KLX Energy Services Holdings, Inc.

Current report

Risks Related to the Rights Offering

Current report

The Rights Offering may not be consummated on the terms described herein, or at all, and the anticipated benefits of the Rights Offering may not be realized.

Current report

The Rights Offering and the Backstop Exchange are subject to the satisfaction of various closing conditions, including the accuracy of representations and warranties, compliance with covenants, and execution of ancillary documents. There can be no assurance that these conditions will be satisfied or waived, that the Rights Offering will be consummated on the terms described herein or at all, or that the anticipated benefits of the Rights Offering, including deleveraging of the Company’s balance sheet, will be realized. If the Rights Offering is not completed, we may not have sufficient liquidity to meet our obligations as they become due or to comply with the covenants in our debt instruments, and we may need to pursue alternative financing or restructuring transactions on terms that may be less favorable to the Company and its stockholders. Additionally, the consummation of the Rights Offering is subject to prevailing market conditions, and holders of record may not exercise their subscription rights to purchase Common Stock if the trading price of the Common Stock is below the subscription price. While the Backstop Parties have committed to purchase unsubscribed shares through the Backstop Exchange, such purchases would be made through an exchange of 2030 Senior Notes for Common Stock rather than through the payment of cash, and would not bring additional cash proceeds to the Company.

Current report

If you do not fully exercise your subscription rights, your proportionate voting interest may be reduced and your relative ownership interest in the Company may be diluted.

Current report

As described above, we intend to offer transferable subscription rights to purchase up to $125.0 million in shares of Common Stock, which will result in the issuance of additional shares of our Common Stock. If stockholders choose not to fully exercise their subscription rights prior to the expiration of the Rights Offering, their proportionate voting interest may be reduced and their relative ownership interest in the Company may be diluted.

Current report

The sale of substantial amounts of our Common Stock could adversely affect the price of our Common Stock.

Current report

Sales of substantial amounts of our Common Stock in the public market, and the availability of shares of our Common Stock for future sale, including shares of our Common Stock to be issued in this Rights Offering, could cause the market price of our Common Stock to remain low for a substantial amount of time.

Current report

We cannot foresee the impact of such potential sales on the market, but it is possible that if a significant percentage of such available shares of Common Stock were attempted to be sold within a short period of time, the market for shares of our Common Stock would be adversely affected. Even if a substantial number of sales do not occur within a short period of time, the mere existence of this “market overhang” could have a negative impact on the market for our Common Stock and our ability to raise additional capital. Any disposition by the Backstop Parties or any other substantial stockholders of our Common Stock in the public market, or the perception that such dispositions could occur, could adversely affect prevailing market prices of our Common Stock.

Current report

The Company will have broad discretion in determining how the net proceeds from the Rights Offering will be used.

Current report

Although we intend to use any net cash proceeds we receive in connection with the Rights Offering for general corporate purposes, and for any amounts over $31.0 million, to repurchase 2030 Senior Notes at par, we will have broad discretion in determining how the remaining net proceeds from the Rights Offering will be used. Our flexibility in the use of the remaining net proceeds may result in increased risks to the investors in our Common Stock, as our stockholders may not agree with the manner in which we choose to allocate and spend the net proceeds.

Current report

The Backstop Parties may acquire a significant ownership position in the Company, which may allow them to exert significant influence over corporate matters.

Current report

Under the Backstop Agreement, the Backstop Parties have committed, severally and not jointly, to purchase from the Company any shares of Common Stock not otherwise sold in the Rights Offering through an exchange of their 2030 Senior Notes for shares of Common Stock at the subscription price. Pursuant to the Backstop Agreement, the aggregate backstop commitment amount is $94.0 million, which may be increased to up to $125.0 million prior to August 21, 2026, and each individual Backstop Party is subject to an aggregate 30% ownership limitation. If stockholders do not fully subscribe in the Rights Offering, we will issue all of the unsubscribed shares of Common Stock offered in the Rights Offering to the Backstop Parties pursuant to the Backstop Exchange, and our stockholders could experience significant and immediate dilution.

Current report

As a result of the Backstop Parties’ potential substantial ownership of our capital stock following the Rights Offering, certain Backstop Parties may be able to significantly influence matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our Company or our assets. This concentration of ownership may limit the ability of other stockholders to influence corporate matters and may cause us to make strategic decisions that could involve risks to you or that may not be aligned with your interests. Additionally, pursuant to the Backstop Agreement, each Designating Holder (as defined above) shall have the right to designate one individual for appointment to our Board of Directors. This control may adversely affect the market price of our Common Stock.