Simmons L E SC 13D National Energy Services Reunited Corp.

Simmons L E Inactive SC 13DNational Energy Services Reunited Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

National Energy Services Reunited Corp.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

G6375R107

(CUSIP Number)

Anthony DeLuca

SCF Partners

600 Travis Street, Suite 6600

Houston, Texas 77002

(713)227-7888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 6, 2018

(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 that is the subject of this Schedule 13D, and is filing this schedule because of§§240.13d-1(e),240.13d-1(f) or240.13d-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§ 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


1		Name of Reporting Person SV3 Holdings Pte. Ltd.
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Singapore

(1)

SV3 (as defined below) is owned by two private equity funds:SCF-VIII AIV, L.P. and Viburnum Funds Pty Ltd.SCF-VIII AIV, L.P. has a 66 2/3% ownership interest in SV3 and Viburnum Funds Pty Ltd. has a 33 1/3% ownership interest in SV3. Each ofSCF-VIII AIV, L.P. and Viburnum Funds Pty Ltd. may be deemed to share voting and dispositive control over the Ordinary Shares held by SV3. Each ofSCF-VIII AIV, L.P. and Viburnum Funds Pty Ltd. disclaim beneficial ownership of any Ordinary Shares held or beneficially owned by SV3, except to the extent of each of their pecuniary interests therein.

(2)	Based on 85,562,769 Ordinary Shares of the Issuer outstanding, as reported in the Issuer’s Form6-K filed with the Securities and Exchange Commission on November 8, 2018.

CUSIP No. G6375R107


1		Name of Reporting Person SCF-VIII AIV, L.P.
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands

(1)	Power is exercised through Reporting Person’s general partner,SCF-VIII Offshore G.P. (as defined below), and its sole general partner, LESA Cayman (as defined below).

(2)	Based on 85,562,769 Ordinary Shares of the Issuer outstanding, as reported in the Issuer’s Form6-K filed with the Securities and Exchange Commission on November 8, 2018.

CUSIP No. G6375R107


1		Name of Reporting Person SCF-VIII Offshore G.P., Limited Partnership
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands

(1)	Reporting Person holds power over shares held bySCF-VIII AIV, L.P. Reporting Person’s power is exercised by its sole general partner, LESA Cayman.

(2)	Based on 85,562,769 Ordinary Shares of the Issuer outstanding, as reported in the Issuer’s Form6-K filed with the Securities and Exchange Commission on November 8, 2018.

CUSIP No. G6375R107


1		Name of Reporting Person LESA Cayman Holdco, Ltd.
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands

(1)	Reporting Person holds power over shares held bySCF-VIII AIV, L.P. through its general partner, and holds power over shares held bySCF-VIII Offshore G.P.

(2)	Based on 85,562,769 Ordinary Shares of the Issuer outstanding, as reported in the Issuer’s Form6-K filed with the Securities and Exchange Commission on November 8, 2018.

CUSIP No. G6375R107


1		Name of Reporting Person L.E. Simmons
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America

(1)

L.E. Simmons is the sole shareholder of LESA Cayman, and in that capacity may be deemed to beneficially own all of the Ordinary Shares, no par value, of National Energy Services Reunited Corp. deemed to be beneficially owned by LESA Cayman. LESA Cayman indirectly holds power over shares held bySCF-VIII AIV, L.P. through its general partner, and holds power over shares held bySCF-VIII Offshore G.P.

(2)	Based on 85,562,769 Ordinary Shares of the Issuer outstanding, as reported in the Issuer’s Form6-K filed with the Securities and Exchange Commission on November 8, 2018.

Item 1.

Security and Issuer.

This statement on Schedule 13D (this “Schedule 13D”) relates to the Ordinary Shares, no par value (“Ordinary Shares”), of National Energy Services Reunited Corp., a British Virgin Islands company (the “Issuer”). The principal executive offices of the Issuer are located at 777 Post Oak Blvd., Suite 730, Houston, Texas 77056.

Item 2.

Identity and Background

(a)

This Schedule 13D is filed jointly by each of the below persons (each individually, a “Reporting Person” and collectively, the “Reporting Persons”). The Reporting Persons have entered into a joint filing agreement, dated February 14, 2019, a copy of which is attached hereto as Exhibit 99.1.

SV3 Holdings Pte. Ltd., a Singapore private limited company (“SV3”);

SCF-VIII AIV, L.P., a Cayman Islands exempted limited partnership;

SCF-VIII Offshore G.P., Limited Partnership, a Cayman Islands exempted limited partnership (“SCF-VIII Offshore G.P.”);

LESA Cayman Holdco, Ltd., a Cayman Islands exempted company (“LESACayman”); and

L.E. Simmons, a natural person residing in the State of Texas and a citizen of the United States of America.

Certain information required by this Item 2 concerning the executive officers, directors and managers of the Reporting Persons is set forth onSchedule I attached hereto, which is incorporated into this Item 2 by reference.

(b)

The address of the principal business and principal office of each of the Reporting Persons (other than SV3) is 600 Travis Street, Suite 6600, Houston, Texas 77002. The address of the principal business and principal office of SV3 is 80 Robinson Road,#02-00, Singapore 068898.

(c)

The principal business of each of the Reporting Persons is as follows:

The principal business of SV3 is the ownership of equity interests of various entities.

The principal business ofSCF-VIII AIV, L.P. is the ownership of equity interests of various entities.

The principal business ofSCF-VIII Offshore G.P. is the ownership of general partner interests ofSCF-VIII AIV, L.P.

The principal business of LESA Cayman is the ownership of equity interests of various entities.

The principal occupation of L.E. Simmons is serving as the Chairman of L.E. Simmons & Associates, Incorporated, a Delaware corporation (“LESA”).

(d) – (e)

None of the Reporting Persons nor their respective executive officers, managers or directors (the “Listed Persons”) listed onSchedule I hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been 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.

(f)

See Item 2(a) for the citizenship of L.E. Simmons.

Item 3.

Source and Amount of Funds or Other Consideration.

SV3 was formed for the purpose of acquiring a minority interest in Gulf Energy S.A.O.C. (“GES”). On or about October 20, 2017, SV3 invested $68.25 million into GES in exchange for 136,500 shares, or 27.3% of the issued shares of GES. On November 12, 2017, SV3 entered into a Contribution Agreement (as defined below) with the Issuer pursuant to which SV3 agreed

to exchange its shares of GES for the Issuer’s Ordinary Shares at an exchange ratio equal to $10.00 per share for SV3’s net cost to acquire the shares of GES, upon consummation of the business combination (the “Business Combination”) of the Issuer with GES and NPS Holdings Limited (“NPS”).

Item 4.

Purpose of Transaction.

The Reporting Persons acquired the Ordinary Shares reported on this Schedule 13D pursuant to that certain Contribution Agreement (the “Contribution Agreement”), dated as of November 12, 2017, by and between SV3 and the Issuer, pursuant to which SV3 agreed to exchange its shares of GES for the Issuer’s Ordinary Shares at an exchange ratio equal to $10.00 per share for SV3’s net cost to acquire the shares of GES, upon consummation of the Business Combination. On June 6, 2018, the Issuer and the other parties completed the transactions contemplated by the Business Combination.

Effective at the closing of the Business Combination, Andrew L. Waite,Co-President of LESA, was appointed to the board of directors of the Issuer pursuant to that certain Voting Agreement, dated as of June 6, 2018, by and between the Issuer, NESR Holdings Ltd. and SV3 (the “Voting Agreement”).

Each of the Reporting Persons may make additional purchases of Ordinary Shares either in the open market or in private transactions depending on each Reporting Person’s business, prospects and financial condition, the market for the Ordinary Shares, general economic conditions, stock market conditions and other future developments.

The Reporting Persons currently hold such shares for investment purposes, subject to the following. The following describes plans or proposals that the Reporting Persons may have with respect to the matters set forth in Item 4(a)-(j) of Schedule 13D:

(a)

None.

(b)

None.

(c)

None.

(d)

None.

(e)

None.

(f)

None.

(g)

None.

(h)

None.

(i)

None.

(j)

The Reporting Persons do not have, as of the date of this Schedule 13D, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Ordinary Shares reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.

Item 5.

Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D is hereby incorporated by reference.

(a)

The aggregate number and percentage of Ordinary Shares beneficially owned by each of the Reporting Persons is as follows:

SV3 is the direct beneficial owner of 6,825,000 Ordinary Shares, which constitutes 8.0% of the outstanding Ordinary Shares.

SCF-VIII AIV, L.P. is the indirect beneficial owner of 4,550,000 Ordinary Shares, which constitutes 5.3% of the outstanding Ordinary Shares.

As a result of its role as the sole general partner ofSCF-VIII AIV, L.P.,SCF-VIII Offshore G.P. is the indirect beneficial owner of 4,550,000 Ordinary Shares, which constitutes 5.3% of the outstanding Ordinary Shares.

As a result of its role as the sole general partner ofSCF-VIII Offshore G.P., LESA Cayman may be deemed the indirect beneficial owner of the 4,550,000 Ordinary Shares directly owned by SV3, which constitutes 5.3% of the outstanding Ordinary Shares.

As a result of his role as the sole shareholder of LESA Cayman, Mr. Simmons may be deemed the indirect beneficial owner of the 4,550,000 Ordinary Shares directly owned by SV3, which constitutes 5.3% of the outstanding Ordinary Shares.

(b)

The power to vote and dispose of the Ordinary Shares beneficially owned by each of the Reporting Persons is as follows:

SV3 has shared voting power and shared dispositive power with respect to 6,825,000 Ordinary Shares and has sole voting power and sole dispositive power with respect to zero Ordinary Shares.

SCF-VIII AIV, L.P. has shared voting power and shared dispositive power with respect to 4,550,000 Ordinary Shares and has sole voting power and sole dispositive power with respect to zero Ordinary Shares.

SCF-VIII Offshore G.P. has shared voting power and shared dispositive power with respect to 4,550,000 Ordinary Shares and has sole voting power and sole dispositive power with respect to zero Ordinary Shares.

LESA Cayman has shared voting power and shared dispositive power with respect to 4,550,000 Ordinary Shares and has sole voting power and sole dispositive power with respect to zero Ordinary Shares.

Mr. Simmons has shared voting power and shared dispositive power with respect to 4,550,000 Ordinary Shares and has sole voting power and sole dispositive power with respect to zero Ordinary Shares.

(c)

There have been no reportable transactions with respect to the Ordinary Shares within the last 60 days by the Reporting Persons.

(d)

Except as otherwise described herein, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Ordinary Shares beneficially owned by the Reporting Persons.

(e)

Not applicable.

Item 6.

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

The information set forth in Item 4 is hereby incorporated by reference.

In connection with the entry into the Contribution Agreement, the Issuer, NESR Holdings Ltd. and SV3 entered the Voting Agreement. The Voting Agreement provides that the board of directors of the Issuer (the “Board”) will nominate for election to the Board a person nominated by SV3, and SV3 shall be entitled to have two representatives attend all meetings of the Board in a nonvoting capacity (each, a “board observer”), as long as SV3 and its private equity owners continue to hold at least 60% of the total number of Ordinary Shares of the Issuer acquired pursuant to the Contribution Agreement. However, if a director is duly elected and serving, SV3 shall only have the right to designate one board observer. Effective at the closing of the Business Combination, Andrew L. Waite,Co-President of LESA, was appointed to the board of directors of the Issuer pursuant to the Voting Agreement. If SV3 owns less than 60% of the Ordinary Shares acquired but more than 1% of the total outstanding Ordinary Shares of the Issuer, then SV3 shall only have the right to designate one board observer.

The foregoing description of the Voting Agreement set forth in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, which is incorporated by reference asExhibit A.

In connection with the entry into the Contribution Agreement, the Issuer and SV3 entered into a Registration Rights Agreement, dated as of June 6, 2018 (the “Registration Rights Agreement”). Under the Registration Rights Agreement, SV3 has the right to participate in certain future underwritten public offerings of Ordinary Shares, subject to certain conditions, and the right to initiate an underwritten public offering of Ordinary Shares, subject to certain conditions.

The foregoing description of the Registration Rights Agreement set forth in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is incorporated by reference asExhibit B.

Item 7.

Materials to be Filed as Exhibits

The following documents are filed as exhibits:



Exhibit A		Voting Agreement, dated as of June 6, 2018, by and among National Energy Services Reunited Corp., NESR Holdings Ltd. and SV3 Holdings Pte. Ltd.

Exhibit B		Registration Rights Agreement, dated as of June 6, 2018, by and between SV3 Holdings Pte. Ltd. and National Energy Services Reunited Corp.

Exhibit 99.1		Joint Filing Agreement, dated February 14, 2019, by and among the Reporting Persons.

Signatures

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: February 14, 2019


SV3 Holdings Pte. Ltd.

By:

/s/ Anthony DeLuca
Name: Anthony DeLuca
Title: Managing Director


SCF-VIII AIV, L.P.

By:		SCF-VIII Offshore G.P., Limited Partnership, its General Partner

By:		LESA Cayman Holdco, Ltd., its General Partner

/s/ Anthony DeLuca
Name: Anthony DeLuca
Title: Managing Director


SCF-VIII Offshore G.P., Limited Partnership

By:		LESA Cayman Holdco, Ltd., its General Partner

/s/ Anthony DeLuca
Name: Anthony DeLuca
Title: Managing Director


LESA Cayman Holdco, Ltd.

/s/ Anthony DeLuca
Name: Anthony DeLuca
Title: Managing Director


L.E. Simmons

/s/ L.E. Simmons
Name: L.E. Simmons, individually

SCHEDULE I

The name and business address of each of the executive officers, managers and directors of each of the Reporting Persons are set forth below. The present principal occupation or employment of each of the executive officers, managers and directors of each of the Reporting Persons are also set forth below (outside of similar positions held with respect to other entities directly or indirectly managed or advised by LESA).

SV3 Holdings Pte. Ltd.


Name	Present Principal Occupation or Employment	Business Address	Citizenship
Jeffrey William Ewen	Director	(2)	British
Yang Jun	Associate	(2)	Singapore
Marshall Kipling Allen	Director	(2)	Australia
Melanie Patricia Hay	Director	(2)	Australia
Andrew L. Waite	Co-President	(1)	United States
Anthony Deluca	Managing Director and Chief Financial Officer	(1)	United States

SCF-VIII AIV, L.P.


Name	Present Principal Occupation or Employment	Business Address	Citizenship
Anthony Deluca	Managing Director and Chief Financial Officer	(1)	United States

SCF-VIII Offshore G.P., Limited Partnership


Name	Present Principal Occupation or Employment	Business Address	Citizenship
N/A

LESA Cayman Holdco, Ltd.


Name	Present Principal Occupation or Employment	Business Address	Citizenship
L.E. Simmons	Chairman	(1)	United States
David C. Baldwin	Co-President	(1)	United States
Andrew L. Waite	Co-President	(1)	United States
Anthony DeLuca	Managing Director and Chief Financial Officer	(1)	United States
Theresa Eaton	Managing Director	(1)	United States
Sean Rice	Managing Director	(1)	United States
Hossam Elbadawy	Managing Director	(1)	United States
Chris Petersen	Vice President	(1)	United States
Teresa Mattamouros Rezende	Vice President	(1)	United States
Richard Gaut	Vice President	(1)	United States

L.E. Simmons


Name	Present Principal Occupation or Employment	Business Address	Citizenship
N/A

(1)	600 Travis Street, Suite 6600, Houston, Texas 77002.

(2)	80 Robinson Road,#02-00, Singapore 068898.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH

Sole Voting Power

0

Shared Voting Power

6,825,000⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

6,825,000⁽¹⁾