Cactus, Inc. (NYSE: WHD) (“Cactus”) announced today the pricing of its
underwritten public offering (the “Offering”) of 10,000,000 shares of
its Class A common stock (“common stock”) at $33.25 per share. In
addition, Cactus has granted 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.” The Offering is expected to close on July 16, 2018,
subject to customary closing conditions.
Cactus expects to receive approximately $320.9 million of net proceeds
from the Offering, after deducting underwriting discounts (or
approximately $369.0 million if the underwriters’ option to purchase
additional shares of common stock is exercised in full). 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. For each
CW Unit that is redeemed, Cactus will cancel a corresponding share of
its Class B common stock.
Citigroup and Credit Suisse are acting as joint book-running managers
for the Offering.
The offering of these securities is being made pursuant to an effective
registration statement and will be made only by means of a prospectus. A
copy of the prospectus, when available, 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
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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