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KLX Energy Services (NASDAQ: KLXE) plans $125M rights issue to cut debt

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

KLX Energy Services Holdings, Inc. is launching a $125.0 million rights offering for existing common shareholders, with transferable rights expected to trade under “KLXER.” Each holder as of August 21, 2026 will receive one right per share, and each right allows purchase of 3.885 shares at a $1.49 subscription price. The offering is backstopped up to $94.0 million by holders of the company’s 2030 senior secured notes, who will exchange notes (principal plus accrued interest) for equity, reducing note principal by an expected $94.0 million if fully utilized.

KLX plans to use up to $31.0 million of net cash proceeds for general corporate purposes and any excess to repurchase 2030 Notes at par. An amended and restated indenture for the 2030 Notes will add covenant flexibility, including a reset leverage maintenance schedule stepping down from 4.50:1.00 in Q3 2026 to 3.00:1.00 in Q2 2029, a relaxed leverage incurrence test to 3.00:1.00, a higher $85.0 million basket for purchase money and capital lease debt, and a reduced make-whole premium from 102% to 101%. Ownership caps limit most investors to 9.995% post-offering, while backstop holders are capped at 30.0% on a fully diluted basis.

Positive

  • $125.0 million rights offering with a $94.0 million backstop provides committed access to capital and supports a planned reduction of 2030 Notes principal by $94.0 million, lowering financial leverage.
  • Amended and restated indenture adds covenant flexibility, including a higher $85.0 million basket for purchase money and capital lease debt and a relaxed leverage incurrence test to 3.00:1.00, potentially improving operating and financing flexibility.

Negative

  • The rights offering and backstop exchange will issue a significant number of new shares at $1.49 per share, creating potential equity dilution for existing shareholders who do not fully participate.
  • Leverage covenants are reset more permissively in the near term (maintenance test at 4.50:1.00 from Q3 2026 and incurrence test relaxed to 3.00:1.00), which may allow higher debt levels before triggers are reached.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Rights Offering Size $125.0 million Announced rights offering available to holders of record as of August 21, 2026
Backstop Commitment $94.0 million Aggregate backstop commitment by 2030 Notes holders for unsubscribed shares
Subscription Price $1.49 per share Price at which rights holders can purchase common stock
Shares per Right 3.885 shares Each subscription right entitles the holder to buy 3.885 common shares
General Corporate Use Cap $31.0 million Net cash proceeds earmarked for general corporate purposes before note repurchases
Leverage Maintenance Start Level 4.50:1.00 Total net leverage covenant from fiscal quarter ending September 30, 2026
Leverage Maintenance Final Level 3.00:1.00 Total net leverage covenant from fiscal quarter ending June 30, 2029
Capital Lease Basket $85.0 million Basket for purchase money and capital lease obligations under amended indenture
Ownership Cap (Non-Backstop Holders) 9.995% Maximum beneficial ownership post-exercise for most stockholders in rights offering
Ownership Cap (Backstop Parties) 30.0% Maximum pro forma fully diluted ownership for each backstop party and affiliates
Rights Offering financial
"announced today that the Company’s Board of Directors has approved a $125 million rights offering"
A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.
Backstop Agreement financial
"entered into a Rights Offering Backstop Agreement with the holders of the Company’s 2030 Notes"
A backstop agreement is a guarantee from a third party to buy any unsold shares or take up remaining financing in a company’s stock sale or fundraising round, acting like a safety net so the deal goes through. For investors, it lowers the chance that a planned capital raise will fail and clarifies how much new stock might be issued and who will hold it, which can affect share value and dilution.
Over-Subscription Right financial
"may subscribe for additional shares of Common Stock at the Subscription Price (the “Over-Subscription Right”)"
An over-subscription right is a privilege given to existing investors that allows them to buy additional shares during a company's new stock offering if there's high demand, beyond their initial allocation. It helps investors increase their ownership stake when more people want to buy shares than are available, similar to being given the option to buy extra tickets to a sold-out concert. This right can benefit investors by allowing them to strengthen their investment before the new shares are offered to the public.
Amended and Restated Indenture financial
"will enter into an Amended and Restated Indenture governing the 2030 Notes"
make-whole expiry date financial
"reset the make-whole expiry date to two years from the effective date of the Indenture"
debtor-in-possession financing financial
"right of first offer with respect to any debtor-in-possession financing secured by notes priority collateral"
Financing provided to a company while it reorganizes under bankruptcy protection that lets it keep operating, pay employees and suppliers, and pursue a restructuring plan. Think of it as a court-approved bridge loan or lifeline that typically gets paid back before older debts, so it can change who gets paid and how much investors or creditors ultimately recover; that makes it a key factor in assessing risk and potential returns.
Offering Type secondary
Price Range $1.49 per share subscription price
Use of Proceeds Up to $31.0 million for general corporate purposes; any excess net proceeds to repurchase 2030 Notes at par

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FAQ

What is KLXE’s new rights offering and how large is it?
KLX Energy Services (KLXE) approved a $125.0 million rights offering for existing common shareholders. Investors receive transferable rights to buy additional shares at $1.49 per share, potentially raising the full $125.0 million if fully subscribed.

How does the $94.0 million backstop commitment for KLXE work?
Existing 2030 Notes holders committed up to $94.0 million to purchase unsubscribed shares through a Backstop Exchange. They will exchange 2030 Notes at 100% of principal plus accrued interest for stock, reducing outstanding note principal if used.

What are the key dates for KLXE’s rights offering?
The record date is August 21, 2026, the offering is expected to start on August 24, 2026, and expire at 5:00 p.m. New York City time on September 23, 2026, unless extended, amended, or terminated.

How many KLXE shares can each right purchase and at what price?
Each shareholder of record receives one right per share, and each right allows purchase of 3.885 shares of common stock at a $1.49 subscription price. Fractional rights and fractional shares will not be issued; allocations are rounded down.

How will KLXE use the proceeds from the rights offering?
KLX Energy Services plans to use up to $31.0 million of net cash proceeds for general corporate purposes. Any net proceeds above $31.0 million are intended to repurchase 2030 Notes at par, aligning with the backstop structure.

What leverage covenant changes affect KLXE’s 2030 Notes?
The amended indenture resets the total net leverage maintenance covenant to step down from 4.50:1.00 in Q3 2026 to 3.00:1.00 in Q2 2029, and relaxes the incurrence test from 2.50:1.00 to 3.00:1.00, while adjusting related baskets and definitions.
false 0001738827 0001738827 2026-08-06 2026-08-06
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

 

 

KLX ENERGY SERVICES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38609   36-4904146

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

3040 Post Oak Boulevard, 15th Floor

Houston, Texas 77056

(Address of Principal Executive Offices)

(832) 844-1015

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.01 Par Value   KLXE   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

Backstop Agreement

On August 6, 2026, KLX Energy Services Holdings, Inc. (the “Company”) entered into a Rights Offering Backstop Agreement (the “Backstop Agreement”) with the holders of the Company’s 2030 Notes (as defined below) (the “Backstop Parties”), in connection with the Company’s announced $125.0 million rights offering (the “Rights Offering”), to purchase aggregate Individual Backstop Commitments (as defined below) of $94.0 million. Pursuant to the Rights Offering, the Company will distribute to all eligible holders of record of its common stock, par value $0.01 per share (the “Common Stock”), as of 5:00 p.m., New York City time on August 21, 2026, at no cost and on a pro rata basis, transferable subscription rights to purchase shares of Common Stock at a subscription price of $1.49 per share (the “Subscription Price”). For additional information related to the Rights Offering, please see the description included in Item 8.01 of this Current Report on Form 8-K.

Pursuant to the terms of the Backstop Agreement, and subject to the satisfaction of certain conditions thereunder, the Backstop Parties have committed, severally and not jointly, to purchase from the Company, at the Subscription Price, any unsubscribed shares in the Rights Offering following the expiration of the Rights Offering, through an exchange of the Backstop Parties’ Senior Secured Floating Rate Cash / PIK Notes due 2030 (the “2030 Notes”) for such shares, whereby (x) the exchange price for any exchanged 2030 Notes shall be 100% of the principal amount thereof and (y) any accrued and unpaid interest on any exchanged 2030 Notes shall also be exchanged for additional shares of Common Stock at the Subscription Price (the “Backstop Exchange”).

Each Backstop Party’s individual backstop commitment (the “Individual Backstop Commitment”) shall decrease automatically, as necessary, (x) to ensure that such Backstop Party, together with its affiliates, will own no more than 30.0% of the Company’s outstanding Common Stock on a pro forma fully diluted basis, including all Common Stock held by such Backstop Party and any Common Stock to be purchased pursuant to the exercise of Subscription Rights (as defined below) and the Backstop Exchange, and (y) to the extent that the aggregate gross cash proceeds received from Rights Offering subscriptions, together with the aggregate Individual Backstop Commitments, exceeds $125.0 million. Each Backstop Party shall have the right, but shall not be obligated, to increase its Individual Backstop Commitment prior to August 21, 2026. Each Backstop Party shall have the right, but shall not be obligated, to exercise all Basic Subscription Rights (as defined below) and Over-Subscription Rights (as defined below) allocated to such Backstop Party in the Rights Offering; provided that any such exercise shall be the purchase of shares of Common Stock for cash in accordance with the Rights Offering prospectus and shall not reduce the Backstop Party’s Individual Backstop Commitment.

Shares of Common Stock acquired by the Backstop Parties pursuant to the Backstop Exchange are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act. The Backstop Parties are entitled to customary registration rights in respect of such shares pursuant to a registration rights agreement to be entered into at closing (the “Registration Rights Agreement”).

The Backstop Agreement contains customary representations and warranties from the Company, on the one hand, and from the Backstop Parties on the other hand. The Backstop Agreement also contains customary covenants and agreements by the Company and the Backstop Parties.

The closing of the Backstop Exchange is subject to certain closing conditions, including consummation of the Rights Offering, the accuracy of the representations and warranties of each party (subject to certain customary exceptions), material compliance by each party with its covenants under the Backstop Agreement, execution and delivery of the Registration Rights Agreement, execution and delivery of the Indenture (as defined below) governing the 2030 Notes, and, with respect to the obligations of the Backstop Parties, aggregate Individual Backstop Commitments of at least $94.0 million.

The Backstop Agreement shall terminate automatically without any action by or on behalf of any party (i) if the Rights Offering is validly terminated in accordance with its terms without being consummated or (ii) upon the parties’ mutual written consent.

Effective as of the closing of the Backstop Exchange, certain Backstop Parties that, together with their controlled affiliates, hold at least 10% of the Company’s outstanding Common Stock after giving effect to the closing (each, a “Designating Holder”), shall have the right to designate one individual (each, a “Designated Director”) for appointment to the board of directors of the Company (the “Board”), subject to certain eligibility requirements. The Company agreed to use its reasonable best efforts to cause each Designated Director to be appointed to the Board effective as of the closing. Each Designating Holder will have the right to have its Designated Director nominated for election as a director at each subsequent annual meeting of stockholders of the Company and included among the slate of nominees recommended by the Board for election at each such annual meeting of stockholders for so long as such Designating Holder (together with its controlled affiliates) continues to beneficially own at least 7.5% of the Company’s outstanding Common Stock.

The foregoing description of the Backstop Agreement does not purport to be complete and is subject to and is qualified in its entirety by reference to the Backstop Agreement, a copy of which is attached to this Current Report as Exhibit 10.1 and is incorporated by reference herein.

Amended and Restated Indenture

Substantially concurrently with the closing of the Backstop Exchange, and in connection with the Rights Offering, the Company, the subsidiaries party thereto, as guarantors, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent, will enter into an Amended and Restated Indenture (the “Indenture”).

The Indenture will amend and restate in its entirety that certain Indenture, dated as of March 12, 2025 (as amended prior to the date hereof, the “Prior Notes Indenture”), governing the 2030 Notes. The 2030 Notes will remain guaranteed and secured on substantially the same terms other than as described below.

The Prior Notes Indenture will be amended and restated to provide additional covenant flexibility and other amendments, including, among other things: (i) reset the total net leverage ratio maintenance covenant step-down schedule to: (w) 4.50:1.00, commencing with the fiscal quarter ending September 30, 2026, (x) 4.00:1.00, commencing on the fiscal quarter ending June 30, 2027, (y) 3.50:1.00, commencing on the fiscal quarter ending June 30, 2028, and (z) 3.00:1.00, commencing on the fiscal quarter ending June 30, 2029, (ii) relax the total net leverage ratio incurrence test for additional indebtedness from 2.50:1.00 to 3.00:1.00, (iii) permanently exclude capital lease obligations from the definition of “Consolidated Total Indebtedness” for purposes of the financial maintenance covenant, incurrence-based tests/ratios/baskets, and the Secured Net Leverage Ratio (as defined in the Indenture), (iv) increase the basket for indebtedness in respect of purchase money obligations and capital lease obligations from $75.0 million to $85.0 million, (v) provide for par redemption of 2030 Notes in connection with the Backstop Agreement and exclude Rights Offering redemption proceeds from the excess cash flow sweep, (vi) reset the make-whole expiry date to two years from the effective date of the Indenture and reduce the premium from 102% to 101%, (vii) grant the holders of the 2030 Notes a right of first offer with respect to any debtor-in-possession financing secured by notes priority collateral on a pro rata basis and (viii) require that any opportunity to provide permitted pari passu notes lien indebtedness be offered first to existing holders on a pro rata basis.

The foregoing description of the Indenture does not purport to be complete and is subject to and is qualified in its entirety by reference to the Form of Amended and Restated Indenture, a copy of which is attached to this Current Report as Exhibit 4.1 and is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent applicable, the disclosure set forth above in Item 1.01 of this Current Report on Form 8-K under the heading “Backstop Agreement” with respect to the shares of Common Stock to be issued pursuant to the Backstop Exchange is incorporated by reference in this Item 3.02. The shares of Common Stock to be issued pursuant to the Backstop Agreement will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.

Item 8.01

Other Events.

On August 10, 2026, the Company announced that its Board approved the Rights Offering, which will be available to all holders of record of the Company’s Common Stock, as of 5:00 p.m., New York City time, on August 21, 2026 (the “Record Date”). The Rights Offering will be made through a distribution to all holders of record of Common Stock as of the Record Date of transferable subscription rights to purchase shares of Common Stock at the Subscription Price. The Rights Offering is currently expected to commence on August 24, 2026, and expire at 5:00 p.m., New York City time, on September 23, 2026 (the “Expiration Date”). The rights being issued in the offering are expected to be listed for trading on The Nasdaq Stock Market LLC under the symbol “KLXER” and therefore will be transferable.

Pursuant to the Rights Offering, each stockholder of the Company of record as of the Record Date will receive one subscription right for each share of Common Stock held by such stockholder as of the Record Date, and each subscription right will entitle the holder to purchase 3.885 shares of Common Stock at the Subscription Price per share (the “Basic Subscription Right”). Each stockholder who exercises its Basic Subscription Rights may subscribe for additional shares of Common Stock to the extent they are available, at the Subscription Price (the “Over-Subscription Right” and, together with the Basic Subscription Right, the “Subscription Rights”); provided that no stockholder (other than the Backstop Parties) shall be entitled to exercise Subscription Rights to the extent that such exercise would result in such stockholder, together with its affiliates and any persons acting in concert with such stockholder, beneficially owning more than 9.995% of the Company’s outstanding Common Stock on a pro forma basis after giving effect to such exercise. The Company will not issue any fractional shares of Common Stock in the Rights Offering, and all exercises of Subscription Rights will be rounded down to the nearest whole share. In addition, the Company will not issue fractional Subscription Rights or pay cash in lieu of fractional Subscription Rights.

The Company intends to use any net cash proceeds it receives in connection with the Rights Offering up to $31.0 million for general corporate purposes, and for any amounts over $31.0 million, the Company intends to repurchase 2030 Notes at par, which is permitted under the Backstop Agreement.

The Rights Offering will be 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 a prospectus supplement (and the accompanying base prospectus) to be filed with the SEC prior to the commencement of the Rights Offering. The Company reserves the right to extend, amend or terminate the planned Rights Offering, subject to certain conditions, at any time.

The information herein is not complete and is subject to change. This report 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.

On August 10, 2026, the Company issued a press release announcing the Rights Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This report and the documents to which the Company refers you to in this report, 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 report that are not historical facts are forward-looking statements, including statements about the beliefs and expectations of the management of the Company. 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 report and the information incorporated by reference in this report 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, the Company’s ability to launch the Rights Offering as expected, whether holders of record will exercise their rights to purchase Common Stock and the amount subscribed, and whether the Company will be able to successfully complete the Rights Offering, in addition to, without limitation, those 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 report, and the information incorporated by reference in this report. 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.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.		    Description
 4.1    Form of Amended and Restated Indenture (incorporated by reference to Exhibit D to the Rights Offering Backstop Agreement filed as Exhibit 10.1 hereto).
10.1+    Rights Offering Backstop Agreement, dated August 6, 2026, by and among KLX Energy Services Holdings, Inc., and the credit parties thereto.
10.2    Form of Registration Rights Agreement (incorporated by reference to Exhibit E to the Rights Offering Backstop Agreement filed as Exhibit 10.1 hereto).
99.1    Press Release dated August 10, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

+

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

KLX Energy Services Holdings, Inc.
By:  

/s/ Max L. Bouthillette

Name:   Max L. Bouthillette
Title:   Executive Vice President, General Counsel, Chief Compliance Officer and Secretary
Date: August 10, 2026

Exhibit 99.1

KLX Energy Services Announces $125 Million Rights Offering for Common Stock Backstopped For Up to $94 Million to Reduce Leverage

HOUSTON, TX – August 10, 2026 - KLX Energy Services Holdings, Inc. (NASDAQ: KLXE) (“KLX” or the “Company”) announced today that the Company’s Board of Directors has approved a $125 million backstopped rights offering (the “Rights Offering”) available to all holders of record of the Company’s common stock, par value $0.01 per share (“Common Stock”), as of 5:00 p.m., New York City time, on August 21, 2026 (the “Record Date”).

The Rights Offering will be made through a distribution to all holders of record of Common Stock as of the Record Date of transferable subscription rights to purchase shares of Common Stock at a subscription price of $1.49 per share (the “Subscription Price”). Each holder of record of Common Stock as of the Record Date will receive one subscription right for each share of Common Stock owned (each, a “Right”). Each Right will entitle the holder to purchase 3.885 shares of Common Stock at the Subscription Price per share. The Company will not issue any fractional shares of Common Stock in the Rights Offering, and all exercises of subscription rights will be rounded down to the nearest whole share. In addition, the Company will not issue fractional subscription rights or pay cash in lieu of fractional subscription rights. The Rights Offering is currently expected to commence on August 24, 2026, and expire at 5:00 p.m., New York City time, on September 23, 2026 (the “Expiration Date”). The rights being issued in the offering are expected to be listed for trading on The Nasdaq Stock Market LLC under the symbol “KLXER” and therefore will be transferable.

The Rights Offering is 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”), with each individual Backstop Party subject to an aggregate 30% ownership limitation on a pro forma fully diluted basis. The backstop commitment may be increased up to $125.0 million if the Backstop Parties elect to increase their backstop commitment amounts prior to August 21, 2026. The Backstop Parties have committed to purchase, to the extent any shares of Common Stock remain unsubscribed following the exercise of any Rights and Over-Subscription Rights (as defined below) in the Rights Offering, 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”). Upon completion of the Backstop Exchange, the outstanding principal amount of the 2030 Notes is expected to be reduced by $94.0 million as a result of the combination of par redemptions from any excess proceeds in the Rights Offering and the exchange of 2030 Notes for Common Stock in the Backstop Exchange.

The Company intends to use any net cash proceeds it receives in connection with the Rights Offering up to $31.0 million for general corporate purposes, and for any amounts over $31.0 million, the Company intends to repurchase 2030 Notes at par, which is permitted under the Backstop Agreement. For shares purchased by Backstop Parties pursuant to the Backstop Exchange, the Company will cancel a principal amount of such Backstop Party’s outstanding 2030 Notes equal to the applicable backstop commitment amount.

Upon completion of the Backstop Exchange, the Company will enter into an amended and restated indenture governing the 2030 Notes (the “Amended and Restated Indenture”). The Amended and Restated Indenture provides the Company with additional operating and strategic flexibility and includes, among other things, the following benefits: (i) resets the total net leverage ratio maintenance covenant step-down schedule to provide additional runway to reduce leverage, (ii) relaxes the total net leverage ratio incurrence test for additional indebtedness from 2.50:1.00 to 3.00:1.00, (iii) permanently excludes capital lease obligations from the definition of “Indebtedness” for purposes of calculating financial maintenance covenant compliance, secured net leverage ratio, and any incurrence based test, ratio, or basket, (iv) increases the basket for indebtedness in respect of purchase money obligations and capital lease obligations from $75.0 million to $85.0 million, and (v) provides for par redemption of 2030 Notes in connection with the Backstop Exchange and excludes Rights Offering redemption proceeds from the excess cash flow sweep. In addition, the Amended and Restated Indenture resets the make-whole expiry date to two years from the effective date of the Amended and Restated Indenture and reduces the premium from 102% to 101%.

The Rights Offering will include an over-subscription privilege to permit each rights holder that exercises its subscription rights in full to purchase additional shares of Common Stock (if any) that remain unsubscribed on the Expiration Date (the “Over-Subscription Right”). The availability of the over-subscription privilege will be subject to certain terms and restrictions to be set forth in the prospectus supplement, including that no holder will be entitled to exercise subscription rights (including any Over-Subscription Rights) in the Rights Offering to the extent such exercise would result in such holder, together with its affiliates and any persons acting in concert with such holder, beneficially owning more than 9.995% of the Company’s outstanding Common Stock on a pro forma basis after giving effect to such exercise.

The Rights Offering will be 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 a prospectus supplement (and the accompanying base prospectus) to be filed with the SEC prior to the commencement of the Rights Offering. The Company reserves the right to extend, amend or terminate the planned Rights Offering, subject to certain conditions, at any time. The information herein is not complete and is subject to change.

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.

Vinson & Elkins LLP served as legal counsel to the Company in connection with the transactions described herein. Perella Weinberg Partners served as financial advisor to the Company in connection with the transactions described herein. White & Case LLP served as legal counsel to the Backstop Parties in connection with the transactions described herein.

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 businesses, strategies and plans of the Company and its expectations relating to its future financial condition and performance, and the transactions described herein. Statements included in this release that are not historical facts are forward-looking statements, including, without limitation, the Company’s expectations regarding the proposed Rights Offering, including the size, timing, price, and use of proceeds. 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, including prevailing market conditions, the Company’s ability to launch the Rights Offering as expected, whether holders of record will exercise their rights to purchase Common Stock and the amount subscribed, and whether the Company will be able to successfully complete the Rights Offering, in addition to, 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.

Additional Information for Investors

The Company has filed a registration statement on Form S-3 (Registration No. 333-295905) (including a base prospectus) with the SEC for the offering to which this communication relates, which can be accessed through the following link: https://www.sec.gov/Archives/edgar/data/1738827/ 000119312526224308/d63698ds3.htm. The registration statement was filed on May 14, 2026 and has been declared effective by the SEC. A prospectus supplement relating to the rights offering described herein has not yet been filed with the SEC. When filed, the prospectus supplement will contain the specific terms and conditions of the offering to which this communication relates.

Before you invest, you should read the base prospectus in the registration statement and, when available, the prospectus supplement and other documents the Company has filed or will file with the SEC for more complete information about the Company and the offering to which this communication relates. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Company will arrange to send you the base prospectus and, when available, the prospectus supplement, if you request them by contacting InvestorCom, which will be acting as the information agent for the Rights Offering, at (877) 972-0090, or via email at info@investor-com.com.

Any free writing prospectus that the Company has filed or may file pursuant to Rule 433 under the Securities Act of 1933 relating to the offering to which this communication relates should be read in conjunction with the base prospectus and the prospectus supplement described above, when available.

Source: View Original Filing on SEC EDGAR

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