Date of Report (Date of earliest event reported): March 8, 2023
_____________________
KLX ENERGY SERVICES HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
_____________________
Delaware
001-38609
36-4904146
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
3040 Post Oak Boulevard, 15th Floor
Houston, Texas77056
(Address of Principal Executive Offices, and Zip Code)
(832) 844-1015
(Registrant’s Telephone Number, Including Area Code)
(Former address, if changed since last report)
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:
Trading
Name of each exchange
Title of each class
symbol(s)
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 7.01 Regulation FD Disclosure.
On March 8, 2023, KLX Energy Services Holdings, Inc. (“KLXE” or the “Company”) issued a press release announcing its acquisition of all of the equity interests of Greene’s Energy Group, LLC in an all-stock transaction (the “Greene’s Acquisition”), pursuant to that certain purchase and sale agreement dated March 8, 2023, between the Company and Greene’s Holding Corporation (the “Greene’s Purchase Agreement”). A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The foregoing description of the Greene's Acquisition is not complete and is subject to and qualified in its entirety by reference to the Greene's Purchase Agreement, a copy of which will be filed as an exhibit to a subsequent Company filing within four business days of signing, as well as by the related press release, Exhibit 99.1, in this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document
SIGNATURE
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.
