Cactus, Inc. (NYSE: WHD) (“Cactus”) announced today that it has
commenced an underwritten public offering (the “Offering”) of 10,000,000
shares of its Class A common stock (“common stock”) pursuant to a
registration statement on Form S-1 (the “Registration Statement”) filed
previously with the Securities and Exchange Commission (the “SEC”). In
addition, Cactus intends to grant the underwriters a 30-day option to
purchase up to an additional 1,500,000 shares of common stock. Cactus’
Class A common stock is traded on the New York Stock Exchange under the
ticker symbol “WHD.”
Cactus intends to contribute the net proceeds of the Offering to its
operating company subsidiary, Cactus Wellhead, LLC (“Cactus LLC”), in
exchange for common units representing limited liability company
interests in Cactus LLC (“CW Units”). Cactus will cause Cactus LLC to
use the net proceeds to redeem CW Units from certain of the other owners
of Cactus LLC. Citigroup and Credit Suisse, the lead book-running
managers in Cactus’ initial public offering (“IPO”), have agreed to
waive the IPO lock-up restrictions to the extent necessary to permit
certain officers and employees of Cactus to participate in the
redemption. The waiver will take effect on July 11, 2018.
Citigroup and Credit Suisse are acting as joint book-running managers
for the Offering.
The offering of these securities will be made only by means of a
prospectus that meets the requirements of Section 10 of the Securities
Act of 1933, as amended. A copy of the preliminary prospectus may be
obtained from:
Citigroup Global Markets Inc.
Attention: Broadridge Financial
Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Telephone:
(800) 831-9146
Credit Suisse Securities (USA) LLC
Attention: Prospectus Department
One
Madison Avenue
New York, New York 10010
Telephone: (800)
221-1037
newyork.prospectus@credit-suisse.com
About Cactus, Inc.
Cactus designs, manufactures, sells and rents a range of highly
engineered wellhead and pressure control equipment. Its products are
sold and rented principally for onshore unconventional oil and gas wells
and are utilized during the drilling, completion (including fracturing)
and production phases of its customers’ wells. In addition, it provides
field services for all its products and rental items to assist with the
installation, maintenance and handling of the wellhead and pressure
control equipment. Cactus operates 15 service centers in the United
States, which are strategically located in the key oil and gas producing
regions, including the Permian, SCOOP/STACK, Marcellus, Utica, Eagle
Ford and Bakken, among other areas, and one service center in
Eastern Australia.
Important Information
A registration statement relating to these securities has been filed
with the SEC but has not yet become effective. These securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. The registration statement may
be obtained free of charge at the SEC’s website at www.sec.gov
under “Cactus, Inc.” This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or
jurisdiction.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements, including statements regarding the size, timing or results
of the proposed public offering and the use of proceeds therefrom,
represent Cactus’ expectations or beliefs concerning future events, and
it is possible that the results described in this press release will not
be achieved. These forward-looking statements are subject to risks,
uncertainties and other factors, many of which are outside of Cactus’
control, that could cause actual results to differ materially from the
results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it
is made, and, except as required by law, Cactus does not undertake any
obligation to update or revise any forward-looking statement, whether as
a result of new information, future events or otherwise. New factors
emerge from time to time, and it is not possible for Cactus to predict
all such factors. When considering these forward-looking statements, you
should keep in mind the risk factors and other cautionary statements in
the prospectus filed with the SEC in connection with the public
offering, Cactus’ Form 10-K for the year ended December 31, 2017 and
Form 10-Q for the quarter ended March 31, 2018 and its other filings
with the SEC. The risk factors and other factors noted in Cactus’
prospectus could cause its actual results to differ materially from
those contained in any forward-looking statement.
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