Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
24 Juli 2020 - 10:46PM
Edgar (US Regulatory)
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):
July 24, 2020 (July 24, 2020)
KLX Energy Services Holdings, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38609
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36-4904146
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(State or other
jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1300 Corporate Center Way, Wellington,
Florida
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33414-2105
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (561) 383-5100
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:
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
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Trading Symbol(s)
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Name of each exchange on which
registered:
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Common Stock, $0.01 Par Value
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KLXE
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The Nasdaq Global Select Market
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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 x
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 8.01. Other Events
On July 24, 2020, KLX Energy Services Holdings,
Inc. (“KLXE”) issued a press release announcing the voting results of the virtual annual meeting of stockholders held on July
24, 2020. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Forward Looking Statements
This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Some of these forward-looking statements can be identified
by the use of forward-looking words such as “believes,” “expects,” “may,” “will,”
“should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,”
“projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable
terminology. Such forward-looking statements, including those regarding the timing and consummation of the proposed transaction
with Quintana Energy Services Inc. (“QES”), involve risks and uncertainties. KLXE’s and QES’s experience
and results may differ materially from the experience and results anticipated in such statements. The accuracy of such statements
is subject to a number of risks, uncertainties and assumptions including, but are not limited to, the following factors: (1) the
risk that the conditions to the closing of the transaction are not satisfied; (2) litigation relating to the transaction; (3) uncertainties
as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks
that the proposed transaction disrupts the current plans and operations of KLXE or QES; (5) the ability of KLXE and QES to retain
and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting
from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion
of the transaction; (9) the combined companies’ ability to achieve the synergies expected from the transaction, as well as
delays, challenges and expenses associated with integrating the combined companies’ existing businesses; and (10) legislative,
regulatory and economic developments. Other factors that might cause such a difference include those discussed in KLXE’s
and QES’s filings with the SEC, which include their Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K and in the joint proxy statement/prospectus included in the registration statement on Form S-4 filed in connection
with the proposed transactions. For more information, see the section entitled “Risk Factors” and the forward looking
statements disclosure contained in KLXE’s and QES’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
in other filings. The forward-looking statements included in this communication are made only as of the date hereof and, except
as required by federal securities laws and rules and regulations of the SEC, KLXE and QES undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional
Information and Where to Find It
In
connection with the proposed transaction, KLXE has filed a registration statement on Form S-4 with the Securities and Exchange
Commission (the “SEC”), which has been declared effective, including a joint proxy statement of KLXE and QES that also
constitutes a prospectus of KLXE (the “Registration Statement”). No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. INVESTORS AND SHAREHOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders
may obtain free copies of these documents, and other documents containing important information about KLXE and QES, through the
website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by KLXE are available free of charge
on KLXE’s website at http://www.KLXenergy.com or by contacting KLXE’s Investor Relations Department by email at Tom.McCaffrey@klxenergy.com
or by phone at 561-791-5403. Copies of the documents filed with the SEC by QES are available free of charge on QES’s website
at www.quintanaenergyservices.com or by contacting QES’s Investor Relations Department by email at IR@qesinc.com or by phone
at 832-594-4004.
Participants
in the Solicitation
KLXE,
QES and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
in respect of the proposed transaction. Information about the directors and executive officers of QES is set forth in its proxy
statement for its 2020 annual meeting of shareholders, which was filed with the SEC on March 27, 2020, and QES’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 6, 2020. Information about the
directors and executive officers of KLXE is set forth in KLXE’s Form 10-K/A for the fiscal year ended January 31, 2020, which
was filed with the SEC on May 29, 2020. Other information regarding the participants in the proxy solicitations and a description
of their direct and indirect interests, by security holdings or otherwise, is contained in the Registration Statement. You may
obtain free copies of these documents from KLXE or QES using the sources indicated above.
No Offer or
Solicitation
This
document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or
an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed
transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. Subject to certain facts to be ascertained, the public offer will not be made, directly or indirectly, in or
into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by
any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or
foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 24, 2020
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KLX Energy Services holdings, Inc.
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By:
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/s/ Thomas P. McCaffrey
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Name: Thomas P. McCaffrey
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Title: President, Chief Executive Officer and Chief Financial Officer
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