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KLX Energy Services Holdings, Inc. – ‘10-12B/A’ on 8/15/18

On:  Wednesday, 8/15/18, at 5:13pm ET   ·   Accession #:  1047469-18-5637   ·   File #:  1-38609

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/15/18  KLX Energy Svcs Holdings, Inc.    10-12B/A              11:4.9M                                   Merrill Corp/New/FA

Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Amendment to Registration of Securities (General    HTML     38K 
                          Form)                                                  
 2: EX-10.1     Material Contract                                   HTML    133K 
10: EX-10.10    Material Contract                                   HTML    877K 
 3: EX-10.2     Material Contract                                   HTML    110K 
 4: EX-10.3     Material Contract                                   HTML     26K 
 5: EX-10.4     Material Contract                                   HTML    101K 
 6: EX-10.5     Material Contract                                   HTML     22K 
 7: EX-10.7     Material Contract                                   HTML     63K 
 8: EX-10.8     Material Contract                                   HTML    199K 
 9: EX-10.9     Material Contract                                   HTML    194K 
11: EX-99.1     Miscellaneous Exhibit                               HTML   1.38M 


10-12B/A   —   Amendment to Registration of Securities (General Form)
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Information Required in Registration Statement Cross-Reference Sheet Between Information Statement and Items of Form 10
"Item 1. Business
"Item 1A. Risk Factors
"Item 2. Financial Information
"Item 3. Properties
"Item 4. Security Ownership of Certain Beneficial Owners and Management
"Item 5. Directors and Executive Officers
"Item 6. Executive Compensation
"Item 7. Certain Relationships and Related Transactions, and Director Independence
"Item 8. Legal Proceedings
"Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters
"Item 10. Recent Sales of Unregistered Securities
"Item 11. Description of Registrant's Securities to be Registered
"Item 12. Indemnification of Directors and Officers
"Item 13. Financial Statements and Supplementary Data
"Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
"Item 15. Financial Statements and Exhibits
"Signatures
"QuickLinks

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As filed with the Securities and Exchange Commission on August 15, 2018

File No. 001-38609

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



AMENDMENT NO. 1
TO

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934



KLX ENERGY SERVICES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)



Delaware
(State of incorporation
or organization)
  36-4904146
(I.R.S. Employer
Identification No.)

1300 Corporate Center Way
Wellington, Florida 33414
(Address of principal executive offices)
(561) 383-5100
(Registrant's telephone number, including area code)

        Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered   Name of Each Exchange on Which
Each Class is to be Registered
Common Stock, $0.01 Par Value   The Nasdaq Global Select Market

        Securities to be registered pursuant to Section 12(g) of the Act: None.

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý   Smaller reporting company o

Emerging growth company ý

        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. o

 C:     


 C: 

INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

        The information required by the following Form 10 Registration Statement items is contained in the Information Statement sections that we identify below, each of which we incorporate in this report by reference:

Item 1.    Business

        The information required by this item is contained under the sections "Summary," "Business," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Certain Relationships and Related Party Transactions" and "Where You Can Find More Information" of the Information Statement.

Item 1A.    Risk Factors

        The information required by this item is contained under the section "Risk Factors" of the Information Statement.

Item 2.    Financial Information

        The information required by this item is contained under the sections "Summary," "Selected Historical Financial Data," "Unaudited Pro Forma Condensed Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Capital Stock" of the Information Statement.

Item 3.    Properties

        The information required by this item is contained under the section "Business—Properties" of the Information Statement.

Item 4.    Security Ownership of Certain Beneficial Owners and Management

        The information required by this item is contained under the section "Security Ownership of Certain Beneficial Owners and Management" of the Information Statement.

Item 5.    Directors and Executive Officers

        The information required by this item is contained under the section "Management" of the Information Statement.

Item 6.    Executive Compensation

        The information required by this item is contained under the section "Executive Compensation" of the Information Statement.

Item 7.    Certain Relationships and Related Transactions, and Director Independence

        The information required by this item is contained under the sections "Management," "Executive Compensation" and "Certain Relationships and Related Party Transactions" of the Information Statement.

Item 8.    Legal Proceedings

        The information required by this item is contained under the section "Business—Legal Proceedings" of the Information Statement.


Item 9.    Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

        The information required by this item is contained under the sections "Risk Factors," "The Spin-Off," "Dividend Policy" and "Executive Compensation" of the Information Statement.

Item 10.    Recent Sales of Unregistered Securities

        The information required by this item is contained under the section "Description of Material Financing Arrangements" and "Description of Capital Stock" of the Information Statement.

Item 11.    Description of Registrant's Securities to be Registered

        The information required by this item is contained under the section "Description of Capital Stock" of the Information Statement.

Item 12.    Indemnification of Directors and Officers

        The information required by this item is contained under the section "Description of Capital Stock—Liability and Indemnification of Directors and Officers" of the Information Statement.

Item 13.    Financial Statements and Supplementary Data

        The information required by this item is contained under the sections "Selected Historical Financial Data," "Unaudited Pro Forma Condensed Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Capital Stock" and "Index to Financial Statements" of the Information Statement.

Item 14.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        None.

Item 15.    Financial Statements and Exhibits

        The information required by this item is contained under the section "Index to Financial Statements" beginning on page F-1 of the Information Statement.

        We are filing the following documents as exhibits to this registration statement:

Exhibit No.   Description
  2.1   Distribution Agreement, dated as of July 13, 2018, by and among KLX Inc., KLX Energy Services Holdings, Inc. and KLX Energy Services LLC (incorporated by reference to Exhibit 2.1 to KLX Inc.'s Current Report on Form 8-K (File No. 001-36610) filed with the SEC on July 17, 2018)
  2.2   Employee Matters Agreement, dated as of July 13, 2018, by and among KLX Inc., KLX Energy Services Holdings,  Inc. and KLX Energy Services LLC (incorporated by reference to Exhibit 2.2 to KLX Inc.'s Current Report on Form 8-K (File No. 001-36610) filed with the SEC on July 17, 2018)
  2.3   IP Matters Agreement, dated as of July 13, 2018, by and between KLX Inc. and KLX Energy Services Holdings,  Inc. (incorporated by reference to Exhibit 2.3 to KLX Inc.'s Current Report on Form 8-K (File No. 001-36610) filed with the SEC on July 17, 2018)
  2.4   Transition Services Agreement, dated as of July 13, 2018, by and between KLX Inc. and KLX Energy Services Holdings,  Inc. (incorporated by reference to Exhibit 2.4 to KLX Inc.'s Current Report on Form 8-K (File No. 001-36610) filed with the SEC on July 17, 2018)

Exhibit No.   Description
  3.1   Form of Amended and Restated Articles of Incorporation of KLX Energy Services Holdings, Inc.*

 

3.2

 

Form of Amended and Restated By-Laws of KLX Energy Services Holdings, Inc.*

 

10.1

 

Form of Letter Agreement between Amin J. Khoury and KLX Energy Services Holdings, Inc.

 

10.2

 

Form of Letter Agreement between Thomas P. McCaffrey and KLX Energy Services Holdings, Inc.

 

10.3

 

Form of Consulting Agreement between Amin J. Khoury and KLX Energy Services Holdings, Inc.

 

10.4

 

Employment Agreement between KLX Inc. and Gary J. Roberts, dated as of February 25, 2015

 

10.5

 

Assignment and Assumption Agreement among KLX Inc., KLX Energy Services LLC and Gary J. Roberts, dated as of April 30, 2018

 

10.6

 

Form of KLX Energy Services Holdings, Inc. Long-Term Incentive Plan*

 

10.7

 

Form of Amended and Restated Employment Agreement between KLX Energy Services Holdings, Inc. and Gary J. Roberts

 

10.8

 

Form of Registration Rights Agreement between Amin J. Khoury and KLX Energy Services Holdings, Inc.

 

10.9

 

Form of Registration Rights Agreement between Thomas P. McCaffrey and KLX Energy Services Holdings, Inc.

 

10.10

 

Credit Agreement, dated as of August 10, 2018, by and among KLX Energy Services Holdings, Inc., the several Lenders and JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent

 

21.1

 

List of subsidiaries of KLX Energy Services Holdings, Inc.*

 

99.1

 

Preliminary Information Statement of KLX Energy Services Holdings, Inc., subject to completion, dated August 15, 2018

*
Previously filed.


SIGNATURES

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

KLX ENERGY SERVICES HOLDINGS, INC.

 

 

By:

 

/s/ THOMAS P. MCCAFFREY

Thomas P. McCaffrey
Vice President

Date: August 15, 2018




QuickLinks

INFORMATION REQUIRED IN REGISTRATION STATEMENT CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
SIGNATURES

Dates Referenced Herein

This ‘10-12B/A’ Filing    Date    Other Filings
Filed on:8/15/18None on these Dates
 List all Filings 


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/08/24  KLX Energy Svcs Holdings, Inc.    10-K       12/31/23   87:7.2M
 4/07/23  KLX Energy Svcs Holdings, Inc.    S-3                    5:827K                                   Donnelley … Solutions/FA
 3/09/23  KLX Energy Svcs Holdings, Inc.    10-K       12/31/22   88:9.1M
 3/14/22  KLX Energy Svcs Holdings, Inc.    10-KT      12/31/21    7:1.3M
 6/14/21  KLX Energy Svcs Holdings, Inc.    424B5                  1:253K                                   Donnelley … Solutions/FA
 6/11/21  KLX Energy Svcs Holdings, Inc.    424B3                  1:176K                                   Donnelley … Solutions/FA
 5/14/21  KLX Energy Svcs Holdings, Inc.    S-3                    4:363K                                   Donnelley … Solutions/FA
 4/28/21  KLX Energy Svcs Holdings, Inc.    10-K        1/31/21   96:8.5M
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