Item 1.01 Entry Into a Material Definitive Agreement.
On January 10, 2023, Cactus, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) by and among the Company, Cactus
Wellhead, LLC (“Cactus LLC”), and J.P. Morgan Securities LLC as representative
of the several underwriters named therein (the “Underwriters”), providing for
the offer and sale by the Company (the “Offering”) of up to 2,803,739 shares of
the Company’s Class A common stock, par value $0.01 per share (“Class A Common
Stock”). In addition, the Company granted the Underwriters a 30-day option to
purchase up to an additional 420,561 shares of the Company’s Class A Common
Stock at a price to the underwriters of $51.36 per share (the “Option”). On
January 11, 2023, the Underwriters advised the Company that they had exercised
the Option in full.
As described in the prospectus supplement dated January 10, 2023, and filed with
the Securities and Exchange Commission on January 12, 2023, the Company will use
all of the net proceeds from this offering to acquire newly issued CW Units from
Cactus LLC at a purchase price per CW Unit equal to the offering price of Class
A common stock net of underwriting discounts and commissions. In connection with
the closing of the previously announced acquisition of FlexSteel Technologies
Holdings, Inc. and its affiliates (the “Merger”), the Company intends to cause
Cactus LLC to transfer to us the net proceeds from this Offering, cash on hand
and proceeds from other long-term debt financing, to use to fund the merger
consideration for the Merger, including related fees and expenses.
The Underwriting Agreement contains customary representations and warranties,
agreements and obligations, closing conditions and termination provisions. The
Company and Cactus LLC 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.
On January 13, 2023, the Company closed the Offering, including the Option.
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 7.01. Regulation FD Disclosure.
On January 10, 2023, the Company issued a press release announcing the pricing
of the above mentioned Offering. A copy of the press release is furnished with
this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item
7.01 by reference.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is
being furnished, and shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of January 10, 2023, by and among Cactus, Inc., Cactus Wellhead, LLC, and J.P. Morgan Securities LLC 5.1 Opinion of Davis Polk & Wardwell LLP 23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) 99.1 Press Release, dated January 10, 2023 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document) 2
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