KLX Energy Services Holdings, Inc. entered into a Unit Purchase Agreement by and among the Company, KLX Energy Services LLC, a wholly-owned subsidiary of the Company, agreed to acquire 100% of the outstanding units of Motley Services, LLC (Motley) from the Sellers for a purchase price of $139.2 million in cash, subject to certain purchase price adjustments, and $9.0 million of shares of the Company’s common stock payable to certain employees of Motley.  The shares will be issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. The Company intends to fund the cash consideration and other amounts payable in connection with the Acquisition with a portion of the proceeds from a debt financing.

In connection with the Acquisition, the Company entered into an amendment to its $100 million asset-based revolving credit facility, with JPMorgan Chase listed in regulatory fiings as administrative agent. Among other things, the amendment permits the incurrence of indebtedness necessary to consummate the Acquisition.  

In the Unit Purchase Agreement, KLX Energy Services LLC and the Sellers have made customary representations and warranties relating to their respective businesses and have agreed to customary covenants relating to the Acquisition.  Among other things, prior to the consummation of the Acquisition, the Sellers will be subject to certain business conduct restrictions with respect to the operation of Motley’s business. In addition, KLX Energy Services LLC and the Sellers have agreed to indemnify each other for losses arising from certain breaches of the Unit Purchase Agreement and for certain other matters.

The Acquisition is expected to be consummated in late October or early November 2018.