Weatherford Completes Acquisition of NCS Multistage

Weatherford International completed its acquisition of NCS Multistage on September 1, bringing the Houston-based completions and reservoir-diagnostics specialist under Weatherford and ending NCS Multistage’s run as an independent public company. NCS became a wholly owned Weatherford subsidiary when Weatherford’s merger subsidiary combined with NCS, with NCS continuing as the surviving company.

The closing converts former NCS Multistage shareholders into Weatherford shareholders, cash recipients, or both, depending on their election and the deal’s proration rules. NCS common stock ceased trading under the NCSM ticker and will no longer be listed on the Nasdaq Capital Market.

Weatherford announced the completion on September 1, three months after the companies disclosed their definitive agreement. The oilfield-services company said NCS adds technology and expertise in well completions, reservoir diagnostics and well-performance solutions, areas Weatherford expects to combine with its existing well construction, production-optimization and intervention offerings.

Shareholders receive Weatherford stock or a stock-and-cash mix

The final exchange mechanics were more detailed than the rounded ratios in Weatherford’s closing announcement. Under the merger agreement, each eligible NCS share could be exchanged for 0.5537 Weatherford ordinary shares, with no cap or proration on that all-share choice. The alternative consisted of 0.2392 Weatherford shares plus cash equal to the value of 0.1371 Weatherford shares, calculated using Weatherford’s August 31 closing price of $97.77. The cash portion was subject to an overall cap and proration.

NCS’s September 1 Form 8-K reported that holders of about 55% of the shares eligible to make an election chose the mixed form. After applying the proration provisions, about 99.2% of those shares will receive the mixed consideration and roughly 0.8% will receive the all-share consideration. The remaining roughly 45% of eligible shares either chose the all-share option, did not make a valid election, or did not submit a valid election form by the August 31 deadline, and those holders will receive the all-share form.

The merger agreement had already cleared the shareholder approval hurdle before the closing date. Holders of more than 50% of NCS’s outstanding common stock approved the agreement by written consent on May 31, so no additional NCS shareholder vote was required. Weatherford and NCS had also said when announcing the deal in June that their boards had approved it, subject to customary closing conditions and regulatory approvals.

Completion also changed NCS’s financing and governance arrangements. The company said all outstanding commitments under its 2022 credit agreement were terminated at closing, outstanding obligations under that facility were paid in full, and the related liens and guarantees were released. NCS also asked Nasdaq to halt trading before the September 1 open and withdraw the shares from listing, with the company planning to seek termination of its remaining public-reporting registration through a Form 15 filing.

NCS adds a focused completions business to a much larger platform

NCS Multistage supplies engineered products and services used in oil and natural gas well construction, completions and field-development programs. Its products are used primarily by exploration and production companies, including in horizontal wells across unconventional and conventional formations. The company has operated across North America and selected international markets including the North Sea, the Middle East and Argentina.

That footprint is central to Weatherford’s stated rationale. When the acquisition was announced in June, Weatherford said NCS would expand its well-completions offering, deepen its exposure to unconventional resources and give NCS products a route into more international markets through Weatherford’s existing customer network. At closing, Weatherford again emphasized the combination of NCS’s completions and reservoir-diagnostics capabilities with its broader well-lifecycle portfolio and said the acquisition strengthens its position in North America.

NCS is a relatively small addition compared with Weatherford’s existing operations. NCS reported second-quarter revenue of $38.4 million, up 5% from a year earlier, but posted a net loss attributable to the company of $4.6 million and adjusted EBITDA of $1.9 million. It ended June with $31.3 million of cash and $7.5 million of total debt, consisting entirely of finance-lease obligations. The quarter also included higher professional fees tied in part to work on the Weatherford acquisition.

Weatherford, by comparison, generated $1.105 billion of revenue in the second quarter, along with $223 million of adjusted EBITDA and $139 million of adjusted free cash flow. Its North American revenue was $205 million, down 15% from a year earlier, while international revenue totaled $900 million. The difference in scale makes NCS a bolt-on acquisition rather than a merger of similarly sized businesses, but its technology focus fits directly within Weatherford’s completions strategy.

Integration now becomes the test of the acquisition

Weatherford has set a financial target for the integration but has not presented the expected savings as already achieved. At the time the agreement was announced, management said it expected at least $15 million of annual run-rate cost synergies within 18 months of closing and expected the acquisition to be immediately accretive to adjusted free cash flow per share. Those figures remain forward-looking targets that depend on the integration progressing as planned.

The company has also pointed to revenue opportunities rather than cost savings alone. Weatherford expects its international presence to help expand deployment of NCS technologies outside their existing markets, while NCS broadens Weatherford’s ability to serve customers from well design and completion through production optimization and later-life intervention. The closing announcement did not quantify expected revenue synergies.

NCS’s former board members and certain officers resigned from their board or officer roles at the effective time, as contemplated by the merger agreement. The SEC filing states that those resignations were not due to disagreements over NCS operations, policies or practices, and it distinguishes those corporate-office changes from employment status where applicable. Weatherford-appointed directors and officers then took control of the surviving NCS entity.

Weatherford Chief Executive Girish Saligram said the company’s focus after closing is on disciplined integration and execution. The first concrete financial benchmark is now the synergy plan disclosed in June: at least $15 million of annual run-rate cost savings within 18 months of the September 1 closing, alongside management’s expectation that the acquisition will add to adjusted free cash flow per share.