost synergies and significant in-country value creation through the delivery of superior service and technology. The combined Company presents a more attractive partner for incremental M&A in the area, and provides a platform for global oilfield technology firms to gain exposure to the region.
Ogier has acted as British Virgin Islands counsel to NASDAQ listed National Energy Services Reunited Corp. with a team including Michael Killourhy (Picture), Rebecca Clark and Laura Malpass.
Law Firms: Ogier LLP;
Clients: National Energy Services Reunited Corp.;