SEC Comment Letter for KLX Energy Services Holdings, Inc. (KLXE) (CIK 0001738827) (KLXE) — Aug 8, 2018
KLX Energy Services Holdings, Inc. (KLXE) (CIK 0001738827)
Date: Aug. 8, 2018 · CIK: 0001738827 · Accession: 0000000000-18-024467
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4628 August 7, 2018 Amin J. Khoury Chief Executive Officer and Chairman of the Board KLX Energy Services Holdings, Inc. 1300 Corporate Center Way Wellington, FL 33414
Re: KLX Energy Services Holdings, Inc. Registration Statement on Form 10 -12B Filed July 25 , 2018 File No. 001 -38609
Dear Mr. Khoury :
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested information or advise u s as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response
After reviewing your response and any amendment you may file in response to these comments , we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 18, 2018 letter.
Risk Factors, page 28
The spin -off and/or the merger may not be completed on the terms or timeline currently contem plated, page 48
1. We note your response to our prior comment 3 and the disclosure that you will be required to pay significant costs and expenses relating to the spin -off and merger . Please disclose the total estimated amount of costs and expenses relatin g to the spin -off, including the estimated amount of expenses for which the Company will be required to reimburse KLX, subject to the consummation of the merger.
Amin J. Khoury KLX Energy Services Holdings, Inc. August 7, 2018 Page 2
Exhibit 3.2
2. We note that your form of amended and restated bylaws includes an exclusive fo rum provision in Section 9.01. Please revise your information statement to include disclosure regarding this provision, including its impact on your stockholders.
You may contact John Cannarella , Staff Accountant, at (202) 551 -3337 or Jennifer Gallagher, Staff Accountant , at 202 -551-3706 if you have questions regarding comments on the financial s tatements and related matters. Please contact Irene Barberena -Meissner, Staff Attorney , at (202) 551 -6548 or Loan Lauren P. Nguyen , Legal Branch Chief , at (202) 551-3642 with any questions.
Sincerely,
/s/ Loan Lauren P. Nguyen for
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Mail Stop 4628 August 7, 2018 Amin J. Khoury Chief Executive Officer and Chairman of the Board KLX Energy Services Holdings, Inc. 1300 Corporate Center Way Wellington, FL 33414 Re: KLX Energy Services Holdings, Inc. Registration Statement on Form 10 -12B Filed July 25 , 2018 File No. 001 -38609 Dear Mr. Khoury : We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise u s as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response After reviewing your response and any amendment you may file in response to these comments , we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 18, 2018 letter. Risk Factors, page 28 The spin -off and/or the merger may not be completed on the terms or timeline currently contem plated, page 48 1. We note your response to our prior comment 3 and the disclosure that you will be required to pay significant costs and expenses relating to the spin -off and merger . Please disclose the total estimated amount of costs and expenses relatin g to the spin -off, including the estimated amount of expenses for which the Company will be required to reimburse KLX, subject to the consummation of the merger. Amin J. Khoury KLX Energy Services Holdings, Inc. August 7, 2018 Page 2 Exhibit 3.2 2. We note that your form of amended and restated bylaws includes an exclusive fo rum provision in Section 9.01. Please revise your information statement to include disclosure regarding this provision, including its impact on your stockholders. You may contact John Cannarella , Staff Accountant, at (202) 551 -3337 or Jennifer Gallagher, Staff Accountant , at 202 -551-3706 if you have questions regarding comments on the financial s tatements and related matters. Please contact Irene Barberena -Meissner, Staff Attorney , at (202) 551 -6548 or Loan Lauren P. Nguyen , Legal Branch Chief , at (202) 551-3642 with any questions. Sincerely, /s/ Loan Lauren P. Nguyen for John Reynolds Assistant Director Office of Natural Resources cc: Valerie F. Jacob, Esq. Freshfields Bruckhaus Deringer US LLP