Amendment: SEC Form SCHEDULE 13D/A filed by Expro Group Holdings N.V.
$XPRO
Oilfield Services/Equipment
Energy
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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Expro Group Holdings N.V. (Name of Issuer) |
Common Stock, (euro)0.06 nominal value per share (Title of Class of Securities) |
N3144W105 (CUSIP Number) |
William H. Bohnsack, Jr.
Oak Hill Advisors, L.P., One Vanderbilt Avenue - 16th Floor
New York, NY, 10017
(212) 884-0384
Oak Hill Advisors, L.P., One Vanderbilt Avenue - 16th Floor
New York, NY, 10017
(212) 884-0384
Adriana Schwartz, Esq.
Seward & Kissel LLP, One Battery Park Plaza
New York, NY, 10004
212-574-1415
Seward & Kissel LLP, One Battery Park Plaza
New York, NY, 10004
212-574-1415
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/17/2026
(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.
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).
SCHEDULE 13D
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| CUSIP Number(s): | N3144W105 |
| 1 |
Name of reporting person
Oak Hill Advisors, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,961,960.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
Includes (i) 198,154 shares of Common Stock underlying options and (ii) as disclosed in Item 6, 17,104 unvested restricted stock units and 38,189 restricted stock units that have vested which are held by Eitan Arbeter, an employee of the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, (euro)0.06 nominal value per share | |
| (b) | Name of Issuer:
Expro Group Holdings N.V. | |
| (c) | Address of Issuer's Principal Executive Offices:
1311 Broadfield Blvd., Suite 400, Houston,
TEXAS
, 77084. | |
Item 1 Comment:
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 5"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D, as amended. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
In connection with the proposed redomicile of the Issuer disclosed by the Issuer in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on April 1, 2026, on April 17, 2026, the Oak Hill Funds entered into a Voting and Support Agreement (the "Support Agreement") with the Issuer providing for, on the terms and subject to the conditions thereof, that the Oak Hill Funds will vote the shares owned by the Oak Hill Funds (the "Support Shares") in favor of the transactions contemplated by the Proposals (as defined below). The Issuer is proposing to enter into a series of transactions (the "Transactions") pursuant to which, among other things, the Issuer will change its jurisdiction of organization from the Netherlands to the Cayman Islands. In connection with the Transactions, the Issuer is also proposing to amend its articles of association to (i) include a formula on the basis of which cash compensation to the Issuer's shareholders who exercise their withdrawal right in connection with the Transaction can be readily determined and (ii) provide for the conversion of Common Stock, of the Issuer into shares of Class B common stock, nominal value (euro)0.06 per share, of the Issuer if and to the extent the Issuer's shareholders exercise their withdrawal rights (the proposals with respect to the approval of the Transaction and such amendments, collectively, the "Proposals").
The foregoing summary of the Support Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Support Agreement, a copy of which is attached as Exhibit 99.1 hereto. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover page to the Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Person. The percentage used in the Schedule 13D is calculated based upon 113,509,026 shares of Common Stock, which is the sum of (i) 113,390,431 shares of Common Stock outstanding as of April 6, 2026, as reported in the Form S-4/A, filed with the SEC by Expro Ltd on April 17, 2026 (the "Expro Ltd S-4/A"), (ii) 198,154 shares of Common Stock that OHA may purchase upon exercise of options, and (iii) the vesting of the 17,104 shares of Common Stock underlying the unvested RSUs reported herein. | |
| (b) | See rows (7) through (10) of the cover page to the Schedule 13D for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | As reported in the Form 4 filed by the Reporting Person on March 4, 2026, on March 2, 2026, certain of the Oak Hill Funds distributed 195,899 shares of Common Stock in a pro-rata in-kind distribution to their partners for no consideration. Other than as disclosed herein, no transactions in the shares of Common Stock have been effected by the Reporting Person during the past sixty (60) days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended to add the following:
On June 3, 2025, Mr. Arbeter received a grant of 17,104 RSUs as annual compensation to the non-employee members of the Board. These RSUs will vest on June 1, 2026. Mr. Arbeter has previously received an additional 38,189 RSUs which have vested. Pursuant to the policies of OHA, Mr. Arbeter is deemed to hold the RSUs for the benefit of certain clients of OHA and accordingly hold no voting or investment control over the RSUs. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Form of Voting and Support Agreement, dated April 17, 2026, incorporated herein by reference to Exhibit 10.1 to the Expro Ltd. S-4/A. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 10001). |