425: National Energy Services Reunited Corp. Successfully Concludes Warrant Exchange Offer with Over 96% Participation

National Energy Services Reunited Corp. announced the successful expiration of its exchange offer and consent solicitation for outstanding warrants, achieving approximately 96.05% participation and enabling the full conversion of all remaining warrants.

Summary

• The exchange offer and consent solicitation for outstanding warrants expired on June 30, 2025, at 11:59 P.M., Eastern Time.
• Approximately 34,135,493 Warrants, or 96.05% of the outstanding Warrants, were validly tendered and not validly withdrawn.
• NESR expects to accept all validly tendered warrants for exchange and settlement on or before July 3, 2025.
• The Consent Solicitation received approval from approximately 96.05% of the outstanding Warrants for the Warrant Amendment, exceeding the required 50%.
• The Warrant Amendment permits the Company to convert each Warrant outstanding upon settlement of the Offer into 0.09 Ordinary Shares, which is a ratio 10% less than the exchange ratio applicable to the Offer.
• NESR expects to execute the Warrant Amendment concurrently with the Offer settlement and thereafter exercise its right to exchange all remaining untendered Warrants for Ordinary Shares, resulting in no Warrants remaining outstanding.
• The Registration Statement on Form F-4, registering the Company's Ordinary Shares issuable in the Offer, was declared effective by the SEC on June 24, 2025.

Sentiment

Score: 9

Explanation: The successful completion of the exchange offer with an exceptionally high participation rate and the ability to eliminate all outstanding warrants is a very positive development for the company's capital structure and future financial clarity.

Positives

• Achieved an exceptionally high participation rate of approximately 96.05% in the exchange offer and consent solicitation.
• Successfully secured approval for the Warrant Amendment with 96.05% of outstanding Warrants, significantly surpassing the 50% requirement.
• The ability to convert all remaining untendered warrants will simplify the capital structure by eliminating all outstanding warrants.
• The SEC declared the Registration Statement on Form F-4 effective, clearing a key regulatory hurdle for the share issuance.

Negatives

• Warrant holders who did not tender their warrants will be subject to a mandatory conversion at a ratio of 0.09 Ordinary Shares per warrant, which is 10% less favorable than the exchange ratio offered to participants.

Risks

• Forward-looking statements are subject to risks and uncertainties, including the risk that NESR may not be able to complete the exchange offer and consent solicitation as expected.

Future Outlook

NESR expects to accept all validly tendered warrants for exchange and settlement on or before July 3, 2025. The company also expects to execute the Warrant Amendment concurrently with the settlement of the Offer and thereafter exercise its right to exchange all remaining untendered Warrants for Ordinary Shares, following which no Warrants will remain outstanding.

Management Comments

• "NESR expects to accept all validly tendered warrants for exchange and settlement on or before July 3, 2025."
• "NESR expects to execute the Warrant Amendment concurrently with the settlement of the Offer, and thereafter, expects to exercise its right in accordance with the terms of the Warrant Amendment, to exchange all remaining untendered Warrants for shares of the Company's Ordinary Shares, following which, no Warrants will remain outstanding."

Industry Context

National Energy Services Reunited Corp. is an international, industry-leading provider of integrated energy services in the Middle East and North Africa (MENA) region, and one of the largest national oilfield services providers in the MENA and Asia Pacific regions. This announcement pertains to a corporate finance action (warrant restructuring) rather than broader industry trends.

Corporate Governance

Stakeholder Impact

• Warrant Holders: Those who tendered received Ordinary Shares at the offer ratio; those who did not tender will have their warrants mandatorily converted at a 10% less favorable ratio.
• Shareholders: Simplification of the capital structure by eliminating warrants reduces future dilution uncertainty and improves clarity.

Next Steps

• Acceptance and settlement of validly tendered warrants on or before July 3, 2025.
• Execution of the Warrant Amendment concurrently with the Offer settlement.
• Exercise of the right to exchange all remaining untendered Warrants for Ordinary Shares.

Key Dates

Keywords

National Energy Services Reunited Corp., NESR, Warrants, Exchange Offer, Consent Solicitation, Ordinary Shares, Capital Structure, SEC Filing, MENA, Oilfield Services, Energy Services