Item 1.01 Entry into a Material Definitive Agreement.
Supplemental Indenture
On June 8, 2018, KLX Inc. (“
KLX
” or the “
Company
”) entered into a third supplemental indenture (the “
Third Supplemental Indenture
”) among the Company, the guarantors party thereto (the “
Guarantors
”) and Wilmington Trust, National Association, a national banking association, as trustee (the “
Trustee
”), amending and supplementing the indenture (the “
Indenture
”), dated as of December 8, 2014, providing for the issuance of the Company’s 5.875% Senior Notes due 2022 (the “
Notes
”).
The Third Supplemental Indenture gives effect to the consents set forth in the Company’s Consent Solicitation Statement, dated as of May 30, 2018, and amended certain terms and provisions of the Indenture.
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 the Company, at the effective date of the Merger, the Company will merge with and into Merger Sub, with the Company as the surviving entity (the “
Merger
”). Prior to the consummation of the Merger, the Company intends to spin off to its shareholders KLX Energy Services Holdings, Inc., a to-be-formed wholly owned subsidiary of the Company and the eventual parent company of KLX’s Energy Services Group (the “
Spin-Off
”). The Third Supplemental Indenture amended the restricted payment covenant and certain other provisions in the Indenture to permit the consummation of the Spin-Off and related transactions by the Company prior to the consummation of the Merger. In addition, the Third Supplemental Indenture confirms that (1) notwithstanding the other provisions of the Indenture, the contemplated Spin-Off and related transactions are permitted under the Indenture and (2) no provision of the Indenture will prevent the completion of the Spin-Off and related transactions. The Third Supplemental Indenture also confirms that the contemplated transactions do not implicate the limitation on dividend and other payment restrictions affecting subsidiaries covenant or the limitation on transactions with affiliates covenant.
The foregoing description of the Third Supplemental Indenture is qualified in its entirety by reference to the full text of the Third Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1.
Senior Secured Credit Facility Amendment
On June 8, 2018, the Company also entered into an amendment to its Credit Agreement, dated as of May 19, 2015, among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent thereto, and the other parties thereto. Pursuant to the amendment, the lenders agreed to amend provisions of the Credit Agreement to, among other things, permit the consummation of the Spin-Off and related transactions by the Company prior to the consummation of the Merger.
The foregoing description of the amendment to KLX’s Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1.