SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 3.02.|| |
Unregistered Sales of Equity Securities.
Debt for Equity Exchanges
During the period from November 11, 2022 through the date of this report, we entered into debt for equity exchange agreements (the “Exchange Agreements” and each, an “Exchange Agreement”) with certain holders (the “Noteholders”) of our 11.5% senior secured notes due 2025 (the “Notes”). Pursuant to the Exchange Agreements, the Noteholders exchanged $8.75 million in aggregate principal amount of the Company’s outstanding Notes for an aggregate of 542,567 shares of our common stock (the “Exchanges” and each, an “Exchange”).
The Company’s shares of common stock issued in connection with the Exchanges were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued to existing holders of the Company’s securities without commission in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.
Following the Exchanges and the other debt for equity exchanges completed in 2022, approximately $237.25 million in aggregate principal amount of Notes will remain outstanding.
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.
|KLX ENERGY SERVICES HOLDINGS, INC.|
|December 30, 2022||By:|
|Name:||Max L. Bouthillette|
|Title:||Executive Vice President, General Counsel, Chief Compliance Officer and Secretary|