July 9, 2018
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: John Reynolds
Assistant Director
Office of Natural Resources
Re: Cactus, Inc.
Registration Statement on Form S-1 (File No. 333-226095)
Ladies and Gentlemen:
As the representatives of the several underwriters of Cactus, Inc.’s (the “Company”) proposed follow-on public offering of up to 11,500,000 shares of Class A common stock of the Company, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:15 p.m., Washington, D.C. time, on July 11, 2018, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Preliminary Prospectus dated July 9, 2018 through the date hereof:
Preliminary Prospectus dated July 9, 2018:
250 copies to prospective underwriters, institutional investors, dealers and others.
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We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.
| Very truly yours, | ||
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| CITIGROUP GLOBAL MARKETS INC. | ||
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| As Representatives of the several | ||
| Underwriters | ||
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| CITIGROUP GLOBAL MARKETS INC. | ||
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| By: | /s/ Dylan C. Tornay | |
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| Name: | Dylan C. Tornay |
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| Title: | Managing Director |
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| CREDIT SUISSE SECURITIES (USA) LLC | ||
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| By: | /s/ Jaison George | |
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| Name: | Jaison George |
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| Title: | Director |
cc: Anuja A. Majmudar, Securities and Exchange Commission
