UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported): August 3, 2020 (August 3, 2020)
KLX Energy Services Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38609 | 36-4904146 |
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S.
Employer Identification No.) |
| 1415 Louisiana Street, Suite 2900 | |
| Houston, Texas | 77002 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (832) 518-4094
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| Common Stock, $0.01 Par Value | KLXE | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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. ¨
Item 8.01 Other Events
In connection with the closing of the merger with Quintana Energy Services Inc. (“QES”), PricewaterhouseCoopers LLP, independent registered public accounting firm to QES, has provided a consent for a previously filed registration statement of KLX Energy Services Holdings, Inc. on Form S-8, which is attached hereto as Exhibit 23.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 23.1 | Consent of PricewaterhouseCoopers LLP |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 3, 2020
| KLX Energy Services holdings, Inc. | ||
| By: | /s/ Max L. Bouthillette | |
| Name: Max L. Bouthillette | ||
| Title: Executive Vice President, General Counsel and Chief Compliance Officer | ||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-227321) of KLX Energy Services Holdings, Inc. of our report dated March 5, 2020 relating to the financial statements of Quintana Energy Services Inc., which appears in KLX Energy Services Holdings, Inc.'s Current Report on Form 8-K dated July 28, 2020.
| /s/ PricewaterhouseCoopers LLP | |
| Houston, Texas | |
| August 3, 2020 |