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Get filing alertsKLX Energy completes $37.2M rights offering and $94M backstop exchange, cutting 2030 Notes principal
Filed September 30, 2026 · Period ending September 29, 2026 · ~1 min read
Key Changes
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Rights offering completed: 24,975,001 shares sold at $1.49 each for $37.2 million gross proceeds.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Backstop exchange reduces 2030 Notes principal by $94.0 million via $6.2M par redemption and note-for-stock exchange.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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59,273,445 common shares issued to backstop parties, diluting existing holders.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Proceeds: $31.0M for general corporate purposes, $6.2M to redeem 2030 Notes at par plus accrued interest.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Indenture amended: leverage covenant resets to 4.50x from Q3 2026, stepping down to 3.00x by June 2029.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
KLX Energy Services completed a $37.2 million rights offering and a $94 million backstop exchange of its 2030 Notes for common stock. The rights offering sold roughly 25 million shares at $1.49 each, while the backstop exchange issued about 59.3 million shares to noteholders. Together these transactions reduce the outstanding principal of the 2030 Notes by $94 million and leave the company with approximately 105.7 million shares outstanding.
The company will use $31 million of the rights offering proceeds for general corporate purposes and $6.2 million to redeem notes at par. The indenture was also amended to reset the leverage covenant schedule, starting at 4.50x and stepping down to 3.00x by June 2029. For retail holders, the key impact is significant dilution from the new shares, offset by a meaningful reduction in debt and a more flexible covenant structure.
Section-by-Section Diff
Event · Exhibit 99.1
KLX completed a $37.2M rights offering and a $94M backstop exchange of 2030 Notes for common stock.
Added in current filing · verify on EDGAR →
After giving effect to the Rights Offering and the Backstop Exchange, the Company expects to have 105,677,168 shares of Common Stock issued and outstanding.
The company expects to have about 105.7 million shares outstanding after both transactions. This gives investors a clear picture of the new share base for calculating ownership and per-share metrics.
Event · Item 1.01 — Entry into a Material Definitive Agreement
KLX Energy completed a $37.2M rights offering and backstop exchange, cutting 2030 Notes principal by $94.0M and amending its indenture.
Added in current filing · verify on EDGAR →
An aggregate of 59,273,445 shares of Common Stock will be issued to the Backstop Parties in the Backstop Exchange.
Backstop parties exchanged 2030 Notes for 59,273,445 shares of common stock at the subscription price. The backstop commitment was $94.0 million, reduced to $87.8 million after the $6.2 million redemption.
Added in current filing · verify on EDGAR →
the outstanding principal amount of the 2030 Notes will be reduced by $94.0 million as a result of the combination of par redemptions from excess proceeds in the Rights Offering and the exchange of 2030 Notes for Common Stock in the Backstop Exchange.
The company's 2030 Notes principal will be reduced by $94.0 million through the rights offering redemptions and the backstop exchange. This significantly reduces the company's debt burden.
Added in current filing · verify on EDGAR →
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
The amended indenture resets the leverage covenant schedule, starting at 4.50:1.00 and stepping down to 3.00:1.00 by June 2029. It also relaxes the incurrence test from 2.50:1.00 to 3.00:1.00 and provides other covenant flexibility. Note: these figures were previously disclosed in the company's Aug 10, 2026 8-K.
Event · Item 3.02 — Unregistered Sales of Equity Securities
KLX Energy discloses unregistered issuance of common stock in a Backstop Exchange under Section 4(a)(2).
Added in current filing · verify on EDGAR →
The shares of Common Stock to be issued pursuant to the Backstop Exchange 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.
The company will issue common stock in a Backstop Exchange without registering the shares under the Securities Act, relying on the Section 4(a)(2) private placement exemption. This means the shares will be restricted securities and not freely tradable by the recipients.
Event · Item 8.01 — Other Events
KLX Energy completed its Rights Offering and Backstop Exchange, announced via press release.
Added in current filing · verify on EDGAR →
On September 30, 2026, the Company issued a press release announcing the completion of the Rights Offering and the closing of the Backstop Exchange.
The company announced that its previously disclosed Rights Offering has been completed and the related Backstop Exchange has closed. The press release with details is attached as Exhibit 99.1.
Added in current filing · verify on EDGAR →
The Rights Offering was 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 the prospectus supplement (and the accompanying base prospectus) filed with the SEC on August 24, 2026 (collectively, the “Prospectus”).
The offering was conducted under an existing shelf registration statement and a prospectus supplement filed on August 24, 2026. This confirms the offering was registered with the SEC.
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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 1, 2026 · How we verify