KLX Inc. Announces Results of Consent Solicitation to Amend Its 5.875% Senior Notes Due 2022
June 08 2018 - 6:00PM
KLX Inc. (“KLX” or the “Company”) (NASDAQ:KLXI) announced today
that it has received the requisite consents to amend (the
“Amendments”) the indenture (the “Indenture”) governing the
Company’s 5.875% Senior Notes due 2022 (the “Notes”). The consent
solicitation expired at 5:00 p.m., New York City time, on June 8,
2018 (the “Expiration Date”).
The Company will pay a consent payment (the
“Consent Payment”) in the aggregate amount of $4,500,000, payable
pro rata, to Holders of Notes as of 5:00 p.m., New York City time,
on May 30, 2018 (the “Record Date”) who validly delivered consents
to the Amendments prior to the Expiration Date (which were not
validly revoked) in the manner described in the Consent
Solicitation Statement, dated May 30, 2018 (the “Consent
Solicitation Statement”), as revised. Holders as of the Record Date
who provided consents after the Expiration Date will not receive
the Consent Payment. The Consent Payment will be paid to consenting
holders promptly after the Expiration Date, and is expected to be
made on June 11, 2018.
As previously announced, pursuant to an
Agreement and Plan of Merger, dated April 30, 2018, by and among
The Boeing Company, a Delaware corporation (“Boeing”), Kelly Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Boeing (“Merger Sub”) and KLX, at the effective date of the Merger,
KLX will merge with and into Merger Sub, with KLX as the surviving
entity (the “Merger”).
Prior to the consummation of the Merger, KLX
intends to spin off to its shareholders KLX Energy Services
Holdings, Inc., a to-be-formed wholly owned subsidiary of KLX and
the eventual parent company of KLX’s Energy Services Group (the
“Spin-Off”). The Company sought consents to the Amendments in
consideration of the payment by the Company of the Consent Payment,
in order to permit the consummation of the Spin-Off by the Company
prior to the consummation of the Merger.
In connection with receiving the requisite
consents, on June 8, 2018, KLX, the guarantors party thereto and
Wilmington Trust, National Association, as trustee, executed and
delivered the third supplemental indenture to the Indenture,
pursuant to which, with respect to the Notes, the Amendments became
effective and operative. Upon the Amendments becoming effective and
operative, all holders of the Notes are bound by the terms thereof,
even if they did not deliver consents to the Amendments. Except for
the Amendments, all of the existing terms of the Notes and the
Indenture remain unchanged.
Requests for copies of the Consent Solicitation
Statement and other related materials should be directed to Ipreo
LLC, the Information and Tabulation Agent (the “Information and
Tabulation Agent”) for the Consent Solicitation, at (212) 849-3880
(collect) or (888) 593-9546 (toll-free).
Senior Secured Credit Facility
Amendment
On June 8, 2018, KLX also executed an amendment
to its Credit Agreement, dated as of May 19, 2015, among KLX, the
lenders party thereto, JPMorgan Chase Bank, N.A., as administrative
agent thereto, and the other parties thereto to, among other
things, permit the consummation of the Spin-Off and related
transactions by the Company prior to the consummation of the
Merger.
About KLX Inc.
KLX Inc., through its two operating segments,
provides mission critical products and complex logistical solutions
to support its customers’ high value assets. KLX serves its
customers in demanding environments that face high cost of downtime
and require dependable, high quality just-in-time customer support.
The Aerospace Solutions Group is a leading distributor and value
added service provider of aerospace fasteners and consumables
offering the broadest range of aerospace hardware and consumables
and inventory management services worldwide. The Energy Services
Group provides vital services and products to oil and gas
exploration and production companies on an episodic, 24/7
basis.
Forward-Looking Statements
This news release 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. Such forward-looking statements, including
those regarding the timing and consummation of the transactions
described herein, involve risks and uncertainties. The Company’s
actual experience and results may differ materially from the
experience and results anticipated in such statements. Factors that
might cause such a difference include those discussed in the
Company’s filings with the Securities and Exchange Commission
(“SEC”), which include its Annual Report on Form 10-K and Current
Reports on Form 8-K. For more information, see the section entitled
“Forward-Looking Statements” contained in the Company’s Annual
Report on Form 10-K and in other filings. The forward-looking
statements included in this news release are made only as of the
date of this news release and, except as required by federal
securities laws and rules and regulations of the SEC, the Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
CONTACT:Michael PerlmanDirector,
Investor RelationsKLX Inc.(561) 791-5435
KLX Inc. (NASDAQ:KLXI)
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