[Context: On February 8, Cadent Energy-backed Cactus announced the pricing of an IPO of almost 2 million more shares, raising $437m without the greenshoe. Further details and advisors are below.]
Cactus, Inc. Prices Upsized Initial Public Offering
HOUSTON–February 08–Cactus, Inc. (NYSE: WHD) (“Cactus”) announced today the pricing of its upsized initial public offering of 23,000,000 shares of its Class A common stock (“common stock”) at $19.00 per share. The shares are expected to begin trading on the New York Stock Exchange under the ticker symbol “WHD” on February 8, 2018. In addition, Cactus has granted the underwriters a 30-day option to purchase up to an additional 3,450,000 shares of common stock from Cactus at the initial public offering price, less underwriting discounts and commissions. The offering is expected to close on February 12, 2018, subject to customary closing conditions.
Cactus expects to receive approximately $405.8 million of net proceeds from the offering, after deducting underwriting discounts and estimated offering expenses (or approximately $467.4 million if the underwriters’ option to purchase additional shares of common stock is exercised in full). Cactus intends to contribute the net proceeds of this 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 (i) approximately $251.0 million to repay the borrowings outstanding under its term loan facility and (ii) approximately $154.8 million to redeem CW Units from certain of the owners of Cactus LLC. If the underwriters exercise their option to purchase additional shares of common stock, Cactus intends to contribute the net proceeds from any such exercise to Cactus LLC in exchange for additional CW Units, and to cause Cactus LLC to use any such amounts to redeem additional CW Units from certain of the owners of Cactus LLC.
Citigroup and Credit Suisse are acting as joint book-running managers. Simmons & Company International, Energy Specialists of Piper Jaffray; J.P. Morgan; and BofA Merrill Lynch are also acting as joint book-running managers. Tudor, Pickering, Holt & Co.; Barclays; RBC Capital Markets; Raymond James; and Scotia Howard Weil are acting as co-managers.
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. A copy of the prospectus may be obtained from:
About Cactus, Inc.
Cactus, Inc. designs, manufactures, sells and rents a range of highly-engineered wellheads 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, Inc. operates 14 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.
A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”). 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 these securities, 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 registration or qualification under the securities laws of any such state or jurisdiction.
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 initial public offering and Cactus’ use of proceeds from the offering, 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 Cactus’ initial public offering. 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.