KLX Energy Srvices Holdings, Inc. (NasdaqGS:KLXE) entered into a definitive agreement Quintana Energy Services Inc. (NYSE:QES) ("QES") from Quintana Capital Group, L.P., Archer Well Company, Inc., Geveran Investments Ltd, Corbin J Robertson and others for $8.3 million on May 3, 2020. Under the acquisition, KLXE and QES will combine in an all-stock merger transaction. QES shareholders will receive 0.4844 shares of KLXE common stock for each share of QES common stock. As on July 27, 2020, Each issued and outstanding share of Quintana Energy Services common stock was automatically converted into the right to receive 0.0969 shares. Upon closing, KLXE and QES shareholders will, respectively, own approximately 59% and 41% of the equity of the combined company on a fully diluted basis. Following a successful closing of the transaction, Archer will own approximately 11.5% of the combined company. Archer Well Company Inc., Quintana Capital Group, L.P., Geveran Investments Limited and Corbin J Robertson own approximately 75% of the outstanding shares of QES and have entered into a voting and support agreement to vote their shares in favor of the transaction. Combined company to retain the KLXE name and ticker while the corporate headquarters will move to Houston, Texas. Upon termination of the transaction, KLXE or QES may be required to pay a termination fee of $3 million to the other party and reimburse the other party for its expenses of up to $1.5 million.

Christopher J. Baker, President and Chief Executive Officer of QES, will be President and Chief Executive Officer. Thomas P. McCaffrey, President and Chief Executive Officer of KLXE, will be a member of the Board of Directors of the combined company and will be Chairman the Integration Committee of the Board. Keefer Lehner, Executive Vice President and Chief Financial Officer of QES, will be Executive Vice President and Chief Financial Officer of the combined company. Upon closing of the transaction, the combined company's Board of Directors will consist of nine Directors, five of whom will be from the legacy KLXE Board, including John Collins as Non-Executive Chairman, and four of whom will be from the legacy QES Board. Amin J. Khoury, a current Director on the Board of Directors of KLXE, will resign from the Board of Directors of KLXE. As part of the acquisition, post-completion, Quintan's Houston offices as well as certain other overlapping facilities, as appropriate, in each of its Geo regions, will be combined. Wellington office will be consolidated into the Houston office, so that, they will have one single corporate headquarters base in Houston.

The transaction is subjected to KLXE and QES shareholders' approval, the approval for listing of KLXE common stock issuable in the transaction on Nasdaq, the effectiveness of the registration statement on Form S-4, and satisfaction of other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both KLXE and QES. The Boards of KLXE and QES recommend shareholders to vote in favor of the transaction. Shareholders of each QES and KLXE will hold meetings on July 24, 2020 to approve the transaction. As of July 24, 2020, KLXE shareholder approved the issuance of common stock in connection with the transaction. As of July 24, 2020, QES shareholders approved the merger. The merger is expected to close in the second half of 2020. As of July 24, 2020, the transaction is expected to close on or about July 28, 2020. The transaction is expected to be accretive to free cash flow per share within 12 months of closing.

Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to KLXE and Valerie Ford Jacob, Paul K. Humphreys, Meredith Kotler, Lori Goodman, Kevin Kay, Bruce McCulloch, Jenn Mellott, Michael Levitt, Jeremy Barr, Brian Lewis, Kyle Lakin, Robert Scarborough and Dennis Caracristi of Freshfields Bruckhaus Deringer US LLP acted as legal advisors to KLXE. Perella Weinberg of Tudor, Pickering, Holt & Co. acted as financial advisor and fairness opinion provider to QES. Frank E. Bayouth, Eric C. Otness, K. Kristine Dunn, Elizabeth Malone, Andrea Nicolas, Resa Schlossberg, Erica Schohn, David Schwartz, Kenneth Schwartz and Sally Thurston of Skadden, Arps, Slate, Meagher, & Flom LLP served as legal advisors to Quintana Energy Services Inc. Computershare, Inc. acted as transfer agent and registrar for the KLXE Common Stock. Georgeson LLC acted as the information agent for KLXE and will receive fee of approximately $9,000 for its services. Mike O'Leary and Taylor Landry of Hunton Andrews Kurth is representing Tudor, Pickering, Holt & Co., as financial advisor to Quintana Energy Services, Inc. Quintana Energy Services will pay approximately $1.5 million to Tudor, Pickering, Holt & Co., LLC, out of which $1 million is payable rendering its opinion and the remaining portion of which is contingent upon the consummation of the merger. Broadridge Financial Solutions, Inc. acted as the information agent to QES and will receive a fee of $12,000 for its services. American Stock Transfer & Trust Company, LLC acted as transfer agent for QES. Goldman Sachs will receive a transaction fee of $1.5 million, all of which is contingent upon the consummation of the merger. Kotran, Stephen M. of Sullivan & Cromwell acted as legal advisor to Goldman Sachs & Co. LLC

KLX Energy Srvices Holdings, Inc. (NasdaqGS:KLXE) completed the acquisition of Quintana Energy Services Inc. (NYSE:QES) ("QES") from Quintana Capital Group, L.P., Archer Well Company, Inc., Geveran Investments Ltd, Corbin J Robertson and others on July 28, 2020. Archer has received a total of 919,998 shares in KLXE, representing approximately 11.1% of the shares in KLXE. In connection with the Merger and pursuant to the terms of the Merger Agreement, each of Benjamin A. Hardesty, Amin J. Khoury and Theodore L. Weise submitted letters of resignation and ceased to be directors of the KLXE Board of Directors. John T. Collins also submitted a letter of resignation as a Class III director and was immediately thereafter reappointed as a Class II Director and non-Executive Chairman of the KLXE Board of Directors. In connection with the Merger Dalton Boutté, Gunnar Eliassen, Corbin J. Robertson and Dag Skindlo were appointed to the KLXE Board of Directors. Geoffrey C. Stanford, Vice President and Chief Accounting Officer of QES, will serve as Vice President and Chief Accounting Officer of KLXE.