Cactus Prices Upsized Public Offering of Common Stock
11 Janeiro 2023 - 01:59AM
Business Wire
Cactus, Inc. (NYSE: WHD) (“Cactus”) announced today the pricing
of an underwritten offering (the “Offering”) of 2,803,739 shares of
its Class A common stock (“common stock”) for total gross proceeds
of approximately $150 million. Cactus has granted the underwriters
an option to purchase up to an additional 420,561 shares of common
stock at the public offering price, less the underwriting discounts
and commissions. The Offering is expected to close on January 13,
2023, subject to customary closing conditions.
Cactus intends to use the net proceeds from this offering to
finance a portion of its previously announced acquisition of
FlexSteel Technologies Holdings, Inc. and its affiliates.
J.P. Morgan Securities LLC, BofA Securities, Inc., Piper Sandler
& Co., TPH&Co., the energy business of Perella Weinberg
Partners, Barclays Capital Inc. and Citigroup are acting as joint
book-running managers for the Offering. Johnson Rice & Company
L.L.C., PEP Advisory LLC and Stifel, Nicolaus & Company
Incorporated are acting as co-managers for the Offering.
The securities are being offered and will be sold pursuant to an
automatic shelf registration statement (including a prospectus)
that was previously filed with the Securities and Exchange
Commission (the “SEC”) and became effective upon filing. 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. The
Offering is being made only by means of a prospectus and related
prospectus supplement.
Copies of the preliminary prospectus supplement and accompanying
base prospectus and, when available, copies of the final prospectus
supplement and accompanying base prospectus, related to the
Offering may be obtained, free of charge, at the SEC’s website at
www.sec.gov. Alternatively, copies of the preliminary prospectus
supplement and accompanying base prospectus may be obtained
from:
J.P. Morgan Securities LLC Attention: Broadridge Financial
Solutions 1155 Long Island Avenue Edgewood, New York 11717
Telephone: (866) 803-9204 prospectus-eq_fi@jpmchase.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 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 service centers
throughout the United States and Australia, while also providing
equipment and services in select international markets.
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 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.
Forward-looking statements can be identified by the use of
forward-looking terminology including “may,” “believe,” “expect,”
“intend,” “anticipate,” “estimate,” “continue,” “potential,”
“will,” “hope” or other similar words and include the Company’s
expectation of future performance contained herein. These
statements discuss future expectations, contain projections of
results of operations or of financial condition, or state other
“forward-looking” information. You are cautioned not to place undue
reliance on any forward-looking statements, which can be affected
by assumptions used or by risks or uncertainties, including
unanticipated challenges relating to the proposed transaction and
related financing. Consequently, no forward-looking statements can
be guaranteed. When considering these forward-looking statements,
you should keep in mind the risk factors and other factors noted in
the prospectus and related preliminary prospectus supplement filed
with the SEC in connection with the Offering, the Company’s Annual
Report on Form 10-K, any Quarterly Reports on Form 10-Q and the
other documents that the Company files with the Securities and
Exchange Commission. The risk factors and other factors noted
therein could cause actual results to differ materially from those
contained in any forward-looking statement. Cactus disclaims any
duty to update and does not intend to update any forward-looking
statements, all of which are expressly qualified by the statements
in this section, to reflect events or circumstances after the date
of this presentation.
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version on businesswire.com: https://www.businesswire.com/news/home/20230110006062/en/
Cactus, Inc. John Fitzgerald, 713-904-4655 Director of
Corporate Development and Investor Relations IR@CactusWHD.com
Cactus (NYSE:WHD)
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