Important Disclosures

Non-GAAP Measures

This presentation includes references to EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and EBIT, which are not measures calculated in accordance with accounting principles generally accepted in the United States of America ("GAAP"). A reconciliation of EBITDA, Adjusted EBITDA and EBIT to net income, the most directly comparable measure calculated in accordance with GAAP, is provided in the Appendix included in this presentation. While management believes such measures are useful for investors, these measures should not be used as a replacement for financial measures that are calculated in accordance with GAAP.

Forward-Looking Statements

The information in this presentation includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements related to Cactus and to FlexSteel, other than statements of historical fact included in this presentation, regarding the proposed transaction and Cactus' and FlexSteel's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans, objectives of management and avenues for growth are forward- looking statements. When used in this presentation, the words "may," "hope," "potential," "could," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on Cactus' current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, including unanticipated challenges relating to the proposed transaction and related financing and incident to the operation of our business. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other factors noted in Cactus' Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that Cactus files from time to time with the Securities and Exchange Commission ("SEC"). These documents are available on Cactus' website at https://cactuswhd.com/investors/sec-filings/ or through the SEC's Electronic Data Gathering and Analysis Retrieval ("EDGAR") system at www.sec.gov. The risk factors and other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement. We disclaim any duty to update and do not intend to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this presentation.

Industry and Market Data

This presentation has been prepared by Cactus and includes market data and other statistical information from third-party sources, including independent industry publications, government publications or other published independent sources. Some data is also based on Cactus' good faith estimate. Although Cactus believes these third-party sources are reliable as of their respective dates, Cactus has not independently verified the accuracy or completeness of this information.

Information Presented

Except as otherwise indicated or required by the context, references in this presentation to the "Company," "Cactus," "we," "us" and "our" refer to Cactus, Inc. and its consolidated subsidiaries and references to "FlexSteel" refer to HighRidge Resources, Inc. and its consolidated subsidiaries. None of FlexSteel or its affiliates or any of its or their affiliates' respective representatives have any responsibility for the content of this presentation.

2

FlexSteel Meets Cactus' Acquisition Criteria

Manufacturer of a Unique Highly Engineered Product

Sold Directly to End-Users

Variable Cost Business With A Strong Margin Profile

Modest Capital Requirements Enhance Free Cash Flow

Leverages Cactus' Infrastructure & Customer Base

Attractive Growth Potential

3

FlexSteel Investment Highlights

1

Innovative & Differentiated Technology With Unique

Manufacturing Capabilities

2

Complementary Products at the Wellsite and Sold to

Similar End-Users

3 Industry Leader in a Growing Segment of the Market

Strong Through-Cycle Margins With Modest Capital

4 Requirements

Growth Opportunities from Increased Customer

5 Adoption, Midstream, International, Offshore and Carbon Capture Applications

Through-Cycle Outperformance

4

Transaction Overview

Strategic Rationale

  • Increased product diversification supports higher future growth potential
  • Differentiated product, manufacturing capabilities and service execution supported by IP portfolio
  • Highly complementary consumable product offering to Cactus' products and services
  • Increases exposure to additional end-markets streams including: 1) production, 2) midstream, 3) shallow-water and 4) carbon-capture & underground storage ("CCUS")
  • Transaction enhances international opportunities while maintaining Cactus' flexibility to pursue growth initiatives
  • Combination enables Cactus to optimize the footprint and infrastructure of the combined Company
  • Combined business supportive of continued capital returns to shareholders

Transaction & Financing Overview

  • Cactus to acquire FlexSteel for $621 million on a cash-free,debt-free basis, subject to customary purchase price adjustments
    • Consideration to be paid in cash, with closing expected in early 2023
    • Potential future earn-out payment of up to $75 million in mid-2024 if certain growth targets are achieved
  • The upfront purchase price represents a multiple of approximately 6x YTD 2022 annualized Adjusted EBITDA(1) as of September 30th
  • Entirety of the upfront purchase price able to be funded with cash on hand and committed bridge financing
    • Cactus ultimately expects to finance the transaction through a combination of debt and/or equity
  • Cactus is targeting net debt to 2022 Adjusted EBITDA(1) for the combined company of less than 1.0x at closing
  • Transaction expected to be accretive to various first year financial metrics

1)

Net debt represents total debt, including current maturities, less cash and cash equivalents. EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. Subsequent pages in this presentation contain reconciliations to the most comparable

5

financial measures calculated in accordance with GAAP.

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Cactus Inc. published this content on 03 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 January 2023 12:07:06 UTC.