UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

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)

 

August 30, 2019

(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 13D Page 2 of 11

 

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

 

16,292,424**

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

16,292,424**

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,292,424**

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [  ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.7%***

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 16,292,424 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 87,147,089 outstanding Ordinary Shares, as reported on the Issuer’s Registration Statement on Form F-3, as filed with the Securities and Exchange Commission on August 23, 2019.

 

 

 

 

CUSIP No. G6375R107 13D Page 3 of 11

 

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

 

16,292,424*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

16,292,424*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

 

16,292,424*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [  ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  

 

18.7%**

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  

 

OO

 

* Consists of 16,292,424 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 87,147,089 outstanding Ordinary Shares, as reported on the Issuer’s Registration Statement on Form F-3, as filed with the Securities and Exchange Commission on August 23, 2019.

 

 

 

 

CUSIP No. G6375R107 13D Page 4 of 11

 

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

 

16,292,424*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

16,292,424*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

 

16,292,424*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [  ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.7%**

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

* Consists of 16,292,424 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 87,147,089 outstanding Ordinary Shares, as reported on the Issuer’s Registration Statement on Form F-3, as filed with the Securities and Exchange Commission on August 23, 2019.

 

 

 

 

CUSIP No. G6375R107 13D Page 5 of 11

 

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

 

16,292,424*

9

SOLE DISPOSITIVE POWER

 

275,512*

10

SHARED DISPOSITIVE POWER

 

16,292,424*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,567,936*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [  ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  

 

19.0%**

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  

 

IN

 

* Consists of (i) 16,292,424 Ordinary Shares held by Mubbadrah and (ii) 275,512 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 87,147,089 outstanding Ordinary Shares, as reported on the Issuer’s Registration Statement on Form F-3, as filed with the Securities and Exchange Commission on August 23, 2019.

 

 
 

 

CUSIP No. G6375R107 13D Page 6 of 11

 

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  

 

16,292,424*      

9

SOLE DISPOSITIVE POWER  

 

621,212*      

10

SHARED DISPOSITIVE POWER  

 

16,292,424*      

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,913,636*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [  ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.4%**

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  

 

IN

 

* Consists of (i) 16,292,424 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 87,147,089 outstanding Ordinary Shares, as reported on the Issuer’s Registration Statement on Form F-3, as filed with the Securities and Exchange Commission on August 23, 2019.

 

 
 

 

CUSIP No. G6375R107 13D Page 7 of 11

 

This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on September 27, 2018, by Mubbadrah Investments LLC, an 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 “Original Schedule 13D”). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Original Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Original Schedule 13D is not amended or supplemented in any respect, and the disclosures set forth in the Original Schedule 13D, other than as amended herein are incorporated by reference herein.

 

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.

 

On June 28, 2019, Mubbadrah transferred 140,000 ordinary shares to a third party in a private transaction.

 

This Amendment reports the sale by Mubbadrah in open market transactions from July 1, 2019 through September 19, 2019, of 910,000 ordinary shares of the Issuer as described on Schedule A, the sale by Mr. Al Barami in open market transactions from March 19, 2019 through September 10, 2019, of 345,700 ordinary shares of the Issuer as described on Schedule B, and the purchase by Mubbadrah in an open market transaction on September 20, 2019, of 100,000 ordinary shares for $6.92 per share.

 

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/A is incorporated by reference. The percentage set forth in row 13 is based upon 87,147,089 outstanding Ordinary Shares, as reported on the Issuer’s Registration Statement on Form F-3, as filed with the Securities and Exchange Commission on August 23, 2019.
     
  (b) The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D/A 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/A.
     
  (e) Not applicable.

 

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 (the “GES Stockholders”) 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/A.

 

 
 

 

CUSIP No. G6375R107 13D Page 8 of 11

 

The GES Stock Purchase Agreement provides a contractual right to Mubbadrah to nominate two members to be appointed to the Board of Directors of the Issuer.

 

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/A.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit Number   Description of Exhibits
     
7.1   Joint Filing Agreement, dated October 7, 2018 (incorporated by reference to Exhibit 7.1 to the Original Schedule 13D)
     
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).

 

 
 

 

CUSIP No. G6375R107 13D Page 9 of 11

 

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: October 8, 2019

 

  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

 

 
 

 

CUSIP No. G6375R107 13D Page 10 of 11

 

SCHEDULE A

 

Class of Security   Date of Sale   Shares Sold   Average Price Per Share Sold ($)  
Ordinary Shares   7/1/2019   146,772   $ 8.6931  
Ordinary Shares   7/2/2019   114   $ 8.5000  
Ordinary Shares   7/3/2019   30,063   $ 8.5097  
Ordinary Shares   7/8/2019   10,000   $ 8.3031  
Ordinary Shares   7/9/2019   10,000   $ 8.2803  
Ordinary Shares   7/10/2019   10,000   $ 8.3789  
Ordinary Shares   7/11/2019   33,051   $ 8.5419  
Ordinary Shares   7/12/2019   10,000   $ 8.3298  
Ordinary Shares   7/15/2019   10,000   $ 8.1497  
Ordinary Shares   7/16/2019   10,000   $ 8.0918  
Ordinary Shares   7/17/2019   10,000   $ 8.1070  
Ordinary Shares   7/18/2019   10,000   $ 8.0826  
Ordinary Shares   7/19/2019   10,000   $ 8.1428  
Ordinary Shares   7/22/2019   10,000   $ 8.1064  
Ordinary Shares   7/23/2019   10,000   $ 8.1581  
Ordinary Shares   7/24/2019   10,000   $ 8.3256  
Ordinary Shares   7/25/2019   10,000   $ 8.1347  
Ordinary Shares   7/26/2019   10,000   $ 8.1264  
Ordinary Shares   7/29/2019   10,000   $ 7.8754  
Ordinary Shares   7/30/2019   10,000   $ 7.8700  
Ordinary Shares   7/31/2019   10,000   $ 8.0832  
Ordinary Shares   8/1/2019   10,000   $ 8.1664  
Ordinary Shares   8/2/2019   10,000   $ 8.3349  
Ordinary Shares   8/5/2019   10,000   $ 8.1384  
Ordinary Shares   8/6/2019   10,000   $ 7.9004  
Ordinary Shares   8/7/2019   10,000   $ 7.9622  
Ordinary Shares   8/8/2019   10,000   $ 7.9962  
Ordinary Shares   8/9/2019   10,000   $ 7.9690  
Ordinary Shares   8/12/2019   10,000   $ 7.8258  
Ordinary Shares   8/13/2019   10,000   $ 7.9225  
Ordinary Shares   8/14/2019   10,000   $ 7.4146  
Ordinary Shares   8/15/2019   10,000   $ 7.5571  
Ordinary Shares   8/16/2019   10,000   $ 7.6727  
Ordinary Shares   8/19/2019   10,000   $ 7.8365  
Ordinary Shares   8/20/2019   10,000   $ 7.7902  
Ordinary Shares   8/21/2019   10,000   $ 7.8211  
Ordinary Shares   8/22/2019   10,000   $ 7.6471  
Ordinary Shares   8/23/2019   10,000   $ 7.4324  
Ordinary Shares   8/26/2019   10,000   $ 7.4945  
Ordinary Shares   8/27/2019   10,000   $ 7.5339  
Ordinary Shares   8/27/2019   10,000   $ 7.6476  
Ordinary Shares   8/29/2019   10,000   $ 7.7190  
Ordinary Shares   8/30/2019   10,000   $ 7.6672  
Ordinary Shares   9/3/2019   10,000   $ 7.6671  
Ordinary Shares   9/4/2019   25,000   $ 7.7063  
Ordinary Shares   9/5/2019   25,000   $ 7.7299  
Ordinary Shares   9/6/2019   25,000   $ 7.6501  
Ordinary Shares   9/9/2019   25,000   $ 7.6452  
Ordinary Shares   9/10/2019   25,000   $ 7.6319  
Ordinary Shares   9/11/2019   25,000   $ 7.6569  
Ordinary Shares   9/12/2019   25,000   $ 7.6869  
Ordinary Shares   9/13/2019   25,000   $ 7.6937  
Ordinary Shares   9/16/2019   25,000   $ 7.7944  
Ordinary Shares   9/17/2019   25,000   $ 7.4291  
Ordinary Shares   9/18/2019   25,000   $ 7.1530  
Ordinary Shares   9/19/2019   25,000   $ 6.9784  
                 
    Total   910,000        

 

 
 

 

CUSIP No. G6375R107 13D Page 11 of 11

 

SCHEDULE B

 

Class of Security   Date of Sale   Shares sold   Average Price Per Share Sold ($)  
Ordinary Shares   3/19/2019   150,000   $ 9.97  
Ordinary Shares   4/1/2019   8,200   $ 10.30  
Ordinary Shares   4/2/2019   10,700   $ 10.25  
Ordinary Shares   4/3/2019   1,800   $ 10.25  
Ordinary Shares   4/9/2019   5,500   $ 10.2527  
Ordinary Shares   4/11/2019   61,500   $ 10.0322  
Ordinary Shares   4/12/2019   8,000   $ 10.00  
Ordinary Shares   5/7/2019   50,000   $ 10.4009  
Ordinary Shares   8/22/2019   6,116   $ 7.80  
Ordinary Shares   9/4/2019   2,500   $ 7.80  
Ordinary Shares   9/9/2019   31,095   $ 7.60  
Ordinary Shares   9/10/2019   10,289   $ 7.64  
                 
    Total   345,700