KLX seeks consents for 5 7/8% notes to allow spinoff before merger

New York, May 30 – KLX Inc. began a consent solicitation for its $1.2 billion of 5 7/8% senior notes due 2022, according to a news release.

The solicitation is being carried out in order to allow the planned spinoff to the company’s shareholders of KLX Energy Services Holdings, Inc. before the remainder of KLX Inc., its aerospace services group, is acquired by Boeing Co. Under the second part, KLX will merge with Boeing subsidiary Kelly Merger Sub, Inc., with KLX as the surviving entity.

If the necessary consents are received, KLX plans to carry out the spinoff first, then redeem the notes concurrently with the merger with Kelly.

If the consents are not received or if KLX delays the spinoff for any reason, the spinoff will be carried out simultaneously with the completion of the merger with Kelly and the notes will be redeemed.

KLX is offering a consent payment of $1.25 per $1,000 principal amount.

The solicitation ends at 5 p.m. ET on June 5.

Approval is needed from holders of a majority of the notes.

J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are solicitation agents. Ipreo LLC (212 849-3880 or 888 593-9546) is information and tabulation agent.

KLX is a Wellington, Fla., distributor of aerospace fasteners and consumables, and provider of services and products to oil and gas exploration and production companies.

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