KLX Energy Services Announces Completion of Subscription Rights Offering

The redemption and debt-for-stock exchange will reduce outstanding 2030 note principal by $94.0 million while adding common shares.

Rhea-AI Summary

KLX Energy Services Holdings (KLXE) completed its subscription rights offering and closed the related debt-for-stock exchange on September 29, 2026. Rights holders purchased 24,975,001 shares at $1.49 each, generating $37.2 million in gross proceeds. The company expects to use $31.0 million for general corporate purposes, including offering fees and expenses, and $6.2 million to redeem notes due 2030 at par, plus accrued and unpaid interest.

The redemption and backstop exchange will reduce outstanding note principal by $94.0 million. Backstop parties will receive 59,273,445 shares in exchange for notes at 100% of principal plus accrued and unpaid interest, at the same subscription price. KLX expects 105,677,168 shares outstanding after both transactions. Each backstop party is subject to a 30% ownership limit on a fully diluted basis after the transactions. KLX also entered into an amended and restated indenture governing the notes.

2 points · 2 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

2 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point$37.2 million in gross proceeds raised through the completed subscription rights offering. 1.2× market cap
• Major point. Forward-looking: it has not happened yet and may not happen.$94.0 million of 2030 note principal will be eliminated through redemption and the backstop exchange.

Negative

• Major point24,975,001 common shares purchased at $1.49 each dilute existing holders.
• Major point. Forward-looking: it has not happened yet and may not happen.59,273,445 common shares will be issued to backstop parties at $1.49, adding dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Offering fees and expenses will be paid from the expected $31.0 million general-purpose allocation.
• Minor point. Forward-looking: it has not happened yet and may not happen.$6.2 million redemption at par also requires payment of accrued and unpaid interest.

Key Figures

Rights-offering shares: 24,975,001 shares Subscription price: $1.49 per share Gross proceeds: $37.2 million +5 more

Rights-offering shares

24,975,001 shares

Purchased through exercise of subscription rights

Subscription price

$1.49 per share

Rights offering

Gross proceeds

$37.2 million

Rights offering

Corporate-purpose proceeds

$31.0 million

Expected use includes rights-offering fees and expenses

2030 Notes redemption

$6.2 million

Expected redemption at par, plus accrued and unpaid interest

2030 Notes principal reduction

$94.0 million

From note redemptions and the Backstop Exchange

Backstop Exchange shares

59,273,445 shares

To be issued to Backstop Parties

Shares outstanding

105,677,168 shares

Expected after the Rights Offering and Backstop Exchange

Previous Offering Reports

2 past events · Latest: Sep 25

Same Type 2 events

1. Sep 25

   Preliminary offering results

   24h Move

   -5.6%

   Preliminary results reported $37.2 million proceeds, 24,975,001 shares, and a planned $94.0 million note reduction.

2. Aug 10

   Rights offering launch

   24h Move

   -30.8%

   Launched a $125 million rights offering with up to $94 million backstopped through note-for-stock exchanges.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

subscription rights offering, indenture, shelf registration statement, prospectus supplement

4 terms

subscription rights offering financial

"completed its previously announced subscription rights offering"

A subscription rights offering is a company giving its existing shareholders the chance to buy additional new shares at a specified price before the shares are offered to the public. It matters to investors because exercising the rights lets them maintain their ownership percentage and potentially buy stock at a discount, while declining can lead to ownership dilution and changes in the share price as the company raises new capital.

indenture financial

"entered into an amended and restated indenture governing the 2030 Notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

shelf registration statement regulatory

"made pursuant to the Company's existing effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"prospectus supplement (and the accompanying base prospectus) filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

HOUSTON, Sept. 30, 2026 /PRNewswire/ -- KLX Energy Services Holdings, Inc. (NASDAQ: KLXE) ("KLX" or the "Company") announced today that, on September 29, 2026, it completed its previously announced subscription rights offering (the "Rights Offering"), which expired at 5:00 p.m., New York City time, on September 23, 2026, and closed the Backstop Exchange (as defined below). Pursuant to the terms of the Rights Offering, 24,975,001 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), were purchased pursuant to the exercise of subscription rights at the subscription price of $1.49 per whole share (the "Subscription Price") for gross proceeds of $37.2 million to the Company. Of the $37.2 million gross cash proceeds from the Rights Offering, the Company expects to use $31.0 million for general corporate purposes, including to pay fees and expenses in connection with the Rights Offering, and $6.2 million to redeem the 2030 Notes (as defined below) at par, plus accrued and unpaid interest. After giving effect to the Rights Offering and the Backstop Exchange, the Company expects to have 105,677,168 shares of Common Stock issued and outstanding. In connection with the Backstop Exchange, the outstanding principal amount of the 2030 Notes will be reduced by $94.0 million as a result of the combination of par redemptions from excess proceeds in the Rights Offering and the exchange of 2030 Notes for Common Stock in the Backstop Exchange.

The Rights Offering was backstopped by the existing holders (the "Backstop Parties") of the Company's Senior Secured Floating Rate Cash / PIK Notes due 2030 (the "2030 Notes") in an aggregate backstop commitment amount of $94.0 million pursuant to a Rights Offering Backstop Agreement (the "Backstop Agreement"), which will be reduced to $87.8 million as a result of $6.2 million of 2030 Notes redeemed with Rights Offering proceeds, with each individual Backstop Party subject to an aggregate 30% ownership limitation on a pro forma fully diluted basis. The Backstop Parties committed to purchase their respective backstop commitment amounts through an exchange of their 2030 Notes (at 100% of the principal amount thereof plus accrued and unpaid interest) for shares of Common Stock at the Subscription Price (the "Backstop Exchange"). An aggregate of 59,273,445 shares of Common Stock will be issued to the Backstop Parties in the Backstop Exchange. In connection with the closing of the Backstop Exchange, the Company entered into an amended and restated indenture governing the 2030 Notes.

Subscription rights holders who have participated in the Rights Offering should expect to see the shares of Common Stock issued to them in uncertificated book-entry form. Any excess subscription payments received by Computershare Trust Company, N.A. (the "Subscription Agent") will be returned by the Subscription Agent to such subscription rights holder via check without interest or deduction.

The Rights Offering was made pursuant to the Company's existing effective shelf registration statement on Form S-3 (Reg. No. 333-295905) on file with the Securities and Exchange Commission (the "SEC") and the prospectus supplement (and the accompanying base prospectus) filed with the SEC on August 24, 2026 (collectively, the "Prospectus"). Additional information regarding the Rights Offering is set forth in the Prospectus.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the subscription rights, Common Stock or any other securities, nor will there be any sale of the subscription rights, Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About KLX Energy Services Holdings, Inc.

KLX is a growth-oriented provider of diversified oilfield services to leading onshore oil and natural gas exploration and production companies operating in both conventional and unconventional plays in all of the active major basins throughout the United States. The Company delivers mission critical oilfield services focused on drilling, completion, production, and intervention activities for technically demanding wells from over 60 service and support facilities located throughout the United States. KLX's complementary suite of proprietary products and specialized services is supported by technically skilled personnel and a broad portfolio of innovative in-house manufacturing, repair and maintenance capabilities. More information is available at www.klx.com.

Cautionary Statement Regarding Forward-Looking Statements

This release and the documents to which the Company refers you to in this release, as well as oral statements made or to be made by the Company, include certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, the Private Securities Litigation Reform Act of 1995 and other federal securities laws, which are referred to as the safe harbor provisions, with respect to the transactions described herein, the businesses, strategies and plans of the Company and its expectations relating to its future financial condition and performance. Statements included in this release that are not historical facts are forward-looking statements, including, without limitation, statements about the Company's beliefs and expectations regarding the Rights Offering, including the use of proceeds therefrom, and the Backstop Exchange. Words such as "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict," "forecast," "potential," "project," "continue," "may," "might," "should," "could," "would," "will" or the negative thereof and similar expressions are intended to identify such forward-looking statements that are intended to be covered by the safe harbor provisions.

Any forward-looking statements in this release and the information incorporated by reference in this release reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, prevailing market conditions, as well as, without limitation, those risks described under the heading "Risk Factors" in our most recent Annual Report on Form 10-K filed with the SEC, as supplemented by our Quarterly Reports on Form 10-Q or our Current Reports on Form 8-K, and discussed elsewhere in this release, and the information incorporated by reference in this release. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

All subsequent written or oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Company is not under any obligation, and the Company expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, except as may be required by law.

Contacts:	KLX Energy Services
	Geoffrey C. Stanford, SVP, CAO & Interim CFO
	(832) 930-8066
	IR@klx.com
	Dennard Lascar Investor Relations
	Ken Dennard / Natalie Hairston
	(713) 529-6600
	KLXE@dennardlascar.com

 

View original content:https://www.prnewswire.com/news-releases/klx-energy-services-announces-completion-of-subscription-rights-offering-302895040.html

SOURCE KLX Energy Services Holdings, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did KLX Energy Services raise in its subscription rights offering?

KLX raised $37.2 million in gross proceeds from rights holders purchasing 24,975,001 common shares at $1.49 per whole share. The offering was completed on September 29, 2026.

How does KLXE's backstop exchange affect debt and outstanding shares?

The backstop exchange and related redemption will reduce 2030 note principal by $94.0 million. Backstop parties will receive 59,273,445 common shares, and KLX expects 105,677,168 shares outstanding after the rights offering and exchange.

How will KLXE rights offering participants receive shares and excess subscription payments?

Participants should expect their shares in uncertificated book-entry form, rather than paper certificates. Computershare Trust Company, the subscription agent, will return any excess subscription payments by check without interest or deduction.