National Energy Services Reunited To Acquire Gulf Energy And National Petroleum Services For US$1.1 Billion In Reverse Takeover Transaction

Published: Nov 12 2017
Deal Summary

National Energy Services Reunited Corp. (NESR), a special purpose acquisition company, entered into definitive agreements to acquire Gulf Energy SAOC (GES), a provider of integrated oilfield service solutions, and National Petroleum Services (NPS), a provider of integrated energy services, for a purchase consideration of approximately US$1,100 million (MM), in a reverse takeover transaction. The transaction represents an estimated 2018-EBITDA multiple of 5.4x.

NESR agreed to acquire NPS from a consortium led by Fajr Capital Limited, a private equity firm. The consortium includes Fajr Capital, Arab Petroleum Investments Corporation (APICORP), Al Waha Capital P.J.S.C. and other regional institutional investors. Following the completion of the transaction, the sellers will exit their investment in NPS.

NESR will fund the transaction with US$229 MM of cash and equity contributions from SCF Partners and other notable regional and international investors.

GES and NPS are oilfield services companies that collectively provide a mix of drilling, completion and production services and equipment in the Middle East and North Africa (MENA) and Asia Pacific regions.

JPMorgan Chase & Co is acting as financial advisor to NESR, while Citigroup Inc is acting as financial advisor and Freshfields Bruckhaus Deringer LLP is acting as legal advisor to the sellers of NPS in the transaction. Maxim Group LLC and National Bank of Canada Financial Inc. are acting as underwriters in the transaction.

The transaction will enable NESR to be a regional oilfield services provider in the MENA region.

The transaction is expected to be completed by the first quarter of 2018, subject to approval from NESR shareholders and US Securities and Exchange Commission, and other customary closing conditions.

Hilal Al Busaidy, CEO and co-founder of Gulf Energy, said, “We see this business combination as an excellent way to integrate two complementary businesses with highly-experienced operators, allowing the combined entity to further strengthen our footprint across key markets.”

Adnan Ghabris, CEO of National Petroleum, said, “The combination of GES and NPS will provide clients with more than a dozen services across more than 10 countries in Middle East and North Africa. The combined company will be a comprehensive provider of services with a scalable platform in the region. This will create the largest indigenous MENA-focused oilfield services player.”

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