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INDEX TO FINANCIAL STATEMENTS
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Filed Pursuant to Rule 424(b)(4)
Registration No. 333-226095
Class A Common Stock
We are selling 10,000,000 shares of Class A common stock.
Our Class A common stock is listed on the New York Stock Exchange under the symbol "WHD." The last reported sales price of our Class A common stock on the New York Stock Exchange on July 11, 2018 was $33.65 per share.
To the extent that the underwriters sell more than 10,000,000 shares of Class A common stock, the underwriters have the option, exercisable within 30 days from the date of this prospectus, to purchase up to an additional 1,500,000 shares of Class A common stock from us at the public offering price less the underwriting discount and commissions.
We are an "emerging growth company," as that term is defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements.
Investing in our Class A common stock involves a high degree of risk.
See "Risk Factors" on page 21.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
| ||Per Share||Total|
Price to the public
Underwriting discount and commissions(1)
Proceeds, before expenses, to us(1)
- The underwriters will also be reimbursed for certain expenses incurred in the offering.
See "Underwriting" for additional information regarding underwriting compensation.
The underwriters expect to deliver the shares of our Class A common stock to investors against payment on or about July 16, 2018.
July 11, 2018
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You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf or to the information which we have referred you.
Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus and any free writing prospectus.
We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell shares of Class A common stock and seeking offers to buy shares of Class A common stock only in jurisdictions where offers and sales are permitted.
The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of any sale of the Class A common stock. Our business, results of operations, financial condition and prospects may have changed since that date.
This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control.
See "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements."
Industry and Market Data
The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications and other published independent sources.
Some data is also based on our good faith estimates. Although we believe these third-party sources are reliable as of their respective dates, neither we nor the underwriters have independently verified the accuracy or completeness of this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the
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section entitled "Risk Factors." These and other factors could cause results to differ materially from those expressed in these publications.
Trademarks and Trade Names
We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties' trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us.
Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.
Certain Terms Used in this Prospectus
Any reference in this prospectus to:
- "Cactus," the "Company," "us," "we," "our," "ours" or like terms refer to (i) Cactus Wellhead, LLC ("Cactus LLC") and its consolidated subsidiaries prior to the completion of our initial public offering on February 12, 2018 (our "IPO") and (ii) Cactus, Inc.
("Cactus Inc.") and its consolidated subsidiaries (including Cactus LLC) following the completion of our IPO, unless we state otherwise or the context otherwise requires;
- "Cactus Inc." refers to Cactus, Inc.
Innovative Wellhead Solutions
and its consolidated subsidiaries, unless we state otherwise or the context otherwise requires;
- "Cactus LLC" refers to Cactus Wellhead, LLC;
- "Cactus WH Enterprises" refers to Cactus WH Enterprises, LLC, a Delaware limited liability company owned by Messrs. Scott Bender, Joel Bender and Steven Bender and certain of our other officers and employees.
Cactus WH Enterprises was formed by Messrs. Scott Bender and Joel Bender to hold units in Cactus LLC. Cactus WH Enterprises holds Class B common stock in us and units in Cactus LLC;
- "Cadent" refers to Cadent Energy Partners II, L.P., an affiliate of Cadent Energy Partners. Cadent holds Class B common stock in us and units in Cactus LLC;
- "Cadent Energy Partners" refers to Cadent Energy Partners LLC, a natural resource private equity firm that invests in small to medium-sized companies in the North American energy industry; and
- "Pre-IPO Owners" refers collectively to Cadent, Cactus WH Enterprises and Mr. Lee Boquet.
Cactus Wellhead Stock Performance
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This summary highlights selected information contained elsewhere in this prospectus.
You should read the entire prospectus carefully, including the information under the headings "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and the notes related to those financial statements appearing elsewhere in this prospectus.
Except as otherwise indicated, all information contained in this prospectus assumes that the underwriters do not exercise their option to purchase additional shares of Class A common stock and excludes Class A common stock reserved for issuance under our long-term incentive plan (our "LTIP").
Cactus Inc., the issuer in this offering, is a holding company formed to own an interest in, and act as the sole managing member of, Cactus LLC.
Cactus Inc. is responsible for all operational, management and administrative decisions relating to Cactus LLC's business and consolidates the financial results of Cactus LLC and its subsidiaries.
Cactus LLC is our predecessor for financial reporting purposes. References to "Cactus," the "Company," "us," "we," "our," "ours" or like terms refer to (i) Cactus Wellhead, LLC ("Cactus LLC") and its consolidated subsidiaries prior to the completion of our initial public offering on February 12, 2018 (our "IPO") and (ii) Cactus, Inc.
("Cactus Inc.") and its consolidated subsidiaries (including Cactus LLC) following the completion of our IPO, unless we state otherwise or the context otherwise requires.
We design, manufacture, sell and rent a range of highly engineered wellhead and pressure control equipment.
Our products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion (including fracturing) and production phases of our customers' wells. In addition, we provide field services for all of our products and rental items to assist with the installation, maintenance and handling of the wellhead and pressure control equipment.
When will cactus wellhead ipo
Our principal products include our Cactus SafeDrill wellhead systems as well as frac stacks, zipper manifolds and production trees that we design and manufacture. Every oil and gas well requires a wellhead, which is installed at the onset of the drilling process and which remains with the well through its entire productive life.
The Cactus SafeDrill wellhead systems employ technology which allows technicians to land and secure casing strings more safely from the rig floor, reducing the need to descend into the cellar. We believe we are a market leader in the application of such technology, with thousands of our products sold and installed across the United States since 2011.
During the completion phase of a well, we rent frac stacks, zipper manifolds and other high-pressure equipment that are used for well control and for managing the transmission of frac fluids and proppants during the hydraulic fracturing process.
These severe service applications require robust and reliable equipment. For the subsequent production phase of a well, we sell production trees that regulate hydrocarbon production, which are installed on the wellhead after the frac stack has been removed. In addition, we provide mission-critical field services for all of our products and rental items, including 24-hour service crews to assist with the installation, maintenance and safe handling of the wellhead and pressure control equipment.
Finally, we provide repair services for all of the equipment that we sell or rent.
Our innovative wellhead products and pressure control equipment are developed internally. We believe our close relationship with our customers provides us with insight into the specific issues encountered in the drilling and completion processes, allowing us to provide them with highly tailored product and service solutions. We have achieved significant market share, as measured by the percentage of total active U.S.
onshore rigs that we follow (which we define as the number of active U.S. onshore drilling rigs to which we are the primary provider of wellhead products and corresponding services during drilling), and brand name recognition with respect to our engineered products, which
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we believe is due to our focus on safety, reliability, cost effectiveness and time saving features.
We optimize our products for pad drilling (i.e., the process of drilling multiple wellbores from a single surface location) to reduce rig time and provide operators with significant efficiencies that translate to cost savings at the wellsite.
Our manufacturing and production facilities are located in Bossier City, Louisiana and Suzhou, China.
While both facilities can produce our full range of products, our Bossier City facility has advanced capabilities and is designed to support time-sensitive and rapid turnaround orders, while our facility in China is optimized for longer lead time orders and outsources its machining requirements.
Both our United States and China facilities are licensed to the latest American Petroleum Institute ("API") 6A specification for both wellheads and valves and API Q1 and ISO9001:2015 quality management systems.
We operate 15 service centers in the United States, which are strategically located in the key oil and gas producing regions, including the Permian, SCOOP/STACK, Marcellus, Utica, Eagle Ford, Bakken and other active oil and gas regions in the United States.
We also have one service center in Eastern Australia. These service centers support our field services and provide equipment assembly and repair services.
The following table presents information regarding our consolidated revenues, net income (loss) and Adjusted EBITDA for the periods indicated.
| ||Three Months|
| ||($ in millions)|
Field service and other revenue
Net income (loss)
Adjusted EBITDA as a % of total revenues(1)
- Adjusted EBITDA is a non-GAAP financial measure.
For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most directly comparable measure calculated in accordance with accounting principles generally accepted in the United States of America ("GAAP"), please see "Summary Historical Financial DataNon-GAAP Financial Measures."
We believe these results have been due to our focus on providing industry-leading technology and service.
The table below sets forth the number of active U.S.
onshore rigs that we followed, the total number of active U.S. onshore rigs as reported by Baker Hughes and the percentage of the total number of active U.S. onshore rigs that we followed, as of the dates presented.
We believe that comparing the total number of active U.S. onshore rigs to which we are providing our products and services at a given time to the total number of active U.S.
onshore rigs on or about such time provides
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us with a reasonable approximation of our market share with respect to our wellhead products sold and the corresponding services we provide.
As of Mid-Month
|Total Number of|
of the Total
- The number of active U.S.
onshore rigs we followed represents the approximate number of active U.S. onshore drilling rigs to which we were the primary provider of wellhead products and corresponding services during drilling, as of mid-month.
- Source: Baker Hughes Rig Count Data, as published on the Friday falling on or immediately preceding the 15th day of each month presented.
- Represents the number of active U.S. onshore rigs we followed divided by the total number of active U.S. onshore rigs, as of mid-month.
We have been expanding our market share since we began operating, including during the industry downturn that began in mid-2014. However, our financial results were burdened with significant interest expense associated with our term loan facility of $2.5 million and $4.8 million for the three months ended March 31, 2018 and 2017, respectively, and $20.0 million, $19.9 million and $21.3 million for the 2017, 2016 and 2015 fiscal years, respectively.
RUNNING AND RETRIEVING TOOL 001
We used a portion of the net proceeds from our IPO, which we completed in February 2018, to repay the term loan facility, so we no longer have interest expense associated with a term loan facility.
Over the past decade, exploration and production ("E&P") companies have increasingly focused on exploiting the vast hydrocarbon reserves contained in North America's unconventional oil and natural gas reservoirs.
E&P companies utilize drilling and completions equipment and techniques, including hydraulic fracturing, that optimize cost and maximize overall production of a given well. Since the trough in the second quarter of 2016, the total number of active U.S. onshore rigs has increased by 176% as of June 22, 2018. Most industry experts are predicting a further, though less significant, increase in drilling and completions activity.
In June 2018, Spears & Associates reported that the average number of U.S. wells drilled per year per horizontal rig had increased from 12 in 2011 to 19 in 2017, and the total U.S. onshore drilling rig count is expected to average 1,036 in 2018, 1,147 in 2019 and 1,214 in 2020, a material increase relative to the 2016 average reported by Baker Hughes of 483 rigs. Similarly, according to Spears & Associates, the total number of U.S.
onshore wells drilled is
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expected to increase from 22,051 in 2017 to 24,679 in 2018, 27,062 in 2019 and 28,590 in 2020.
Furthermore, according to Spears & Associates spending on onshore drilling and completions in the U.S. in 2018 is expected to increase 26% from 2017, 18% from 2018 to 2019 and 9% from 2019 to 2020. In addition, the U.S. Energy Information Administration (the "EIA") projects that the average WTI spot price will increase through 2040 from growing demand and the development of more costly oil resources.
Our highly engineered wellhead and pressure control equipment is designed for horizontal wells and supports greater pad drilling efficiency while enhancing safety. We believe that demand for our products and services will continue to increase over the medium and long-term as a result of numerous favorable industry trends, including:
- increases in customer drilling and completions budgets, particularly in the Permian, and to a more moderate extent in the Marcellus and Utica regions, some of the key unconventional basins where we operate;
- an expected increase in horizontal wells as a percentage of all wells drilled;
- increases in the number and intensity of fracturing stages for a typical wellbore;
- an industry shift towards pad drilling and simultaneous fracturing operations, for which we believe E&P companies will seek to work with vendors that can provide a comprehensive suite of products and services to reduce pad congestion and who are focused on reliability and quality; and
- increases in the number of drilled but uncompleted ("DUC") wells that will require fracturing in the future to become commercial.
Our Competitive Strengths
Our primary business objective is to create value for our stockholders by serving as the preferred provider of wellhead and pressure control equipment to our customers through a comprehensive suite of products and services.
We believe that the following strengths differentiate us from our peers and position us well to capitalize on increased opportunities across our footprint:
- Leading provider of differentiated, innovative and mission-critical wellhead and pressure control equipment for the U.S.
onshore unconventional market. We are a leading wellhead and pressure control equipment provider to customers in all of the major U.S. onshore regions, the fastest growing oil and gas market.
We manufacture products engineered specifically for the development of unconventional wells, and the products we provide are critical to well control. Our differentiated SafeDrill wellhead system is designed to mitigate safety hazards, reduce rig time and increase operating efficiencies when deployed onto a drilling pad.
We introduced our SafeDrill technology soon after our founding in 2011. Similar to wellheads used in deepwater applications, our technology is utilized from the rig floor with less exposure to confined spaces such as wellsite cellars.
Additionally, through operating trials and customer input, our wellheads have been tailored to address specific basin requirements. Our technologically advanced wellhead solutions are pad-optimized and result in reduced drilling times for our customers. This industry-leading technology, rather than price, defines our value proposition and has augmented our market share expansion.
- Comprehensive and complementary provider of pressure control products and related services. We are a pure-play provider of wellhead and pressure control equipment and related services.
Our suite of products and services spans our customers' pressure control needs from the onset of drilling through completion to the commencement of production and over the productive life of their wells.
With the growth of multi-well pad drilling and high-intensity completions, space
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- Responsive manufacturing in the United States and lower cost production in China. We employ a dynamic blend of manufacturing capabilities. We have rapid turnaround surge capacity in Bossier City, Louisiana with technologically advanced machining capabilities to satisfy our customers' unplanned demand and a lower cost, longer lead-time production facility in Suzhou, China that outsources its machining requirements.
We believe that we are one of only five API 6A licensed manufacturers of both wellheads and gate valves with meaningful capacity in the United States. Unlike the more traditional manufacturers, our Bossier City plant uses almost exclusively 5-axis machining centers, which maximize throughput by reducing machine set-up and queue times.
In addition, we have a wholly-owned production facility in China, where we address a significant portion of our forecasted product needs.
Our operation in China has access to significant capacity to fill, at a lower cost, large orders of high-quality components that are less time sensitive. Importantly, we have the ability to expand or contract our lower cost production capacity in China with minimal impact on capital expenditures, as our machining requirements at this facility are outsourced.
We believe this diversity and flexibility of supply will continue to allow us to cost effectively better ensure availability of products.
- Low capital intensity consumable product business model with proven ability to generate free cash flow. For each well drilled, we have the ability to generate revenue across our product lines.
Wellheads and production trees are generally single-use products employed on every well, while pressure control equipment is usually rented during the completion phase of a well. We are capable of supplying wellhead equipment, pressure control equipment and related services for a series of wells to be drilled by a specific rig, providing us with opportunities for recurring revenues.
The combination of recurring revenues and relatively low capital requirements of our business model allows us to consistently generate attractive margins and free cash flow. We had net income of $26.4 million and $4.9 million for the three months ended March 31, 2018 and 2017, and net income of $66.5 million for the 2017 fiscal year, a net loss of $8.2 million for the 2016 fiscal year and net income of $21.2 million for the 2015 fiscal year.
We generated Adjusted EBITDA of $42.7 million and $15.3 million for the three months ended March 31, 2018 and 2017, respectively, and $112.1 million, $32.2 million and $63.1 million for the 2017, 2016 and 2015 fiscal years, respectively.
For the three months ended March 31, 2018 and 2017, our Adjusted EBITDA represented 37.1% and 26.2%, respectively, of our total revenues, and for the years ended December 31, 2017, 2016 and 2015, our Adjusted EBITDA represented 32.9%, 20.8% and 28.5%, respectively, of our total revenues, which we believe has been a result of our focus on providing industry-leading technology and service.
Since mid-2014, we have been expanding our market share, despite the downturn in the industry. However, our financial results were burdened with significant interest expense associated with our term loan facility of $2.5 million and $4.8 million for the three months ended March 31, 2018 and 2017, respectively, and $20.0 million, $19.9 million and $21.3 million for the 2017, 2016 and 2015 fiscal years, respectively.
We used a portion of the net proceeds from our IPO, which we completed in February 2018, to repay the term loan facility, so we no longer have interest expense associated with a term loan facility. Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, please see "Summary Historical Financial DataNon-GAAP Financial Measures."
- Well-positioned to capitalize on the U.S.
Cactus Wellhead Financials Summary
onshore unconventional oil and gas market growth. We have 15 service centers in the United States that are strategically located in key oil and gas producing
restrictions and the increasing number of contractor personnel are leading our customers to seek vendors that can provide comprehensive and complementary product support and services. We believe that our suite of complementary products and services can provide a distinct competitive advantage relative to our peers, reducing well pad congestion, logistical complexities and safety oversight.
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- High quality and diverse customer base of leading independent operators across key basins. We work with some of the most active and well capitalized independent operators in the basins we serve.
Our revenue generation is not heavily weighted towards any one particular customer. Our largest customer for the three months ended March 31, 2018 comprised 11% of our total revenue for such period, and no other customer accounted for more than 10% of our revenue for such period. Only four companies represented more than 5% of our revenues over the same period.
Our differentiated products and services, customer responsiveness, aftermarket services and safety focus have driven strong relationships with our diversified customer base. In many instances, our management team's relationships with customers span over a decade. The quantifiable benefits of our products have resulted in their adoption by many of our customers across multiple basins.
As a result, since 2014, we have achieved a material increase in the percentage of active U.S. onshore rigs served during the industry downturn, from approximately 8.9% served in June 2014 to approximately 26.6% served in June 2018.
- Highly experienced management and operating team with strong industry relationships. Our senior management team includes our co-founders, Scott Bender (our Chief Executive Officer) and Joel Bender (our Chief Operating Officer), who are highly experienced and respected in the oilfield services industry.
Together they have built or made profitable similar businesses which were ultimately sold to General Electric and Cameron (Schlumberger).
In addition to the Benders, the management team is supported by more than 20 key employees, many of whom have worked with the Benders for over two decades. Furthermore, our management team has extensive international experience, including Canada, Latin America, the Middle East and North Africa, and the Far East.
We believe our stable management team combined with our track record of success have allowed us to attract and retain the best industry talent.
regions, enabling us to service a majority of the U.S. onshore unconventional market. We believe we are well-positioned to capitalize on the expected growth of the U.S.
oil and gas market and will benefit from the projected increase in well count. As of June 2018, Spears & Associates expected total U.S. onshore wells drilled to increase by approximately 12% from 2017 to 2018, 10% from 2018 to 2019 and 6% from 2019 to 2020.
Furthermore, the industry trend towards pad drilling and increased completions intensity is expected to drive greater demand for the premium equipment and services we provide.
We intend to achieve our primary business objective by successful execution of the following strategies:
- Targeting growth of the U.S. onshore unconventional oil and gas market. U.S. onshore unconventional resources have emerged as a low-cost and flexible supply of crude oil and natural gas.
We focus on serving this market and increasing market share. Our suite of products and services is specifically designed for the U.S. onshore unconventional oil and gas market, and we believe that rising well counts, greater focus on pad drilling and increasing completions intensity will make the U.S. onshore unconventional market the highest margin and fastest growing oil and gas market in the world over the near term. Although not our current focus, our management team has extensive international experience that we believe would allow us to pursue potential international expansion opportunities profitably.
- Continuing to introduce product enhancements responsive to our customers' evolving drilling and completions needs. We enjoy a reputation for rapidly developing and incorporating design features supportive of our customers' unrelenting pursuit of productivity gains. Our technical experts and leadership team will continue to work closely with our customer base to identify and develop such value-added technologies.
We will continue investing in the design and
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- Focusing on increasing market share in frac rentals. During the industry downturn that began in mid-2014, longer laterals and higher intensity fracturing have resulted in greater wear and tear to the industry's pressure control equipment.
To address this issue, we developed a new technology that improves the reliability of our frac valves, reducing non-productive times at the wellsite and virtually eliminating the requirement for expensive and time-consuming weld repairs in the seat pockets due to metal loss. Since early 2016, we have been upgrading our existing rental fleet with this new technology.
We will continue to invest in engineering innovations designed to improve our rental fleet utilization by reducing the duration and expense of the repair cycle.
- Investing in our supply chain and service infrastructure. We are focused on the continuous improvement of our internal manufacturing processes and our third party suppliers.
Cactus Wellhead Employee Reviews
We strive to ensure uninterrupted product flow, reduce our total production costs and enhance product reliability. We believe that locating service capabilities in close proximity to field locations improves response time, further reduces costs and augments customer service.
- Attracting and retaining best-in-class personnel and maintaining a strong safety and service culture. Our ability to attract and retain top talent has become critical to our strong safety and service culture.
We have attracted, and expect to continue to attract, some of the industry's most experienced and well-regarded managers, salespeople, technical field experts, and service center managers.
We will continue to invest in the development of our personnel and our safety management system so that we can continue to be an industry leader in providing a high quality service experience.
We believe our high regard for safety, quality and service differentiates us with our customers and allows us to expand our market share.
- Maintaining a conservative balance sheet to preserve operational and strategic flexibility. We carefully manage our liquidity by continuously monitoring cash flow, capital spending and debt capacity. Our focus on maintaining our financial strength and flexibility provides us with the ability to execute our strategy through industry volatility and commodity price cycles.
We intend to maintain a conservative approach to managing our balance sheet to preserve operational and strategic flexibility.
manufacture of high-quality products, which reduce costs, increase operating efficiencies and improve the safety of our customers' wellsite operations.
Preliminary Estimate of Selected Second Quarter 2018 Financial Results
|Simmons & Company International|| J.P.
|BofA Merrill Lynch||Tudor, Pickering, Holt & Co.|
|Energy Specialists of Piper Jaffray|
RBC Capital Markets