{"success":true,"data":{"pressRelease":{"id":"114605","rtpr_id":"nPn314bLQa","ticker":"KLXE","exchange":"NASDAQ","all_tickers":["KLXE"],"title":"KLX Energy Services Announces $125 Million Rights Offering for Common Stock Backstopped For Up to $94 Million to Reduce Leverage","author":"PR Newswire","published_at":"2026-08-10T20:15:34.724Z","article_body":"KLX Energy Services Announces $125 Million Rights Offering for Common Stock Backstopped For Up to $94 Million to Reduce Leverage\n\nPR Newswire\n\nHOUSTON, Aug. 10, 2026\n\nHOUSTON, Aug. 10, 2026 /PRNewswire/ -- KLX Energy Services Holdings,\nInc. (NASDAQ: KLXE) (\"KLX\" or the \"Company\") announced today that the\nCompany's Board of Directors has approved a $125 million backstopped rights\noffering (the \"Rights Offering\") available to all holders of record of the\nCompany's common stock, par value $0.01 per share (\"Common Stock\"), as of 5:00\np.m., New York City time, on August 21, 2026 (the \"Record Date\").\n\nThe Rights Offering will be made through a distribution to all holders of\nrecord of Common Stock as of the Record Date of transferable subscription\nrights to purchase shares of Common Stock at a subscription price of $1.49 per\nshare (the \"Subscription Price\"). Each holder of record of Common Stock as of\nthe Record Date will receive one subscription right for each share of Common\nStock owned (each, a \"Right\"). Each Right will entitle the holder to purchase\n3.885 shares of Common Stock at the Subscription Price per share. The Company\nwill not issue any fractional shares of Common Stock in the Rights Offering,\nand all exercises of subscription rights will be rounded down to the nearest\nwhole share. In addition, the Company will not issue fractional subscription\nrights or pay cash in lieu of fractional subscription rights. The Rights\nOffering is currently expected to commence on August 24, 2026, and expire at\n5:00 p.m., New York City time, on September 23, 2026 (the \"Expiration Date\").\nThe rights being issued in the offering are expected to be listed for trading\non The Nasdaq Stock Market LLC under the symbol \"KLXER\" and therefore will be\ntransferable.\n\nThe Rights Offering is backstopped by the existing holders (the \"Backstop\nParties\") of the Company's Senior Secured Floating Rate Cash / PIK Notes due\n2030 (the \"2030 Notes\") in an aggregate backstop commitment amount of $94.0\nmillion pursuant to a rights offering backstop agreement (the \"Backstop\nAgreement\"), with each individual Backstop Party subject to an aggregate 30%\nownership limitation on a pro forma fully diluted basis. The backstop\ncommitment may be increased up to $125.0 million if the Backstop Parties elect\nto increase their backstop commitment amounts prior to August 21, 2026. The\nBackstop Parties have committed to purchase, to the extent any shares of\nCommon Stock remain unsubscribed following the exercise of any Rights and\nOver-Subscription Rights (as defined below) in the Rights Offering, their\nrespective backstop commitment amounts through an exchange of their 2030 Notes\n(at 100% of the principal amount thereof plus accrued and unpaid interest) for\nshares of Common Stock at the Subscription Price (the \"Backstop Exchange\").\nUpon completion of the Backstop Exchange, the outstanding principal amount of\nthe 2030 Notes is expected to be reduced by $94.0 million as a result of the\ncombination of par redemptions from any excess proceeds in the Rights Offering\nand the exchange of 2030 Notes for Common Stock in the Backstop Exchange.\n\nThe Company intends to use any net cash proceeds it receives in connection\nwith the Rights Offering up to $31.0 million for general corporate purposes,\nand for any amounts over $31.0 million, the Company intends to repurchase 2030\nNotes at par, which is permitted under the Backstop Agreement. For shares\npurchased by Backstop Parties pursuant to the Backstop Exchange, the Company\nwill cancel a principal amount of such Backstop Party's outstanding 2030 Notes\nequal to the applicable backstop commitment amount.\n\nUpon completion of the Backstop Exchange, the Company will enter into an\namended and restated indenture governing the 2030 Notes (the \"Amended and\nRestated Indenture\"). The Amended and Restated Indenture provides the Company\nwith additional operating and strategic flexibility and includes, among other\nthings, the following benefits: (i) resets the total net leverage ratio\nmaintenance covenant step-down schedule to provide additional runway to reduce\nleverage, (ii) relaxes the total net leverage ratio incurrence test for\nadditional indebtedness from 2.50:1.00 to 3.00:1.00, (iii) permanently\nexcludes capital lease obligations from the definition of \"Indebtedness\" for\npurposes of calculating financial maintenance covenant compliance, secured net\nleverage ratio, and any incurrence based test, ratio, or basket, (iv)\nincreases the basket for indebtedness in respect of purchase money obligations\nand capital lease obligations from $75.0 million to $85.0 million, and (v)\nprovides for par redemption of 2030 Notes in connection with the Backstop\nExchange and excludes Rights Offering redemption proceeds from the excess cash\nflow sweep. In addition, the Amended and Restated Indenture resets the\nmake-whole expiry date to two years from the effective date of the Amended and\nRestated Indenture and reduces the premium from 102% to 101%.\n\nThe Rights Offering will include an over-subscription privilege to permit each\nrights holder that exercises its subscription rights in full to purchase\nadditional shares of Common Stock (if any) that remain unsubscribed on the\nExpiration Date (the \"Over-Subscription Right\"). The availability of the\nover-subscription privilege will be subject to certain terms and restrictions\nto be set forth in the prospectus supplement, including that no holder will be\nentitled to exercise subscription rights (including any Over-Subscription\nRights) in the Rights Offering to the extent such exercise would result in\nsuch holder, together with its affiliates and any persons acting in concert\nwith such holder, beneficially owning more than 9.995% of the Company's\noutstanding Common Stock on a pro forma basis after giving effect to such\nexercise.\n\nThe Rights Offering will be made pursuant to the Company's existing effective\nshelf registration statement on Form S-3 (Reg. No. 333-295905) on file with\nthe Securities and Exchange Commission (the \"SEC\") and a prospectus supplement\n(and the accompanying base prospectus) to be filed with the SEC prior to the\ncommencement of the Rights Offering. The Company reserves the right to extend,\namend or terminate the planned Rights Offering, subject to certain conditions,\nat any time. The information herein is not complete and is subject to change.\n\nThis press release does not constitute an offer to sell or the solicitation of\nan offer to buy any of the subscription rights, Common Stock or any other\nsecurities, nor will there be any sale of the subscription rights, Common\nStock or any other securities in any state or other jurisdiction in which such\noffer, solicitation or sale would be unlawful prior to registration or\nqualification under the securities laws of any such state or other\njurisdiction.\n\nVinson & Elkins LLP served as legal counsel to the Company in connection\nwith the transactions described herein. Perella Weinberg Partners served as\nfinancial advisor to the Company in connection with the transactions described\nherein. White & Case LLP served as legal counsel to the Backstop Parties\nin connection with the transactions described herein.\n\nAbout KLX Energy Services Holdings, Inc.\n\nKLX is a growth-oriented provider of diversified oilfield services to leading\nonshore oil and natural gas exploration and production companies operating in\nboth conventional and unconventional plays in all of the active major basins\nthroughout the United States. The Company delivers mission critical oilfield\nservices focused on drilling, completion, production, and intervention\nactivities for technically demanding wells from over 60 service and support\nfacilities located throughout the United States. KLX's complementary suite of\nproprietary products and specialized services is supported by technically\nskilled personnel and a broad portfolio of innovative in-house manufacturing,\nrepair and maintenance capabilities. More information is available at\nwww.klx.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4749445-1&h=626105728&u=http%3A%2F%2Fwww.klx.com%2F&a=www.klx.com)\n.\n\nCautionary Statement Regarding Forward-Looking Statements\n\nThis release and the documents to which the Company refers you to in this\nrelease, as well as oral statements made or to be made by the Company, include\ncertain \"forward-looking statements\" within the meaning of, and subject to the\nsafe harbor created by, the Private Securities Litigation Reform Act of 1995\nand other federal securities laws, which are referred to as the safe harbor\nprovisions, with respect to the businesses, strategies and plans of the\nCompany and its expectations relating to its future financial condition and\nperformance, and the transactions described herein. Statements included in\nthis release that are not historical facts are forward-looking statements,\nincluding, without limitation, the Company's expectations regarding the\nproposed Rights Offering, including the size, timing, price, and use of\nproceeds. Words such as \"believe,\" \"expect,\" \"plan,\" \"intend,\" \"anticipate,\"\n\"estimate,\" \"predict,\" \"forecast,\" \"potential,\" \"project,\" \"continue,\" \"may,\"\n\"might,\" \"should,\" \"could,\" \"would,\" \"will\" or the negative thereof and\nsimilar expressions are intended to identify such forward-looking statements\nthat are intended to be covered by the safe harbor provisions.\n\nAny forward-looking statements in this release and the information\nincorporated by reference in this release reflect our current views with\nrespect to future events or to our future financial performance and involve\nknown and unknown risks, uncertainties, and other factors that may cause our\nactual results, performance, or achievements to be materially different from\nany future results, performance, or achievements expressed or implied by these\nforward-looking statements. Factors that may cause actual results to differ\nmaterially from current expectations, including prevailing market conditions,\nthe Company's ability to launch the Rights Offering as expected, whether\nholders of record will exercise their rights to purchase Common Stock and the\namount subscribed, and whether the Company will be able to successfully\ncomplete the Rights Offering, in addition to, without limitation, those risks\ndescribed under the heading \"Risk Factors\" in our most recent Annual Report on\nForm 10-K filed with the SEC, as supplemented by our Quarterly Reports on Form\n10-Q or our Current Reports on Form 8-K, and discussed elsewhere in this\nrelease, and the information incorporated by reference in this release. Given\nthese uncertainties, you should not place undue reliance on these\nforward-looking statements.\n\nAll subsequent written or oral forward-looking statements attributable to the\nCompany or any person acting on behalf of the Company are expressly qualified\nin their entirety by the cautionary statements contained or referred to in\nthis section. The Company is not under any obligation, and the Company\nexpressly disclaims any obligation, to update, alter, or otherwise revise any\nforward-looking statements, whether written or oral, that may be made from\ntime to time, whether as a result of new information, future events or\notherwise, except as may be required by law.\n\nAdditional Information for Investors\n\nThe Company has filed a registration statement on Form S-3 (Registration No.\n333-295905) (including a base prospectus) with the SEC for the offering to\nwhich this communication relates, which can be accessed through the following\nlink:\nhttps://www.sec.gov/Archives/edgar/data/1738827/000119312526224308/d63698ds3.htm\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4749445-1&h=3540697811&u=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F1738827%2F000119312526224308%2Fd63698ds3.htm&a=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F1738827%2F000119312526224308%2Fd63698ds3.htm)\n. The registration statement was filed on May 14, 2026 and has been declared\neffective by the SEC. A prospectus supplement relating to the rights offering\ndescribed herein has not yet been filed with the SEC. When filed, the\nprospectus supplement will contain the specific terms and conditions of the\noffering to which this communication relates.\n\nBefore you invest, you should read the base prospectus in the registration\nstatement and, when available, the prospectus supplement and other documents\nthe Company has filed or will file with the SEC for more complete information\nabout the Company and the offering to which this communication relates. You\nmay obtain these documents for free by visiting EDGAR on the SEC's website at\nwww.sec.gov\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4749445-1&h=2843180819&u=http%3A%2F%2Fwww.sec.gov%2F&a=www.sec.gov)\n. Alternatively, the Company will arrange to send you the base prospectus and,\nwhen available, the prospectus supplement, if you request them by contacting\nInvestorCom, which will be acting as the information agent for the Rights\nOffering, at (877) 972-0090, or via email at info@investor-com.com\n(mailto:info@investor-com.com) .\n\nAny free writing prospectus that the Company has filed or may file pursuant to\nRule 433 under the Securities Act of 1933 relating to the offering to which\nthis communication relates should be read in conjunction with the base\nprospectus and the prospectus supplement described above, when available.\n Contacts:  KLX Energy Services\n            Geoffrey C. Stanford, SVP, CAO & Interim CFO\n            (832) 930-8066\n            IR@klx.com (mailto:IR@klx.com)\n\n            Dennard Lascar Investor Relations\n            Ken Dennard / Natalie Hairston\n            (713) 529-6600\n            KLXE@dennardlascar.com (mailto:KLXE@dennardlascar.com)\n\nView original\ncontent:https://www.prnewswire.com/news-releases/klx-energy-services-announces-125-million-rights-offering-for-common-stock-backstopped-for-up-to-94-million-to-reduce-leverage-302847479.html\n(https://www.prnewswire.com/news-releases/klx-energy-services-announces-125-million-rights-offering-for-common-stock-backstopped-for-up-to-94-million-to-reduce-leverage-302847479.html)\n\nSOURCE KLX Energy Services Holdings, Inc.\n\n\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved.","article_body_html":"","raw_payload":{"data":{"id":"nPn314bLQa","title":"KLX Energy Services Announces $125 Million Rights Offering for Common Stock Backstopped For Up to $94 Million to Reduce Leverage","author":"PR Newswire","ticker":"KLXE","created":"2026-08-10T20:15:34.724Z","tickers":["KLXE"],"exchange":"NASDAQ","article_body":"KLX Energy Services Announces $125 Million Rights Offering for Common Stock Backstopped For Up to $94 Million to Reduce Leverage\n\nPR Newswire\n\nHOUSTON, Aug. 10, 2026\n\nHOUSTON, Aug. 10, 2026 /PRNewswire/ -- KLX Energy Services Holdings,\nInc. (NASDAQ: KLXE) (\"KLX\" or the \"Company\") announced today that the\nCompany's Board of Directors has approved a $125 million backstopped rights\noffering (the \"Rights Offering\") available to all holders of record of the\nCompany's common stock, par value $0.01 per share (\"Common Stock\"), as of 5:00\np.m., New York City time, on August 21, 2026 (the \"Record Date\").\n\nThe Rights Offering will be made through a distribution to all holders of\nrecord of Common Stock as of the Record Date of transferable subscription\nrights to purchase shares of Common Stock at a subscription price of $1.49 per\nshare (the \"Subscription Price\"). Each holder of record of Common Stock as of\nthe Record Date will receive one subscription right for each share of Common\nStock owned (each, a \"Right\"). Each Right will entitle the holder to purchase\n3.885 shares of Common Stock at the Subscription Price per share. The Company\nwill not issue any fractional shares of Common Stock in the Rights Offering,\nand all exercises of subscription rights will be rounded down to the nearest\nwhole share. In addition, the Company will not issue fractional subscription\nrights or pay cash in lieu of fractional subscription rights. The Rights\nOffering is currently expected to commence on August 24, 2026, and expire at\n5:00 p.m., New York City time, on September 23, 2026 (the \"Expiration Date\").\nThe rights being issued in the offering are expected to be listed for trading\non The Nasdaq Stock Market LLC under the symbol \"KLXER\" and therefore will be\ntransferable.\n\nThe Rights Offering is backstopped by the existing holders (the \"Backstop\nParties\") of the Company's Senior Secured Floating Rate Cash / PIK Notes due\n2030 (the \"2030 Notes\") in an aggregate backstop commitment amount of $94.0\nmillion pursuant to a rights offering backstop agreement (the \"Backstop\nAgreement\"), with each individual Backstop Party subject to an aggregate 30%\nownership limitation on a pro forma fully diluted basis. The backstop\ncommitment may be increased up to $125.0 million if the Backstop Parties elect\nto increase their backstop commitment amounts prior to August 21, 2026. The\nBackstop Parties have committed to purchase, to the extent any shares of\nCommon Stock remain unsubscribed following the exercise of any Rights and\nOver-Subscription Rights (as defined below) in the Rights Offering, their\nrespective backstop commitment amounts through an exchange of their 2030 Notes\n(at 100% of the principal amount thereof plus accrued and unpaid interest) for\nshares of Common Stock at the Subscription Price (the \"Backstop Exchange\").\nUpon completion of the Backstop Exchange, the outstanding principal amount of\nthe 2030 Notes is expected to be reduced by $94.0 million as a result of the\ncombination of par redemptions from any excess proceeds in the Rights Offering\nand the exchange of 2030 Notes for Common Stock in the Backstop Exchange.\n\nThe Company intends to use any net cash proceeds it receives in connection\nwith the Rights Offering up to $31.0 million for general corporate purposes,\nand for any amounts over $31.0 million, the Company intends to repurchase 2030\nNotes at par, which is permitted under the Backstop Agreement. For shares\npurchased by Backstop Parties pursuant to the Backstop Exchange, the Company\nwill cancel a principal amount of such Backstop Party's outstanding 2030 Notes\nequal to the applicable backstop commitment amount.\n\nUpon completion of the Backstop Exchange, the Company will enter into an\namended and restated indenture governing the 2030 Notes (the \"Amended and\nRestated Indenture\"). The Amended and Restated Indenture provides the Company\nwith additional operating and strategic flexibility and includes, among other\nthings, the following benefits: (i) resets the total net leverage ratio\nmaintenance covenant step-down schedule to provide additional runway to reduce\nleverage, (ii) relaxes the total net leverage ratio incurrence test for\nadditional indebtedness from 2.50:1.00 to 3.00:1.00, (iii) permanently\nexcludes capital lease obligations from the definition of \"Indebtedness\" for\npurposes of calculating financial maintenance covenant compliance, secured net\nleverage ratio, and any incurrence based test, ratio, or basket, (iv)\nincreases the basket for indebtedness in respect of purchase money obligations\nand capital lease obligations from $75.0 million to $85.0 million, and (v)\nprovides for par redemption of 2030 Notes in connection with the Backstop\nExchange and excludes Rights Offering redemption proceeds from the excess cash\nflow sweep. In addition, the Amended and Restated Indenture resets the\nmake-whole expiry date to two years from the effective date of the Amended and\nRestated Indenture and reduces the premium from 102% to 101%.\n\nThe Rights Offering will include an over-subscription privilege to permit each\nrights holder that exercises its subscription rights in full to purchase\nadditional shares of Common Stock (if any) that remain unsubscribed on the\nExpiration Date (the \"Over-Subscription Right\"). The availability of the\nover-subscription privilege will be subject to certain terms and restrictions\nto be set forth in the prospectus supplement, including that no holder will be\nentitled to exercise subscription rights (including any Over-Subscription\nRights) in the Rights Offering to the extent such exercise would result in\nsuch holder, together with its affiliates and any persons acting in concert\nwith such holder, beneficially owning more than 9.995% of the Company's\noutstanding Common Stock on a pro forma basis after giving effect to such\nexercise.\n\nThe Rights Offering will be made pursuant to the Company's existing effective\nshelf registration statement on Form S-3 (Reg. No. 333-295905) on file with\nthe Securities and Exchange Commission (the \"SEC\") and a prospectus supplement\n(and the accompanying base prospectus) to be filed with the SEC prior to the\ncommencement of the Rights Offering. The Company reserves the right to extend,\namend or terminate the planned Rights Offering, subject to certain conditions,\nat any time. The information herein is not complete and is subject to change.\n\nThis press release does not constitute an offer to sell or the solicitation of\nan offer to buy any of the subscription rights, Common Stock or any other\nsecurities, nor will there be any sale of the subscription rights, Common\nStock or any other securities in any state or other jurisdiction in which such\noffer, solicitation or sale would be unlawful prior to registration or\nqualification under the securities laws of any such state or other\njurisdiction.\n\nVinson & Elkins LLP served as legal counsel to the Company in connection\nwith the transactions described herein. Perella Weinberg Partners served as\nfinancial advisor to the Company in connection with the transactions described\nherein. White & Case LLP served as legal counsel to the Backstop Parties\nin connection with the transactions described herein.\n\nAbout KLX Energy Services Holdings, Inc.\n\nKLX is a growth-oriented provider of diversified oilfield services to leading\nonshore oil and natural gas exploration and production companies operating in\nboth conventional and unconventional plays in all of the active major basins\nthroughout the United States. The Company delivers mission critical oilfield\nservices focused on drilling, completion, production, and intervention\nactivities for technically demanding wells from over 60 service and support\nfacilities located throughout the United States. KLX's complementary suite of\nproprietary products and specialized services is supported by technically\nskilled personnel and a broad portfolio of innovative in-house manufacturing,\nrepair and maintenance capabilities. More information is available at\nwww.klx.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4749445-1&h=626105728&u=http%3A%2F%2Fwww.klx.com%2F&a=www.klx.com)\n.\n\nCautionary Statement Regarding Forward-Looking Statements\n\nThis release and the documents to which the Company refers you to in this\nrelease, as well as oral statements made or to be made by the Company, include\ncertain \"forward-looking statements\" within the meaning of, and subject to the\nsafe harbor created by, the Private Securities Litigation Reform Act of 1995\nand other federal securities laws, which are referred to as the safe harbor\nprovisions, with respect to the businesses, strategies and plans of the\nCompany and its expectations relating to its future financial condition and\nperformance, and the transactions described herein. Statements included in\nthis release that are not historical facts are forward-looking statements,\nincluding, without limitation, the Company's expectations regarding the\nproposed Rights Offering, including the size, timing, price, and use of\nproceeds. Words such as \"believe,\" \"expect,\" \"plan,\" \"intend,\" \"anticipate,\"\n\"estimate,\" \"predict,\" \"forecast,\" \"potential,\" \"project,\" \"continue,\" \"may,\"\n\"might,\" \"should,\" \"could,\" \"would,\" \"will\" or the negative thereof and\nsimilar expressions are intended to identify such forward-looking statements\nthat are intended to be covered by the safe harbor provisions.\n\nAny forward-looking statements in this release and the information\nincorporated by reference in this release reflect our current views with\nrespect to future events or to our future financial performance and involve\nknown and unknown risks, uncertainties, and other factors that may cause our\nactual results, performance, or achievements to be materially different from\nany future results, performance, or achievements expressed or implied by these\nforward-looking statements. Factors that may cause actual results to differ\nmaterially from current expectations, including prevailing market conditions,\nthe Company's ability to launch the Rights Offering as expected, whether\nholders of record will exercise their rights to purchase Common Stock and the\namount subscribed, and whether the Company will be able to successfully\ncomplete the Rights Offering, in addition to, without limitation, those risks\ndescribed under the heading \"Risk Factors\" in our most recent Annual Report on\nForm 10-K filed with the SEC, as supplemented by our Quarterly Reports on Form\n10-Q or our Current Reports on Form 8-K, and discussed elsewhere in this\nrelease, and the information incorporated by reference in this release. Given\nthese uncertainties, you should not place undue reliance on these\nforward-looking statements.\n\nAll subsequent written or oral forward-looking statements attributable to the\nCompany or any person acting on behalf of the Company are expressly qualified\nin their entirety by the cautionary statements contained or referred to in\nthis section. The Company is not under any obligation, and the Company\nexpressly disclaims any obligation, to update, alter, or otherwise revise any\nforward-looking statements, whether written or oral, that may be made from\ntime to time, whether as a result of new information, future events or\notherwise, except as may be required by law.\n\nAdditional Information for Investors\n\nThe Company has filed a registration statement on Form S-3 (Registration No.\n333-295905) (including a base prospectus) with the SEC for the offering to\nwhich this communication relates, which can be accessed through the following\nlink:\nhttps://www.sec.gov/Archives/edgar/data/1738827/000119312526224308/d63698ds3.htm\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4749445-1&h=3540697811&u=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F1738827%2F000119312526224308%2Fd63698ds3.htm&a=https%3A%2F%2Fwww.sec.gov%2FArchives%2Fedgar%2Fdata%2F1738827%2F000119312526224308%2Fd63698ds3.htm)\n. The registration statement was filed on May 14, 2026 and has been declared\neffective by the SEC. A prospectus supplement relating to the rights offering\ndescribed herein has not yet been filed with the SEC. When filed, the\nprospectus supplement will contain the specific terms and conditions of the\noffering to which this communication relates.\n\nBefore you invest, you should read the base prospectus in the registration\nstatement and, when available, the prospectus supplement and other documents\nthe Company has filed or will file with the SEC for more complete information\nabout the Company and the offering to which this communication relates. You\nmay obtain these documents for free by visiting EDGAR on the SEC's website at\nwww.sec.gov\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4749445-1&h=2843180819&u=http%3A%2F%2Fwww.sec.gov%2F&a=www.sec.gov)\n. Alternatively, the Company will arrange to send you the base prospectus and,\nwhen available, the prospectus supplement, if you request them by contacting\nInvestorCom, which will be acting as the information agent for the Rights\nOffering, at (877) 972-0090, or via email at info@investor-com.com\n(mailto:info@investor-com.com) .\n\nAny free writing prospectus that the Company has filed or may file pursuant to\nRule 433 under the Securities Act of 1933 relating to the offering to which\nthis communication relates should be read in conjunction with the base\nprospectus and the prospectus supplement described above, when available.\n Contacts:  KLX Energy Services\n            Geoffrey C. Stanford, SVP, CAO & Interim CFO\n            (832) 930-8066\n            IR@klx.com (mailto:IR@klx.com)\n\n            Dennard Lascar Investor Relations\n            Ken Dennard / Natalie Hairston\n            (713) 529-6600\n            KLXE@dennardlascar.com (mailto:KLXE@dennardlascar.com)\n\nView original\ncontent:https://www.prnewswire.com/news-releases/klx-energy-services-announces-125-million-rights-offering-for-common-stock-backstopped-for-up-to-94-million-to-reduce-leverage-302847479.html\n(https://www.prnewswire.com/news-releases/klx-energy-services-announces-125-million-rights-offering-for-common-stock-backstopped-for-up-to-94-million-to-reduce-leverage-302847479.html)\n\nSOURCE KLX Energy Services Holdings, Inc.\n\n\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved."},"type":"article","timestamp":"2026-08-10T20:15:34.78969828Z","server_sent_at_ms":1786392934789},"received_at":"2026-08-10T20:15:34.965Z","source_url":"https://www.prnewswire.com/news-releases/klx-energy-services-announces-125-million-rights-offering-for-common-stock-backstopped-for-up-to-94-million-to-reduce-leverage-302847479.html"},"analysis":{"id":"103608","press_release_id":"114605","analysis_json":{"industry":{"label":"Energy Equipment & Services","sector":"Energy"},"redFlags":["Dilutive rights offering typically signals difficulty accessing traditional capital markets.","Backstop provided by existing debtholders implies a debt-for-equity swap to manage leverage."],"eventType":"offering","narrative":"KLX Energy Services announced a $125 million backstopped rights offering priced at $1.49 per share to reduce leverage and strengthen the balance sheet.\n\nThe offering is backstopped by holders of the company's 2030 Notes for up to $94 million, with proceeds used primarily to repurchase notes at par and amend the indenture.\n\nThe amended indenture relaxes the total net leverage ratio incurrence test from 2.50:1.00 to 3.00:1.00 and provides additional operational flexibility.","sentiment":"bearish","agentHooks":{"shouldPost":true,"suggestedAngle":"KLX restructures balance sheet via $125M backstopped rights offering to pay down debt and ease covenants."},"keyFigures":{"dealValueUsd":125000000,"offeringPrice":1.49,"customDimensions":{"backstop_amount":94000000,"subscription_ratio":3.885,"leverage_ratio_incurrence":"3.00:1.00"}},"quotedText":"","namedEntities":{"people":[{"name":"Geoffrey C. 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This involves a debt-for-equity swap and a relaxation of financial covenants, signaling a material shift in balance sheet strategy likely due to covenant pressure."},"tickerRelevance":{"others":[{"ticker":"KLXER","relevance":"rights offering trading symbol"}],"primary":"KLXE"},"globalImportance":30,"audienceRelevance":15,"eventTypeSecondary":["dilution"],"importanceComponents":{"tickerTier":"small-cap","eventGravity":"balance-sheet-restructuring","sectorWeight":"energy-services"}},"event_type":"offering","event_type_secondary":["dilution"],"sentiment":"bearish","material_impact_score":4,"narrative":"KLX Energy Services announced a $125 million backstopped rights offering priced at $1.49 per share to reduce leverage and strengthen the balance sheet.\n\nThe offering is backstopped by holders of the company's 2030 Notes for up to $94 million, with proceeds used primarily to repurchase notes at par and amend the indenture.\n\nThe amended indenture relaxes the total net leverage ratio incurrence test from 2.50:1.00 to 3.00:1.00 and provides additional operational flexibility.","key_figures":{"dealValueUsd":125000000,"offeringPrice":1.49,"customDimensions":{"backstop_amount":94000000,"subscription_ratio":3.885,"leverage_ratio_incurrence":"3.00:1.00"}},"named_entities":{"people":[{"name":"Geoffrey C. Stanford","role":"SVP, CAO & Interim CFO"},{"name":"Ken Dennard","role":"Investor Relations"},{"name":"Natalie Hairston","role":"Investor Relations"}],"products":["Common Stock","2030 Notes"],"companies":[{"name":"KLX Energy Services Holdings, Inc.","ticker":"KLXE"},{"name":"The Nasdaq Stock Market LLC","relationship":"exchange"},{"name":"Perella Weinberg Partners","relationship":"financial advisor"},{"name":"Vinson & Elkins LLP","relationship":"legal counsel to the Company"},{"name":"White & Case LLP","relationship":"legal counsel to Backstop Parties"},{"name":"InvestorCom","relationship":"information agent"},{"name":"Dennard Lascar Investor Relations","relationship":"investor relations firm"}],"dollarAmounts":[{"amount":"$125 million","context":"total rights offering size"},{"amount":"$94.0 million","context":"backstop commitment amount"},{"amount":"$1.49","context":"subscription price per share"},{"amount":"$31.0 million","context":"cap on net proceeds for general corporate purposes"},{"amount":"$75.0 million","context":"original basket for indebtedness"},{"amount":"$85.0 million","context":"increased basket for indebtedness"}]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-08-11T00:09:07.833Z","global_importance":30,"audience_relevance":15,"importance_components":{"tickerTier":"small-cap","eventGravity":"balance-sheet-restructuring","sectorWeight":"energy-services"}},"durationMs":185070,"modelName":"glm-4.7"}}