AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 to Schedule 13D (this Amendment No. 3) relates to the common stock, par value $0.01 per share
(the Common Stock) of Quintana Energy Services Inc., a Delaware corporation (the Issuer), and amends the Schedule 13D filed with the Securities and Exchange Commission on February 26, 2018 (the
Original 13D), as amended by each of Amendment No. 1, filed on March 30, 2018, and by Amendment No. 2, filed on November 7, 2018, by Quintana Capital Group, L.P. (Quintana Capital), Quintana
Capital Group GP Ltd. (Quintana Capital GP), Quintana Energy Fund FI, LP (QES FI Fund), Quintana Energy Fund TE, LP (QES TE Fund), Quintana Energy Partners, L.P.
(QEP), Quintana Energy Partners QES Holdings, L.L.C. (QEP Holdings), QEP Management Co., LP (QEP Management), QEP Management Co. GP, LLC (QEP Management GP),
Robertson QES Investment LLC (Robertson QES), Corbin J. Robertson, Jr. (Mr. Robertson), Archer Limited (Archer Limited), Archer Assets UK Limited (Archer
UK), Archer Well Company Inc. (Archer Well), Archer Holdco LLC (Archer Holdco), John Fredriksen (Mr. Fredriksen), C.K. Limited (C.K.
Limited), Greenwich Holdings Limited (Greenwich), Famatown Finance Limited (Famatown) and Geveran Investments Limited (Geveran Investments and, together with Quintana Capital,
Quintana Capital GP, QES FI Fund, QES TE Fund, QEP, QEP Holdings, QEP Management, QEP Management GP, Robertson QES, Mr. Robertson, Archer Limited, Archer UK, Archer Well, Archer Holdco, Mr. Fredriksen, C.K. Limited, Greenwich and
Famatown, each a Reporting Person and collectively, the Reporting Persons).
Except as otherwise specified in this
Amendment No. 3, all items left blank remain unchanged in all material respects and any items which are reported are deemed to amend the corresponding items in the Schedule 13D. Capitalized terms used herein but not defined herein have the
respective meanings ascribed to them in the Schedule 13D.
Item 4.
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Purpose of Transaction.
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Item 4 of this Schedule 13D is hereby amended and supplemented to include the following:
Support Agreement
On May 3, 2020, the Issuer
and KLX Energy Services Holdings, Inc., a Delaware corporation (KLXE), Krypton Intermediate LLC, a Delaware limited liability company and indirect wholly owned subsidiary of KLXE (Acquiror), and Krypton Merger Sub Inc., a
Delaware corporation and indirect wholly owned subsidiary of KLXE (Merger Sub), entered into an agreement and plan of merger (the Merger Agreement) pursuant to which, on the terms and subject to the conditions set forth
therein, Merger Sub will merge with and into the Issuer in an all-stock merger transaction, with Issuer surviving as the indirect wholly owned subsidiary of KLXE (the Merger).
Concurrently with the execution of the Merger Agreement, Archer Holdco LLC, Geveran Investments Limited, Famatown Finance Limited, Robertson Quintana
Investment LLC, Quintana Energy Partners Quintana Holdings LLC, Quintana Energy Fund TE, L.P. and Quintana Energy Fund FI, L.P. (collectively, the Designated Stockholders) entered into a Support Agreement (the
Support Agreement) with KLXE pursuant to which the Designated Stockholders agreed, among other things and subject to the terms of the Support Agreement, (i) to vote all of their shares of Common Stock in favor of the adoption of the
Merger Agreement and against, among other things, an alternative acquisition proposal, and (ii) to not knowingly solicit alternative acquisition proposals or enter into discussions or negotiations with respect thereto.
The Designated Stockholders have granted an irrevocable proxy in favor of designated officers of KLXE to vote their shares of Common Stock in accordance with
the foregoing. The Support Agreement will terminate on the earliest to occur of (i) termination of the Merger Agreement, (ii) the effective time of the Merger, (iii) the making of any modification, waiver or amendment to the Merger
Agreement effected without the Designated Stockholders consent that decreases the amount or changes the form of consideration to be paid by KLXE pursuant to the terms of the Merger Agreement as in effect on the date of the Support Agreement,
(iv) the mutual written consent of KLXE and the Designated Stockholders, (v) the Outside Date (as defined in the Merger Agreement) and (vi) a change of recommendation by the board of directors of Issuer in connection with an
intervening event.
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