Flowco Holdings Inc-A美股招股说明书(2025-01-16版)

Flowco Holdings Inc. Class A Common Stock This is an initial public offering of shares of Class A common stock of Flowco Holdings Inc. We are selling 17,800,000 shares ofClass A common stock. Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial publicoffering price per share of Class A common stock will be $24.00. We have been approved to list our Class A common stock on TheNew York Stock Exchange (the “NYSE”) under the symbol “FLOC.” We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Eachshare of our Class A common stock entitles its holder to one vote per share and each share of our Class B common stock entitles itsholder to one vote per share on all matters presented to our stockholders generally. Immediately following the consummation of thisoffering, all of the outstanding shares of our Class B common stock will be held by the Continuing Equity Owners (as definedherein), which will represent in the aggregate approximately 75.0% of the voting power of our outstanding common stock after thisoffering (or approximately 72.8% if the underwriters exercise in full their option to purchase additional shares). Our post-offering organizational structure, commonly referred to as an umbrella partnership-C-corporation, or UP-C structure,provides potential future tax benefits to both Flowco Holdings Inc. and our Continuing Equity Owners. Prior to the completion of thisoffering, Flowco Holdings Inc. will enter into a Tax Receivable Agreement (as defined herein) with certain Continuing Equity Ownersand the Blocker Shareholders (as defined herein) that will provide for certain cash payments to be made by Flowco Holdings Inc. tosuch Continuing Equity Owners and the Blocker Shareholders in respect of certain of the future tax benefits received by FlowcoHoldings Inc., utilizing cash for the benefit of such unitholders that otherwise would have been available to us for other uses and forthe benefit of all of our stockholders. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.” We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principalasset will consist of LLC Interests (as defined herein) we acquire directly from Flowco MergeCo LLC (“Flowco LLC”) with theproceeds from this offering and indirectly from the Blocker Shareholders (as defined herein) collectively representing an aggregate25.0% economic interest in Flowco LLC. The remaining 75.0% economic interest in Flowco LLC will be owned by the ContinuingEquity Owners through their ownership of LLC Interests. Flowco Holdings Inc. will be the sole managing member of Flowco LLC. We will operate and control all of the business and affairs ofFlowco LLC and its direct and indirect subsidiaries and, through Flowco LLC and its direct and indirect subsidiaries, conduct ourbusiness. Following this offering, we will be a “controlled company” within the meaning of the NYSE rules. See “Our Organizational Structure”and “Management—Controlled Company Exception.” We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act,and will be subject to reduced disclosure and public reporting requirements. This prospectus complies with the requirements thatapply to an issuer that is an emerging growth company. Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 26 to read about factors youshould consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. We refer you to Underwriting (Conflicts of Interest) beginning on page 161 of this registration statement for additional informationregarding underwriting compensation. The underwriters have the option to purchase up to an additional 2,670,000 shares of Class A common stock from us at the initialprice to the public less the underwriting discount within 30 days of the date of this prospectus. Certain funds and accounts managed by BlackRock, Inc. and American Century Investment Management, Inc. (collectively, the“cornerstone investors”), have, severally and not jointly, indicated an interest in purchasing up to an aggregate of $125 million inClass A common stock in this offering at the initial public offering price. The shares of Class A common stock to be purchased bythe cornerstone investors will not be subject to a lock-up agreement with the underwriters. Because this indication of interest is not abinding agreement or commitment to purchase, the cornerstone investors may determine to purchase more, less or no shares in thisoffering or the underwrite