UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 9, 2021
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Cactus, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-38390 | 35-2586106 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
920 Memorial City Way, Suite 300
Houston, Texas 77024
(Address of principal executive offices)
(Zip Code)
(713) 626-8800
(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 | | WHD | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
On March 9, 2021, Cactus, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Cactus Wellhead, LLC (“Cactus LLC”), certain selling stockholders of the Company named in Schedule I thereto (the “Selling Stockholders”), and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named therein (the “Underwriters”), providing for the offer and sale by the Selling Stockholders (the “Offering”) of up to 5,500,000 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”). In addition, the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 825,000 shares of the Company’s Class A Common Stock that may be issued and sold to cover overallotments, if any, at a price to the underwriters of $30.555 per share (the “Over Allotment Option”). On March 10, 2021, the Underwriters advised the Company that they had exercised the Over Allotment Option in full.
As described in the prospectus supplement dated March 9, 2021 and filed with the Securities and Exchange Commission (the “Commission”) on March 10, 2021, in connection with the Offering, certain Selling Stockholders who own common units representing limited liability company interests in Cactus LLC (“CW Units”) will exercise their right to redeem (the “Redemption Right”) 6,272,500 CW Units, together with a corresponding number of shares of the Class B common stock of the Company, par value $0.01 per share (“Class B Common Stock”), as provided in the First Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the “Cactus LLC Agreement”). Upon the closing of the Offering, the Company expects to acquire the redeemed CW Units and a corresponding number of shares of Class B Common Stock (which shares of Class B Common Stock will then be cancelled) and issue 6,272,500 shares of Class A Common Stock to the Underwriters at the direction of the redeeming Selling Stockholders, as provided in the Cactus LLC Agreement. In addition, certain other Selling Stockholders expect to sell 52,500 shares of Class A Common Stock in the Offering, which shares are owned by them on the date hereof.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company, Cactus LLC and the Selling Stockholders each have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make because of such liabilities.
The Offering is expected to close on March 12, 2021, subject to customary closing conditions. Neither the Company nor Cactus LLC will receive any of the net proceeds from the Offering.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No. | | Description |
| 1.1 | | |
| 5.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Cactus, Inc. | |
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| March 11, 2021 | By: | /s/ Stephen Tadlock |
| Date | Name: | Stephen Tadlock |
| Title: | Vice President, Chief Financial Officer and Treasurer |
