Business Context and Reporting Period
Cactus, Inc. filed a Form 8-K Current Report on March 19, 2019, regarding a material definitive agreement entered into on that date. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document details a secondary offering where neither the Company nor its subsidiary, Cactus Wellhead, LLC, will receive any net proceeds.
Material Changes and Transaction Details
- Transaction Type: Underwriting agreement for the sale of 8,500,000 shares of Class A common stock by Selling Stockholders.
- Price: $35.93 per share.
- Underwriters: Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC.
- Structure: Approximately 8,473,913 shares involve the redemption of Cactus Wellhead, LLC units (CW Units) and corresponding Class B common stock, which will be cancelled and replaced with Class A shares issued to underwriters. An additional 26,087 shares are existing Class A shares held by Selling Stockholders.
- Closing Date: Expected on March 21, 2019, subject to customary conditions.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on operations, or specific risk factors beyond standard underwriting indemnification provisions. The primary contingency is the customary closing conditions required to finalize the Offering.
Key Facts for Investor Verification
- Verify that the Company receives zero net proceeds from this transaction.
- Confirm the dilution impact resulting from the issuance of 8,473,913 new Class A shares to replace redeemed units.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific indemnification obligations and termination provisions.
- Monitor the closing status on or after March 21, 2019.