Sec Form 13D Filing - SCF Partners Inc. @ NATIONAL ENERGY SVCS REUNITED

Sec Form 13D Filing - SCF Partners Inc. filing for NATIONAL ENERGY SVCS REUNITED (NESR) - 2020-03-11

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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)

March 2, 2020

(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) 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 § 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 of SCF-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 of SCF-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 87,147,089 Ordinary Shares of the Issuer outstanding, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 20, 2019.

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 87,147,089 Ordinary Shares of the Issuer outstanding, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 20, 2019.

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 by SCF-VIII AIV, L.P. Reporting Person’s power is exercised by its sole general partner, LESA Cayman.

(2)	Based on 87,147,089 Ordinary Shares of the Issuer outstanding, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 20, 2019.

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 by SCF-VIII AIV, L.P. through its general partner, and holds power over shares held by SCF-VIII Offshore G.P.

(2)	Based on 87,147,089 Ordinary Shares of the Issuer outstanding, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November& #xA0;20, 2019.

CUSIP No. G6375R107


1		Name of Reporting Person SCF Partners, Inc.
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 Delaware

(1)

SCF Partners (as defined below) is the sole shareholder of LESA Cayman, and in that capacity may be deemed to beneficially own all of the Ordinary Shares deemed to be beneficially owned by LESA Cayman. LESA Cayman indirectly holds power over shares held by SCF-VIII AIV, L.P. through its general partner, and holds power over shares held by SCF-VIII Offshore G.P.

(2)	Based on 87,147,089 Ordinary Shares of the Issuer outstanding, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 20, 2019.

CUSIP No. G6375R107


1		Name of Reporting Person SCF-VIII, 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 Delaware

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

(2)	Based on 87,147,089 Ordinary Shares of the Issuer outstanding, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 20, 2019.

CUSIP No. G6375R107


1		Name of Reporting Person SCF-VIII, 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 Delaware

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

(2)	Based on 87,147,089 Ordinary Shares of the Issuer outstanding, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 20, 2019.

CUSIP No. G6375R107


1		Name of Reporting Person SCF GP LLC
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 Delaware

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

(2)	Based on 87,147,089 Ordinary Shares of the Issuer outstanding, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 20, 2019.

Item 1.

Security and Issuer.

This Amendment No. 2 (this “Amendment”) amends the information provided in the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2019, by SV3 Holdings Pte. Ltd., SCF-VIII AIV, L.P., SCF-VIII Offshore G.P., Limited Partnership, LESA Cayman Holdco, Ltd. and L.E. Simmons, as amended by Amendment No. 1 to thereto filed with the SEC on October 4, 2019, by the Reporting Persons (the “Original Schedule 13D”). This Amendment amends the Original Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as otherwise specified in this Amendment, all items left blank remain unchanged in all material respects and any items that are reported are deemed to amend and restate the corresponding items in the Original Schedule 13D. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Original Schedule 13D.

Item 2.

Identity and Background

Subparagraphs (a), (d) and (e) of Item 2 of the Original Schedule 13D are amended and restated in their entirety as follows:

(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 October 4, 2019.

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 (“LESA Cayman”);

SCF Partners, Inc., a Delaware corporation (f/k/a L.E. Simmons & Associates, Incorporated) (“SCF Partners”);

SCF-VIII, L.P., a Delaware limited partnership (“SCF-VIII, L.P.”);

SCF-VIII, G.P., Limited Partnership, a Delaware limited partnership (“SCF-VIII, G.P.”); and

SCF GP LLC, a Delaware limited liability company (“SCF GP”).

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

(d) – (e)

None of the Reporting Persons nor their respective executive officers, managers or directors (the “Listed Persons”) listed on Schedule 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.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is amended to add the following:

SCF-VIII, L.P. purchased an aggregate 1,603,687 Ordinary Shares for $12,516,194.05 in open market purchases between November 2019 and March 2020. The source of funds for the purchases was capital contributions from the limited partners of SCF-VIII, L.P. and its affiliates.

Item 5.

Interest in Securities of the Issuer.

Subparagraphs (a), (b) and (c) of Item 5 of the Original Schedule 13D are amended and restated in their entirety as follows:

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 7.8% of the outstanding Ordinary Shares.

SCF-VIII AIV, L.P. is the indirect beneficial owner of 4,550,000 Ordinary Shares, which constitutes 5.2% of the outstanding Ordinary Shares.

As a result of its role as the sole general partner of SCF-VIII AIV, L.P., SCF-VIII Offshore G.P. is the indirect beneficial owner of 4,550,000 Ordinary Shares, which constitutes 5.2% of the outstanding Ordinary Shares.

As a result of its role as the sole general partner of SCF-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 5.2% of the outstanding Ordinary Shares.

As a result of its role as the sole shareholder of LESA Cayman, SCF Partners may be deemed the indirect beneficial owner of the 4,550,000 Ordinary Shares directly owned by SV3, which constitutes 5.2% of the outstanding Ordinary Shares.

SCF-VIII, L.P. is the direct beneficial owner of 3,060,507 Ordinary Shares, which constitutes 3.5% of the outstanding Ordinary Shares.

As a result of its role as the sole general partner of SCF-VIII, L.P., SCF-VIII, G.P. is the indirect beneficial owner of 3,060,507 Ordinary Shares, which constitutes 3.5% of the outstanding Ordinary Shares.

As a result of its role as the sole general partner of SCF-VIII, G.P., SCF GP is the indirect beneficial owner of 3,060,507 Ordinary Shares, which constitutes 3.5% 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.

SCF Partners 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 S hares.

SCF-VIII, L.P. has shared voting power and shared dispositive power with respect to 3,060,507 Ordinary Shares and has sole voting power and sole dispositive power with respect to zero Ordinary Shares.

SCF-VIII, G.P. has shared voting power and shared dispositive power with respect to 3,060,507 Ordinary Shares and has sole voting power and sole dispositive power with respect to zero Ordinary Shares.

SCF GP has shared voting power and shared dispositive power with respect to 3,060,507 Ordinary Shares and has sole voting power and sole dispositive power with respect to zero Ordinary Shares.

(c)

On February 28, 2020, SCF-VIII, L.P. purchased 238,737 Ordinary Shares at a weighted average price of $7.93 per Ordinary Share in open market purchases. On March 2, 2020, SCF-VIII, L.P. purchased 761,263 Ordinary Shares at a weighted average price of $7.97 per Ordinary Share in open market purchases. On March 5, 2020, SCF-VIII, L.P. purchased 50,609 Ordinary Shares at a weighted average price of $7.65 per Ordinary Share in open market purchases. On March 6, 2020, SCF-VIII, L.P. purchased 3,245 Ordinary Shares at a weighted average price of $7.32 per Ordinary Share in open market purchases. On March 9, 2020, SCF-VIII, L.P. purchased 50,000 Ordinary Shares at a weighted average price of $6.71 per Ordinary Share in open market purchases.

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: March 11, 2020


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

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


SCF-VIII Offshore G.P., Limited Partnership

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

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


LESA Cayman Holdco, Ltd.

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


SCF Partners, Inc.

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


SCF-VIII, L.P.

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

By:		SCF GP LLC, its General Partner

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


SCF-VIII, G.P., Limited Partnership

By:		SCF GP LLC, its General Partner

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


SCF GP LLC

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

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 SCF Partners, Inc.).

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
Teresa Mattamouros Rezende	Managing Director	(1)	United States

SCF Partners, Inc.


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

SCF-VIII, L.P.


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

SCF-VIII, G.P., Limited Partnership


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

SCF GP LLC


Name	Present Principal Occupation or Employment	Business Address	Citizenship
L.E. Simmons	Chairman and Director	(1)	United States
David C. Baldwin	Co-President and Director	(1)	United States
Andrew L. Waite	Co-President and Director	(1)	United States
Anthony DeLuca	Managing Director, Chief Financial Officer and Director	(1)	United States
Theresa Eaton	Managing Director	(1)	United States
Sean Rice	Managing Director	(1)	United States

(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)