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1、S-1/A 1 d808403ds1a.htm S-1/ATable of ContentsAs filed with the Securities and Exchange Commission on January 13,2025.Registration No.333-283663 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.4toFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Flowco Ho

2、ldings Inc.(Exact name of registrant as specified in its charter)Delaware 3533 99-4382473(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)1300 Post Oak Blvd.,Suite 450Houston,Texas 77056Telephone:713

3、-997-4877(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Joseph R.EdwardsPresident and Chief Executive Officer1300 Post Oak Blvd.,Suite 450Houston,Texas 77056Telephone:713-997-4877(Name,address,including zip code,and telephone number,in

4、cluding area code,of agent for service)Copies to:David C.BuckJohn W.StriblingSidley Austin LLP1000 Louisiana Street,Suite 5900Houston,Texas 77002Telephone:(713)495-4500 Ryan J.MaiersonNick S.DhesiLatham&Watkins LLP811 Main Street,Suite 3700Houston,Texas 77002Telephone:(713)546-5400 Approximate date

5、of commencement of proposed sale to the public:As soon as practicable after this registration statement is declared effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check thefollo

6、wing box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a po

7、st-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)

8、under the Securities Act,check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a sm

9、aller reporting company,or an emerging growthcompany.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company

10、 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 financialaccounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby

11、 amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the SecuritiesAc

12、t of 1933,as amended or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuantto said Section 8(a),may determine.Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.These securities

13、 may not be sold until the registrationstatement filed with the Securities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell nor does it seekan offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Subject to completion,date

14、d January 13,2025.17,800,000 Shares Flowco Holdings Inc.Class A Common StockThis is an initial public offering of shares of Class A common stock of Flowco Holdings Inc.We are selling 17,800,000 shares of Class A common stock.Prior to this offering,there has been no public market for the Class A comm

15、on stock.It is currently estimated that the initial public offering price per share of Class A commonstock will be between$21.00 and$23.00.We have applied to list our Class A common stock on The New York Stock Exchange(the“NYSE”)under the symbol“FLOC.”Thisoffering is contingent upon final approval o

16、f our listing of the Class A common stock on the NYSE.We will have two classes of common stock outstanding after this offering:Class A common stock and Class B common stock.Each share of our Class A common stockentitles its holder to one vote per share and each share of our Class B common stock enti

17、tles its holder to one vote per share on all matters presented to our stockholdersgenerally.Immediately following the consummation of this offering,all of the outstanding shares of our Class B common stock will be held by the Continuing Equity Owners(as defined herein),which will represent in the ag

18、gregate approximately 75.0%of the voting power of our outstanding common stock after this offering(or approximately72.8%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-corpor

19、ation,or UP-C structure,provides potential future tax benefits to bothFlowco Holdings Inc.and our Continuing Equity Owners.Prior to the completion of this offering,Flowco Holdings Inc.will enter into a Tax Receivable Agreement(as definedherein)with certain Continuing Equity Owners and the Blocker Sh

20、areholders(as defined herein)that will provide for certain cash payments to be made by Flowco HoldingsInc.to such Continuing Equity Owners and the Blocker Shareholders in respect of certain of the future tax benefits received by Flowco Holdings Inc.,utilizing cash for thebenefit of such unitholders

21、that otherwise would have been available to us for other uses and for the benefit of all of our stockholders.See“Certain Relationships andRelated Person TransactionsTax Receivable Agreement.”We will be a holding company,and upon consummation of this offering and the application of proceeds therefrom

22、,our principal asset will consist of LLC Interests(as definedherein)we acquire directly from Flowco MergeCo LLC(“Flowco LLC”)with the proceeds from this offering and indirectly from the Blocker Shareholders(as defined herein)collectively representing an aggregate 25.0%economic interest in Flowco LLC

23、.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 of Flowco LLC and its direct and in

24、directsubsidiaries and,through Flowco LLC and its direct and indirect subsidiaries,conduct our business.Following this offering,we will be a“controlled company”within the meaning of the NYSE rules.See“Our Organizational Structure”and“ManagementControlled CompanyException.”We are an“emerging growth c

25、ompany,”as defined in Section 2(a)of the Securities Act of 1933,as amended,or the Securities Act,and will be subject to reduced disclosureand public reporting requirements.This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.Investing in our Class

26、 A common stock involves risks.See“Risk Factors”beginning on page 28 to read about factors you should consider before buying sharesof our Class A common stock.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon t

27、he accuracyor adequacy of this prospectus.Any representation to the contrary is a criminal offense.Per Share Total Initial public offering price$Underwriting discounts and commissions(1)$Proceeds,before expenses,to Flowco Holdings Inc.$(1)We refer you to Underwriting(Conflicts of Interest)beginning

28、on page 161 of this registration statement for additional information regarding 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 initial price to the public less the underwritingdiscount within 30 days

29、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 andnot jointly,indicated an interest in purchasing up to an aggregate of$125 million in Class A common stock in t

30、his offering at the initial public offering price.The shares ofClass A common stock to be purchased by the cornerstone investors will not be subject to a lock-up agreement with the underwriters.Because this indication of interest isnot a binding agreement or commitment to purchase,the cornerstone in

31、vestors may determine to purchase more,less or no shares in this offering or the underwriters maydetermine to sell more,less or no shares to the cornerstone investors.The underwriters will receive the same underwriting discounts and commissions on any of our sharesof Class A common stock purchased b

32、y the cornerstone investors as they will from any other shares of Class A common stock sold to the public in this offering.The underwriters expect to deliver the shares of Class A common stock against payment in New York,New York on January,2025.J.P.Morgan Jefferies Piper Sandler Evercore ISI BMO Ca

33、pital Markets Pareto Securities TPH&Co.Fearnley Securities Pickering Energy Partners Prospectus dated,2025Table of ContentsTable of ContentsTABLE OF CONTENTS PROSPECTUS SUMMARY 1 RISK FACTORS 28 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 58 OUR ORGANIZATIONAL STRUCTURE 61 USE OF PROCEEDS 6

34、6 CAPITALIZATION 67 DIVIDEND POLICY 69 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION 73 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 88 INDUSTRY OVERVIEW 107 BUSINESS 117 MANAGEMENT 134 EXECUTIVE COMPENSATION 141 CERTAIN RELATIONSHIPS AND RE

35、LATED PARTY TRANSACTIONS 147 PRINCIPAL STOCKHOLDERS 161 DESCRIPTION OF CAPITAL STOCK 164 DESCRIPTION OF INDEBTEDNESS 171 SHARES ELIGIBLE FOR FUTURE SALE 174 MATERIAL U.S.FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S.HOLDERS OF CLASS A COMMON STOCK 176 UNDERWRITING(CONFLICTS OF INTEREST)180 LEGAL MATT

36、ERS 190 EXPERTS 190 WHERE YOU CAN FIND MORE INFORMATION 191 GLOSSARY OF OIL AND GAS TERMS 192 INDEX TO FINANCIAL STATEMENTS F-i We have not,and the underwriters have not,authorized anyone to give you any information other than in this prospectus and theinformation incorporated by reference herein.We

37、 can provide no assurances as to the reliability of any other information that others maygive you.No dealer,salesperson or other person is authorized to give any information or to represent anything not contained in thisprospectus or in any free writing prospectus that we file with the Securities an

38、d Exchange Commission.This prospectus is an offer to sellonly the shares offered by this prospectus,but only under circumstances and in jurisdictions where it is lawful to do so.The informationcontained in this prospectus is current only as of its date regardless of the time of delivery of this pros

39、pectus or of any sale of our Class Acommon stock.Our business,financial condition,results of operations and prospects may have changed since that date.Through and including,2025(the 25th day after the date of this prospectus),all dealers effecting transactions in thesesecurities,whether or not parti

40、cipating in this offering,may be required to deliver a iTable of Contentsprospectus.This is in addition to a dealers obligation to deliver a prospectus when acting as an underwriter and with respect toan unsold allotment or subscription.For investors outside the United States:We have not,and the und

41、erwriters have not,done anything that would permit this offering or thepossession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in anyjurisdiction where action for purpose is required,other than in the United States.Persons o

42、utside the United States who come intopossession of this prospectus must inform themselves about,and observe any restrictions relating to,the offering of the shares of Class Acommon stock and the distribution of this prospectus outside the United States.See“Underwriting(Conflicts of Interest).”iiTab

43、le of ContentsBASIS OF PRESENTATIONOrganizational StructureIn connection with the closing of this offering,we will undertake certain organizational transactions to reorganize our corporate structure.Unless otherwise stated or the context otherwise requires,all information in this prospectus reflects

44、 the consummation of theorganizational transactions described in the section titled“Our Organizational Structure”and this offering,and the application of theproceeds therefrom,which we refer to collectively as the“Transactions.”See“Our Organizational Structure”for a diagram depicting our organizatio

45、nal structure after giving effect to the Transactions,includingthis offering.Certain DefinitionsAs used in this prospectus,unless the context otherwise requires,references to:“2024 Business Combination”refers to the acquisition by Flowco LLC,on June 20,2024,of 100%of the membership interests of each

46、of Estis Intermediate,Flowco Productions and Flogistix Intermediate,as described more fully in“SummaryRecent Developments2024 Business Combination”and elsewhere in this prospectus.“Blocker Companies”refers to(i)WD Thunder CV Parallel Blocker LP,(ii)WDE Flogistix Upper TE,LLC,(iii)WDE Flogistix Upper

47、 FI,LLC,(iv)GEC III-GI FPS Blocker Corp.and(v)GEC III-GI Estis Blocker Corp.“Blocker Shareholders”refer to the owners of the Blocker Companies prior to the Transactions,who will exchange their interests in theBlocker Companies for shares of our Class A common stock in connection with the consummatio

48、n of the Transactions.“Continuing Equity Owners”refer collectively to holders of LLC Interests and our Class B common stock immediately followingconsummation of the Transactions,including certain executive officers,employees and other minority investors and their respectivepermitted transferees who

49、may,following the consummation of this offering,exchange at each of their respective options,in whole or inpart from time to time,their LLC Interests(along with an equal number of shares of Class B common stock(and such shares shall beimmediately cancelled)for,at our election,cash or newly-issued sh

50、ares of our Class A common stock as described in“CertainRelationships and Related Party TransactionsFlowco LLC AgreementAgreement in Effect Upon Consummation of theTransactions.”“Estis”means Estis Compression,LLC,a Delaware limited liability company.Estis Compression,LLC is the predecessor to Flowco

51、 LLC(as defined below).“Estis Intermediate”means Estis Intermediate Holdings,LLC,a Delaware limtied liability company.“Estis Member”means GEC Estis Holdings,LLC,as an Original Equity Owner following the 2024 Business Combination.“Flogistix”means Flogistix,LP,a Texas limited partnership.“Flogistix In

52、termediate”means Flogistix Intermediate Holdings,LLC,a Delaware limited liability company.“Flogistix Member”means Flogistix Holdings,LLC,as an Original Equity Owner following the 2024 Business Combination.“Flowco LLC”refers to Flowco MergeCo LLC,a Delaware limited liability company.Flowco LLC was fo

53、rmed during June 2024 toeffectuate the 2024 Business Combination.iiiTable of Contents “Flowco LLC Agreement”refers to Flowco LLCs second amended and restated limited liability company agreement,which will becomeeffective substantially concurrently with or prior to the consummation of this offering.“

54、Flowco MasterCo”means Flowco MasterCo LLC,a Delaware limited liability company and a wholly owned subsidiary of Flowco LLC.“Flowco Productions”means Flowco Productions LLC,a Delaware limited liability company.“FPS”or the“FPS Member”means Flowco Production Solutions,L.L.C.,as an Original Equity Owner

55、 following the 2024 BusinessCombination.The FPS Member contributed substantially all of its assets to Flowco Productions immediately prior to the contribution ofits equity interests in connection with the 2024 Business Combination,and for purposes of such historical financial statementpresentations

56、herein,we refer to such entity as“FPS.”“GEC”means GEC Advisors LLC,a Delaware limited liability company.“GEC Affiliates”means GEC and its affiliates,including Jonathan B.Fairbanks.“LLC Interests”refer to the common units of Flowco LLC,including those that we purchase with a portion of the net procee

57、ds from thisoffering.“Original Equity Owners”refer to the owners of LLC Interests in Flowco LLC prior to the consummation of the Transactions,collectively,which consist of FPS Member,Estis Member and Flogistix Member.“Transactions”refer to the organizational transactions and this offering,and the ap

58、plication of the net proceeds therefrom.“we,”“us,”“our,”the“Company,”“Flowco”and similar references refer:(i)following the consummation of the Transactions,including thisoffering,to Flowco Holdings Inc.,and,unless otherwise stated,all of its direct and indirect subsidiaries,including Flowco LLC;and(

59、ii)prior to the completion of the Transactions,including this offering,to Flowco LLC and,unless otherwise stated,all of its direct andindirect subsidiaries,or,as applicable,the Predecessor.“White Deer”means White Deer Management LLC,a Delaware limited liability company.“White Deer Affiliates”means W

60、hite Deer and its affiliates.Flowco Holdings Inc.will be a holding company and the sole managing member of Flowco LLC,and upon consummation of theTransactions,its principal asset will consist of its direct ownership in LLC Interests and a direct non-economic managing member interestin Flowco LLC.Pre

61、sentation of Financial InformationEstis and Flowco LLC are accounting predecessors of Flowco Holdings Inc.for financial reporting purposes.Flowco Holdings Inc.will bethe public registrant and successor entity following this offering.Accordingly,this prospectus contains the following historical finan

62、cialstatements:Flowco Holdings Inc.Other than the balance sheet,dated as of November 30,2024,the historical financial information of FlowcoHoldings Inc.is not included in this prospectus as it is a newly incorporated entity,has no business transactions or activities to date andhad no assets or liabi

63、lities during the periods presented in this prospectus.Flowco Holdings Inc.will be the successor upon completionof the organizational transactions discussed in this registration statement.ivTable of Contents Flowco LLC.Flowco LLC prior to the 2024 Business Combination was determined to lack commerci

64、al substance as it had notengaged in any business activities and therefore,one or more of the operating companies would be deemed the accounting acquirer.Estis.Estis was determined to be the accounting acquirer and predecessor to Flowco LLC and Flowco Holdings Inc.primarily basedon its relative size

65、 when compared to the other two merging entities,majority of economics,majority of board seats nominated as wellas significant representation on the executive management team upon the closing of the 2024 Business Combination.On June 20,2024,Flowco LLC acquired 100%of the membership interests of each

66、 of Estis Intermediate,Flowco Productions andFlogistix Intermediate.We refer to these business combinations as the“2024 Business Combination.”In connection with the 2024Business Combination,Estis Member contributed substantially all of its assets(including the membership interest of Estis Compressio

67、nLLC)to Estis Intermediate immediately prior to the consummation of the 2024 Business Combination and the contribution of themembership interest of Estis Intermediate to Flowco LLC.FPS Member also contributed substantially all of its assets to FlowcoProductions LLC immediately prior to the consummat

68、ion of the 2024 Business Combination and the contribution of the membershipinterests of Flowco productions LLC to Flowco LLC.Flogistix Holdings,LLC also contributed substantially all of its assets(including theequity interests in Flogistix GP,LLC and Flogistix,LP)to Flogistix Intermediate Holdings,L

69、LC immediately prior to the consummation ofthe 2024 Business Combination and the contribution of the membership interests of Flogistix Intermediate Holdings,LLC to Flowco LLC.Except as noted in this prospectus,the unaudited pro forma financial information of Flowco Holdings Inc.presented in this pro

70、spectus hasbeen derived from the application of pro forma adjustments to the historical consolidated financial statements of Flowco LLC as thepredecessor of Flowco Holdings Inc.and the historical consolidated financial statements of FPS and Flogistix as significant acquirees andall are included else

71、where in this prospectus.Subsequent to the 2024 Business Combination on June 20,2024 the unaudited pro formafinancial information of Flowco Holdings Inc.have been derived from the application of pro forma adjustments to the historicalconsolidated financial statements of Flowco LLC and its subsidiari

72、es.These pro forma adjustments give effect to the 2024 BusinessCombination and the Transactions as described in“Our Organizational Structure,”including the consummation of this offering,as if allsuch transactions had occurred on January 1,2023 in the case of the unaudited pro forma condensed consoli

73、dated statements ofoperations data,and as of September 30,2024 in the case of the unaudited pro forma condensed consolidated balance sheet data.See“Unaudited Pro Forma Condensed Consolidated Financial Information”for a complete description of the adjustments and assumptionsunderlying the pro forma f

74、inancial information included in this prospectus.References to the“Pro Forma Fiscal Year 2023”refer to the proforma financial information derived from or presented in the“Unaudited Pro Forma Condensed Consolidated Financial Information”for theyear ended December 31,2023 and references to the“Pro For

75、ma for the nine months ended September 30,2024”refer to the pro formafinancial information derived from or presented in the“Unaudited Pro Forma Condensed Consolidated Financial Information”for the ninemonths ended September 30,2024.Certain monetary amounts,percentages and other figures included in t

76、his prospectus have been subject to rounding adjustments.Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures,but on thebasis of such amounts prior to rounding.For this reason,percentage amounts in this prospectus may vary from tho

77、se obtained byperforming the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus.Certainother amounts that appear in this prospectus may not sum due to rounding.vTable of ContentsNon-GAAP Financial MeasuresWe use non-GAAP financial measu

78、res,such as EBITDA and Adjusted EBITDA,to supplement financial information presented inaccordance with generally accepted accounting principles in the United States,or GAAP.We believe that excluding certain items from ourGAAP results provides management additional insight on the consolidated financi

79、al performance from period to period to project our futureconsolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-basedfinancial measures.Moreover,we believe these non-GAAP financial measures provide our stakeholders with useful inf

80、ormation to helpthem evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to makemore meaningful period to period comparisons.We define EBITDA as net income,plus interest expense,provision for income taxes anddepreciation and amortiz

81、ation expense.We define Adjusted EBITDA as EBITDA plus share-based compensation expense,and other non-cash and non-recurring expense.There are limitations to the use of the non-GAAP financial measures presented in this prospectus.Forexample,our non-GAAP financial measures may not be comparable to si

82、milarly titled measures of other companies.Other companies,including companies in our industry,may calculate non-GAAP financial measures differently than we do,limiting the usefulness of thosemeasures for comparative purposes.See“Prospectus SummarySummary Historical and Pro Forma Condensed Consolida

83、ted Financialand Other Data”and“Managements Discussion and Analysis of Financial Condition and Results of Operations.”TRADEMARKSThis prospectus includes our trademarks and trade names which are protected under applicable intellectual property laws and are ourproperty.This prospectus also contains tr

84、ademarks,trade names and service marks of other companies,which are the property of theirrespective owners.Solely for convenience,trademarks,trade names and service marks referred to in this prospectus may appear withoutthe,or SM symbols,but such references are not intended to indicate,in any way,th

85、at we will not assert,to the fullest extent permittedunder applicable law,our rights or the right of the applicable licensor to these trademarks,trade names and service marks.We do notintend our use or display of other parties trademarks,trade names or service marks to imply,and such use or display

86、should not beconstrued to imply,a relationship with,or endorsement or sponsorship of us by,these other parties.MARKET AND INDUSTRY DATAUnless otherwise indicated,information contained in this prospectus concerning our industry,competitive position and the markets inwhich we operate is based on infor

87、mation from independent industry and research organizations,other third-party sources andmanagement estimates.Management estimates are derived from publicly available information released by independent industry analystsand other third-party sources,as well as data from our internal research,and are

88、 based on assumptions made by us upon reviewing suchdata,and our experience in,and knowledge of,such industry and markets,which we believe to be reasonable.In addition,projections,assumptions and estimates of the future performance of the industry in which we operate and our future performance are n

89、ecessarilysubject to uncertainty and risk due to a variety of factors,including those described in“Risk Factors”and“Cautionary Note RegardingForward-Looking Statements.”These and other factors could cause results to differ materially from those expressed in the estimates madeby the independent parti

90、es and by us.viTable of ContentsPROSPECTUS SUMMARYThis summary highlights selected information included elsewhere in this prospectus.This summary does not contain all of theinformation that you should consider before deciding to invest in our Class A common stock.You should read the entire prospectu

91、scarefully,including the“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations”andour consolidated financial statements and the related notes included elsewhere in this prospectus,before making an investmentdecision.Some of the statements in this prospec

92、tus constitute forward-looking statements.See“Cautionary Note Regarding Forward-Looking Statements.”OverviewWe are a leading provider of production optimization,artificial lift and methane abatement solutions for the oil and natural gas industry.Our products and services include a full range of equi

93、pment and technology solutions that enable our customers to efficiently andcost-effectively maximize the profitability and economic lifespan of the production phase of their operations.Our principal productsand services are organized into two business segments:(i)Production Solutions;and(ii)Natural

94、Gas Technologies.Our coretechnologies include high pressure gas lift(“HPGL”),conventional gas lift,plunger lift and vapor recovery unit(“VRU”)solutions,all ofwhich are overlaid by our proprietary digital technologies and solutions that enable real-time remote monitoring and control tomaximize effici

95、encies of our products and services.These products and services,including proprietary technologies such as HPGL,which was pioneered by Flowco,hold,in their respective categories,leading positions in growing markets,and are used extensivelyby the largest oil and natural gas producers primarily in the

96、 U.S.We generate revenues throughout the long producing lives of oil and gas wells,which may be able to produce for decades after beingdrilled and completed.As of September 30,2024 we operated a fleet of over 4,300 active systems enabling consistent revenuegeneration.We also sell other products and

97、services that help our customers optimize the value of their assets.We believe that thedemand for our products and services is more stable than demand for drilling and completion related services,and this demand hasresulted in a more durable,recurring cash flow for our products and services than is

98、typical in many other oilfield services.Theproduction phase of a new oil or natural gas well begins when it is brought online.From this point forward,the rate of production isdetermined by the geological characteristics of the reservoir from which the well is producing,the design and construction of

99、 thewellbore from the reservoir to the surface,and the elapsed time since the well is brought online.This rate of production typically fallsover time as the natural reservoir pressure declines and becomes insufficient to bring oil to the surface.This decline is particularlysteep for shale wells foun

100、d in onshore North American oil and natural gas basins.Artificial lift and production optimization technologies are essential to counteracting this decline,increasing production rates,andmaximizing hydrocarbon recovery,all of which improve the economics of a producing well.Artificial lift enables th

101、e economicproduction of oil and natural gas from shale wells that would be otherwise uneconomic.As a result,operating expenses associatedwith production optimization are less discretionary in nature,placing our solutions on a critical path for producers to generate positivereturns and maximize the v

102、alue of their wells.Furthermore,the production phase is the most stable and least capital-intensive phaseof the well lifecycle,driving consistent revenue,durable earnings and stable through-cycle performance for our business.Ourproducts are chosen due to their reliability and ability to aid our cust

103、omers in achieving maximum output and cash flow from theirproducing wells.Our products and services also integrate proprietary digital technologies that allow for remote monitoring and otherenhanced uses of our equipment.1Table of ContentsOur VRUs and other methane abatement solutions capture fugiti

104、ve emissions of methane,which is a natural byproduct of oilproduction.As oil flows to the surface and is processed at the wellsite,methane is released as associated gas.Since methane is avery small molecule,much of it escapes as fugitive emissions.In addition,many sources of potential methane emissi

105、ons existthroughout the natural gas value chain.By capturing these fugitive emissions,our VRUs and other methane abatement solutionsallow for monetization of the resulting incremental natural gas volumes and enable our customers to meet their decarbonization goalsand comply with regulatory requireme

106、nts.These innovative and proprietary methane abatement solutions extend across each of ourcore technologies and can be used on their own as well as in conjunction with our other products and services.Demand for thesesolutions was initially driven by safety benefits,but accelerated as producers becam

107、e more aware of the value of monetizing capturedvapors,leading to high return on investment outcomes for our customers.Due to recent and emerging regulatory requirements aimedat reducing fugitive methane emissions across oil and natural gas operations from numerous Federal and state-level entities,o

108、perating expenses associated with our methane abatement solutions have become increasingly required and thereforenon-discretionary in nature.We hold a leading position in the rapidly growing VRU market,which is driven by both economic andenvironmental benefits,and we have helped drive adoption of ou

109、r methane abatement solutions with our customers.We have an operating presence in every major onshore oil and natural gas producing region in the U.S.and have cultivated deep andlongstanding customer relationships with leading oil and natural gas producers in each region,including supermajors and la

110、rgeindependent producers.We are headquartered in Houston,Texas with major service facilities in Midland,Texas;Carlsbad,NewMexico;and Williston,North Dakota.We operate manufacturing and repair facilities in El Reno,Oklahoma;Houston,Fort Worth,Kilgore and Pampa,Texas;and Lafayette,Louisiana.Our servic

111、e centers are geographically positioned near our customersoperations,enabling us to rapidly deploy our solutions and provide responsive,high-quality service nationwide.We had approximately1,270 full-time employees as of September 30,2024.Our business currently operates under two segments:(i)Producti

112、on Solutions;and(ii)Natural Gas Technologies.Production Solutions.We design and deliver products and services that enable our customers to optimize oil and natural gasproduction rates and volumes to maximize cash flow over the decades-long lives of their wells.2Table of ContentsWe provide systems ap

113、plicable to wells from initial production through their natural decline to late-life production,as well as digitaltechnologies that enable the optimization of our systems performance and uptime.We also provide methane abatement solutionsthat enable our customers to capture and monetize fugitive meth

114、ane emissions,improving the profitability of their wells and theircompliance with recent and forthcoming emissions-related regulatory requirements.On a given well,our customers often use three ofour production solutions offerings concurrently,utilizing our digital technologies and methane abatement

115、solutions in conjunction withHPGL,conventional gas lift or plunger lift.Furthermore,in many instances,our customers utilize all of our production solutions overthe life of a well,as our HPGL transitions to conventional gas lift in mid-stage production,which transitions to plunger lift in later-stage

116、production.In some instances,customers install conventional gas lift components such as side-pocket mandrels at the same time asHPGL,even though the former may not be used for more than a year.We believe our integrated scope of services throughout the lifeof the well promotes retention and long-term

117、 partnerships with our customers.In the nine months ended September 30,2024,thissegment contributed$327.8 million,or 60%of our pro forma revenue.Our production solutions include:High Pressure Gas Lift.HPGL systems are placed at the wellsite to inject pressurized natural gas into the wellbore.Thesesy

118、stems are typically installed when a well is initially brought online and utilized for the first one to two years of the wells life.Highpressure gas injected deep in the well lightens the liquid column,enabling the flow of oil from the formation into the wellbore at flowrates significantly higher th

119、an what is otherwise possible.We believe our HPGL systems can deliver the same,or better,productionrates when compared to electric submersible pump(“ESP”)systems,which are commonly used for the initial phase of a wellsproduction.We developed HPGL technology to address several issues in shale well pr

120、oduction which became apparent when theshales emerged as a major new source of oil and which can impact the reliability of ESPs.HPGL is designed to operate effectivelyover a wide range of production rates and to be resilient to produced sand.The rapid decline rates and sand production typical ofshal

121、e wells can lead to failure of ESP systems,resulting in lost production and a costly intervention and replacement of downholecomponents.Unlike ESPs,HPGL requires no downhole components beyond the tubing string that is installed on all unconventionalwells.The system is entirely controlled and accessi

122、ble from the surface,leading to improved uptime and return on investment forthe producer.HPGL units are provided to customers under contracts which are typically renewed multiple times.We believe thehigh level of contract renewal is due to the high reliability of our systems and our high levels of c

123、ustomer service.Conventional Gas Lift.Conventional gas lift systems utilize surface systems placed at the wellsite to inject pressurized naturalgas into the wellbore via a series of specifically tuned downhole valves.Conventional gas lift is typically installed after HPGL andutilized in the mid-to l

124、ate-stage of a wells producing life.We are the only company capable of providing a comprehensive,customized conventional gas lift system since we provide both surface gas lift systems and high-precision downhole valves,mandrels and gauges.Over the life of the well,we work closely with our customers

125、to modify both the surface and downholeequipment to optimize the value of the well as conditions change.This process of technical consultation and provision of newservices and products continues throughout the life of the well,which may span a decade or more.Plunger Lift.We sell proprietary plunger

126、lift systems that use the wells natural energy to lift produced liquids to surface.Thesesystems first allow the wells natural pressure to build and then release the pressure into production equipment at surface,thenrepeat the cycle.The periodic release of pressure lifts produced liquids to surface,e

127、nabling the production of both oil and naturalgas.Plunger lift systems are typically installed on wells that have already been producing for multiple years.In many instances,customers transition from our conventional gas lift systems to our plunger lift systems,often as a direct result of our 3Table

128、 of Contents life-of-well integrated solutions.In recent years,plunger usage has increased due to new designs that have widened itsapplicability,further enhanced by our digital solutions that can optimize the timing of the process.As a result,we are seeingincreased adoption of our plunger lift solut

129、ions and displacement of rod lift.We sell plunger lift systems to our customers both uponinitial installation of a plunger lift system and thereafter as these multi-year solutions require routine maintenance and replacementof key components.Applicability of our plunger lift systems has also expanded

130、 with the development of hybrid systems combininggas and plunger lift:plunger-assisted gas lift(“PAGL”);and gas-assisted plunger lift(“GAPL”).In these applications,the build-up offormation gas pressure is supplemented with surface equipment that we also provide for conventional gas lift applications

131、.Digital Solutions.We employ innovative and proprietary digital solutions to enhance the performance of our various ProductionSolutions segment offerings,enabling our customers to improve their oil and gas well economics by making more informed andtimely operational decisions.Our proprietary Vizion

132、downhole gauges are designed to operate in extreme downhole conditions,providing producers with accurate real-time information about the well,reservoir and lift system to improve critical decision making.Our remote monitoring solutions allow our customers to remotely monitor and optimize production

133、across their well pads.Ourautomation solutions easily integrate with our gauges,devices and control systems to enable producers to effectively and efficientlyoperate their wells.Methane Abatement Technologies.We also manufacture and install proprietary methane abatement technologies that allowproduc

134、ers to reduce fugitive methane emissions associated with their wellsite operations.Marketed under our ZTECH4 brandname,these include Sentry,our bolt-on emissions reduction technology that can be retrofitted to compressor packages;and Vault,our natural gas recycling system that reduces the need to fl

135、are or vent methane during maintenance.In all cases,our methaneabatement technologies enable the operator to monetize valuable methane and to meet their decarbonization goals.Natural Gas Technologies.We design and manufacture products and provide services that allow our customers to optimize cashflo

136、w related to natural gas production and monetize or utilize fugitive emissions related to producing oil and natural gas wells andother emissions-prone operations.We also provide ancillary and complementary products and services,as well as develop and sellrelated digital solutions in connection with

137、these technologies.In the nine months ended September 30,2024,this segmentcontributed$219.5 million,or 40%of our pro forma revenue.Our natural gas technologies include:Vapor Recovery.We manufacture,rent,sell and service VRU systems that capture fugitive natural gas vapors through aspecialized system

138、 stationed on a well pad or in proximity to any methane emissions-prone component in the natural gas andunconventional oil value chains.The fugitive vapors are then compressed and typically delivered into the sales line for monetizationby the customer or can be returned downhole to assist with artif

139、icial lift or production optimization.Our VRU systems employ digitalapplications that provide real-time data monitoring,predictive maintenance analytics and remote control,driving uptime and cashflows for our customers and preserving and maintaining our VRU assets.We offer most of our VRU systems on

140、 a contracted basisto our customers.We believe we have a high rate of contract renewal and long-term deployments due to the high reliability of oursystems and our high levels of customer service.In addition,when requested,we will also sell systems directly to customers.Natural Gas Systems.We manufac

141、ture natural gas systems at our domestic facilities.We focus on packaging systems tailored toproduction optimization applications,including those provided by our Production Solutions segment.In addition to manufacturingunits for our own use in our Production Solutions segment,we also sell these syst

142、ems directly to traditional contract systemsservice providers.4Table of ContentsWe leverage our domestic manufacturing capabilities to ensure delivery of high-quality products with industry-best reliability anduptime,as well as to reduce our exposure to global supply chains.Our vertically integrated

143、 business model reduces the capitalintensity associated with maintaining and growing our fleet of service equipment by capturing the manufacturing margin,reducing leadtimes of equipment deliveries and enabling us to optimize our inventory levels.This improves payback periods across most of ourmajor

144、product categories and streamlines commercialization of new innovations being incorporated into our Production Solutionssegment.We believe that our control of these processes allows us to optimize inventory levels and to our customers evolving needs,while also facilitating innovation and improvement

145、s to our solutions offerings.We supply critical equipment and services to the top oil and natural gas producers,who rely on our expertise to optimize the flow of oiland natural gas for the decades after wells have been drilled and completed.As producers further consolidate,we expect they willcontinu

146、e to manage capital expenditures related to their drilling and completion programs while focusing on optimizing andmaximizing the value of their production streams.Our revenue generation is diversified across a wide range of customers.Our top tencustomer accounts represent approximately 51%of our to

147、tal pro forma revenue for the year ended December 31,2023.We havestrong relationships with our key customers,and given our market leadership in our main segments,we have successfully workedwith our customers to bring new solutions to market.Our differentiated products and services drive superior ret

148、urns for our customersand have facilitated strong and lasting relationships with our diversified customer base.We have a long history and successful track record of innovation and high-quality service to our customers.Flowcos two businesssegments are underpinned by well-known and established brands

149、with reputations for superior performance and reliability.Thesebrands include(i)Estis;(ii)Flowco Production Solutions;and(iii)Flogistix.Estis was founded in 2002 as a leader in compression andartificial lift technologies serving the HPGL and traditional gas lift markets.Flowco Production Solutions w

150、as founded in 2014 as aleader in gas lift and other artificial lift solutions with a comprehensive offering of gas lift and plunger lift products.Flogistix wasfounded in 2011 as a premier production optimization and atmospheric solutions provider with an emphasis on vapor recoverysolutions.The three

151、 brands were combined in June 2024 to create Flowco as a pure play market leader for production optimization,artificial lift and methane abatement solutions.By uniting the three companies,we can offer comprehensive solutions that enable ourcustomers to maximize cash flow over the decades-long lives

152、of their wells.Competitive StrengthsOur objective is to create value for our stockholders by serving as the leading provider of production optimization,artificial lift andmethane abatement solutions that help our customers maximize production and profit at the wellhead through a comprehensiveofferin

153、g of proprietary products and services.We believe that the following strengths differentiate us from our peers and position uswell to execute on our strategy.5Table of ContentsPure play market leader for production optimization,artificial lift and methane abatementWe are a leading production optimiz

154、ation,artificial lift and methane abatement solutions provider to producers in every major onshoreU.S.oil and natural gas producing region.We are solely focused on this segment of the market and our capital allocation strategyallows us to pursue product development and growth in response to planned

155、and emerging customer demands.We design,manufacture,sell,rent and service products engineered to enable our customers to maximize the value of their assets by optimizingproduction through the life of their producing oil and natural gas wells.Because our products and services are focused on optimizin

156、goil and natural gas well production throughout a wells life and driven by our customers non-discretionary operating expenditures overthe multi-decade lifecycle of their wells,rather than cycle-driven capital expenditure budgets for drilling and completions,we arepositioned to generate highly durabl

157、e earnings.Our products are sold under a collection of premier brands with strong recognition andreputations for superior performance and reliability.Differentiated technologies and services drive superior returns for our customersWe have built our business through a focus on new product innovation

158、and the development of leading technologies.Our HPGLsolutions,a technology that we pioneered in partnership with one of our leading customers,accelerate initial production ofoil-producing wells.We believe HPGL is a more reliable alternative to other methods of high-flow artificial lift,including ESP

159、 systems,as it has no electrical or moving downhole parts and it eliminates downhole failures which lead to lost production and substantialintervention and pump replacement costs,thereby maximizing producers cash flow and return on capital employed.Our vaporrecovery systems and methane abatement sol

160、utions allow for the safe capture and monetization of high value natural gas that wouldotherwise be vented or flared,providing a meaningful uplift to our customers gas production stream cash flows.In addition,thesesystems assist our customers to meet tightening emissions regulations and their decarb

161、onization goals.We have made continuousimprovements to our plunger lift system design that maximize efficient and economical production for our customers wells,positioningour plunger lift solutions as an attractive option for wells in more mature stages of production and which are displacing rod lif

162、t formany applications.We believe our product offerings within each of these categories hold leading market positions due to theirsuperior performance,industry-leading reliability and high return on investment for our customers.Our leading fleet mechanicalavailability across the breadth of our insta

163、lled equipment further differentiates us as the preferred partner for many of our customersdue to the significant costs of failure and downtime for those systems.Our digital and automation technologies further enhancecustomer outcomes through real time remote monitoring,valuable analytics and remote

164、 operations capabilities that help to optimizeproduction and improve operational safety and efficiency.Furthermore,we have an active pipeline of potential new and differentiatedtechnologies across various stages of development to further enhance our existing offerings so that we may continue to play

165、 animportant role in partnership with our customers.Broad scope of production services distinguishes us from our competitors and supports retention and long-termpartnership with our customersWhile our technology offerings individually provide considerable value for our customers on their own,we beli

166、eve our broad scope ofproduction optimization,artificial lift and methane abatement solutions and our ability to provide seamless service transition across thedecades-long lifecycle of a well drives retention and supports long-term partnerships with our customers.Additionally,upstreamconsolidation i

167、s driving customer demand for providers of highly reliable and comprehensive solutions that enable them to optimizethe cash flow of their asset base.We believe that our ability to integrate our services and facilitate cost-effective and operationallyseamless transitions of our solutions offerings du

168、ring the long producing lives of wells distinguishes Flowco from our competitors,positioning us as a preferred partner for our customers.6Table of ContentsCash flows driven by our customers recurring production operating expenditures rather than short-term drilling andcompletion capital expenditures

169、We believe that our focus on oil and natural gas production,rather than drilling and completion,places us on the critical path tomaximize the value of our customers wells.Our revenues are generated across the long life of a producing well,which after beingdrilled and completed over several weeks,may

170、 remain on production for decades.Furthermore,unlike the drilling and completionsmarkets,which have been volatile in recent years,the more attractive domestic artificial lift market,which is driven bynon-discretionary operating expenditures,has grown significantly as producers increasingly focus on

171、production optimization andartificial lift as an enabler for their unconventional reservoir development and a catalyst for improved output from producing wells,which leads to more durable cash flow generation for our business,even in cyclical market scenarios.Vertically integrated supply chain drive

172、s technology implementation and delivers industry leading margins and returnsWe operate a vertically integrated business model across all of our product categories which drives our technology leadership andfurther enhances our competitiveness with regard to reliability,performance and capital invest

173、ment.We domestically manufacture ourcore technologies including HPGL and VRU,as well as our traditional surface gas lift systems,gas lift valves,mandrels,plunger liftsystems and other products.Our commitment to domestic manufacturing minimizes the risk of delays or quality issues inherent withintern

174、ational and domestic third-party vendors.Additionally,coupled with our experience in developing innovative technologicalsolutions,our vertically integrated supply chain gives us the ability to rapidly refine and advance changes to product design oraddress customer-specific requests.We believe our ve

175、rtically integrated supply chain reduces our rental fleet capital expenditures bycapturing manufacturing margin,underpins our industry-leading margins,and coupled with the long useful lives and low maintenancecapital requirements of our assets,drives our leading returns and free cash flow profile.Mo

176、reover,our digital-enabled solutionssupport optimized operations with real-time monitoring and predictive analytics,further supporting performance and reliability for ourproducts and extending the useful lives of our assets over multiple decades.We believe we are uniquely positioned in the market as

177、an attractive option for our stockholders to participate in continued growth in our core business characterized by attractive free cashflow and returns.High quality and diverse customer base of leading oil and natural gas producers across every major onshore producingregion in the U.S.Our platform s

178、erves substantially all of the top U.S.oil and natural gas producers.These well-capitalized producers provide reliablecontinuing cash flows,as well as significant opportunities for further growth across our product and service offering.We believe asproducers further consolidate,they will continue to

179、 focus on optimizing and maximizing the value of their production streams,whileexercising capital discipline in drilling and completion programs.Also,as a result of this consolidation,producers will increasinglygravitate toward full-cycle,comprehensive solutions such as those that we offer.Our reven

180、ue generation is well diversified across awide range of customers.Our largest customer during the year ended December 31,2023 represents approximately 8%of our totalpro forma revenue for the period,and our top ten customers comprise approximately 51%of our total pro forma revenue for the sameperiod.

181、Our differentiated products and services have driven superior returns for our customers due to their performance and reliabilityand have facilitated high retention and low churn with our diversified customer base.We have strong and lasting relationships with ourkey customers,and given our market lea

182、dership in our main segments,we have 7Table of Contentssuccessfully partnered with our customers to bring new solutions to market.Our products and services are utilized across all majoronshore oil and natural gas producing regions in the U.S.Best-in-industry technical capabilities drive continuous i

183、mprovement and robust technology pipelineWe leverage our leading technical expertise to make continuous improvements to our suite of proprietary and digital-enabledtechnologies and solutions,further supported by data collection from our industry-leading installed base of operating equipment.Theenhan

184、ced application of our products and services through real-time monitoring,actionable analytics,automation and remoteoperations helps our customers maximize the value of our solutions through safe and efficient operations due to their durability andreliability,which is born out through rigorous testi

185、ng in accordance with stringent performance standards.We also own a significantportfolio of patents,trademarks,licenses and other intellectual property that underpins our suite of innovative solutions.Furthermore,we have an active pipeline of new differentiated technologies across various stages of

186、development that will add value for thecustomer through optimized production while helping them decarbonize their operations.We believe our customers will continue toadopt automation to drive productivity and efficiency in the coming years.Digital technology has become increasingly important asprodu

187、cers seek to improve reservoir performance and increase oil and natural gas recovery and profitability throughout the welllifecycle.Highly experienced management team that has driven substantial value creation for stakeholders in past endeavorsOur highly experienced management team is focused on the

188、 operational success of the Company and driving leading returnsgeneration as their interests are aligned with those of investors and customers.The team is led by Joe Bob Edwards,who serves asour President and Chief Executive Officer.With over 26 years in energy private equity,Mr.Edwards brings signi

189、ficant experienceacross a broad group of energy-focused businesses to his role leading the Company.Additionally,the leadership team is comprised ofexecutives that have long tenure with their respective businesses and are invested in the growth outlook of Flowco,including JohnGatlin(Executive Vice Pr

190、esident and Chief Operating Officer),Jon Byers(Chief Financial Officer),Chad Roberts(Executive VicePresident,Production Solutions),and Mims Talton(Executive Vice President,Natural Gas Technologies).Collectively,ourmanagement team has deep industry,operational,managerial and financial experience requ

191、ired to effectively manage the Companyand enable it to capitalize on business opportunities.With a proven ability to generate through-cycle returns,our team has beenresponsible for developing our business and executing our success to date.Additionally,our principal stockholders,Global EnergyCapital

192、and White Deer Energy,have proven track records growing companies throughout the energy value chain with a focus on theenergy services sector.After giving effect to this initial public offering,management and other employees will have an approximately11.6%beneficial ownership interest in the Company

193、.Substantial fleet of service equipment with long useful lives,low maintenance capital requirements and low customer churndrive earnings durability and support strong returnsSeveral of our service lines include an installed base of equipment that are provided to our customers under term contracts.Th

194、emajority of our surface systems,including HPGL and conventional gas lift systems,as well as our vapor recovery units,are long-livedassets that require minimal ongoing maintenance expenditures and are deployed for long durations in connection with services to ourcustomers.The breadth of our core tec

195、hnologies enables us to offer our customers solutions that seamlessly transition across the fullwell lifecycle and changing production profile.Based on the design and operating footprint of our solutions,progressing to 8Table of Contentsother Flowco solutions along the life of the well minimizes swi

196、tching costs resulting from changing providers and reduces downtimeand costs associated with requiring intervention to support such transitions,ultimately improving the cash flow of our customers.Thisdynamic,bolstered by the enhanced performance and reliability of our solutions,drives customer reten

197、tion,long-durationdeployments and visibility into stable cash flows for our business.Strong balance sheet provides ample access to capital and flexibility to support our strategic objectivesWe believe that maintaining a strong balance sheet provides ample access to capital and financial and operatio

198、nal flexibility whichenable us to achieve our strategic objectives.Access to liquidity and conservative leverage has supported our growth through priorindustry cycles by allowing us to invest in our human capital and our continuous pursuit of improvement to our productionoptimization,artificial lift

199、 and methane abatement solutions,while also ensuring our high service quality standards are maintained.Webelieve that our cash flow,liquidity and leverage profile will allow us to meet our organic growth objectives in the near term.Our focuson our financial strength and flexibility through preservin

200、g a prudent balance sheet also enables us to take advantage of strategicacquisition opportunities.Business StrategiesWe intend to achieve our primary business objectives by successfully executing on the following strategies.Pursue continued growth in our core markets of production solutions and natu

201、ral gas technologiesWe are a pure play production optimization,artificial lift and methane abatement solutions provider to the largest oil and natural gasproducers in the U.S.We intend to maintain and strengthen our market leading position through continuous product and serviceoffering improvements

202、and a focus on driving superior returns for our customers in their efforts to maximize the profitability andeconomic lifespans of their producing wells.Through our broad suite of solutions within our Production Solutions and Natural GasTechnologies segments,we are uniquely positioned to serve all of

203、 our customers requirements in these key disciplines.We expectthe demand for production optimization,artificial lift and methane abatement solutions to continue to rise,and many of our customersare currently utilizing Flowco products in one or more but not all of our product categories.We believe th

204、ere is ample opportunity forus to accelerate growth in our business by capturing additional revenue with key customers through cross-selling of additional Flowcoproducts and services in the near-term.Focus on generating superior returns and a stockholder-first capital allocation strategyOur commitme

205、nt to superior returns,reinforced by our management teams meaningful ownership in the business,is reflected in ourindustry-leading returns.We intend to maintain our pursuit of maximizing total stockholder return through a comprehensive capitalallocation strategy,including organic growth,M&A and divi

206、dends.Each capital allocation decision will be viewed through the lens ofenhancing stockholder returns.In addition to our organic growth strategy,we intend to opportunistically pursue inorganic growththrough disciplined sourcing and evaluation of M&A opportunities.Any potential acquisitions will foc

207、us on providing complementarysolutions or capabilities that offer a strong strategic or synergistic fit and that will enable us to generate accretive value to ourcustomers without impairing our profitability,cash flow profile or balance sheet strength.Flowco has an impressive and well-documented his

208、tory of returning cash to investors through distributions while maintaining low leverage.We expect to initiate adividend program upon going public.9Table of ContentsFocus on serving customer production optimization needs for the full lifecycle of their wellsThrough our broad suite of efficiency-driv

209、en solutions for optimizing uptime and profitability,we are uniquely positioned to servecustomers across their operating geographies and throughout the decades-long lives of their wells.The scope of our product offeringsand exclusive focus on the production phase of the well lifecycle allows us to w

210、ork with customers to provide optimal solutions both astheir well production profiles change over time and through continuous product innovation.We strategically target the productionphase,as it is the most stable and least capital-intensive phase of the well lifecycle.By targeting products and serv

211、ices in this phase,we have achieved greater durability of revenue,cash flow and through-cycle performance for our business.This focus has alsoresulted in improved consistency and greater visibility into revenue and stability of cash flow generation due to exposure to customersongoing and non-discret

212、ionary operating expense budgets,as opposed to capital expense budgets.Unlike drilling and completionactivities,which can be measured in weeks,wells produce oil and natural gas for many decades.Our products and services arechosen by our customers due to their reliability and ability to achieve maxim

213、um output from their wells,in addition to assisting themwith their decarbonization efforts through monetization and use of fugitive gas emissions.Pursue disciplined growth in the U.S.by continuing to expand our addressable market through innovation and increasedpenetration in our key product linesWe

214、 expect to grow our presence in the U.S.by capitalizing on important trends in the oil and natural gas industry that play to ourstrengths.Gas lift,including HPGL,is seeing increasing adoption as oil and gas producers are increasingly concerned about thereliability of their artificial lift systems.We

215、 believe gas lift is more reliable than ESPs due to having fewer electrical and moving partsdownhole,which leads to a superior value proposition through the elimination of downhole failures which result in lost production andsubstantial intervention and pump replacement costs.Furthermore,when compar

216、ed with ESPs,gas lift systems are generally moretolerant of high temperatures and pressures,better suited for handling sand and other solids,more resilient to changing wellconditions and easier to maintain.We currently serve a significant portion of the addressed HPGL market and intend to uphold our

217、market leading position as we continue to grow into the largely unaddressed total addressable market(“TAM”).Oil and natural gasproducers are also increasingly motivated to capture previously vented methane through the use of our VRUs,due to both economicand regulatory incentives.We were instrumental

218、 in helping our customers realize and adopt this technology and we expect to seefurther adoption by oil and natural gas producers.We believe we are the largest provider serving the largely unaddressed NorthAmerican market for VRUs.Importantly,the growth outlook for gas lift and VRU demand is not dep

219、endent on drilling and completionactivity.We are also well-positioned to achieve growth in our methane abatement solutions as industries beyond oil and natural gasproducers,such as the midstream,refining and downstream industries and adjacent emissions-prone industries such as waste,ammonia and agri

220、culture,seek to address their emissions challenges across their value chains.Leverage our vertically integrated supply chain to continuously innovate and invest in production optimization solutionsand maximize our returnsWe are dedicated to maintaining and enhancing our vertically integrated supply

221、chain to continue our strong track record of innovationand rapid product development,and to enhance our profitability and returns.Our commitment to continuous improvement across ourcore product suite spurs new product initiatives both internally and while working closely with our customers throughou

222、t the productlifecycle.Many of our products are installed and on location with customers for months or years at a time,leading to abundant dataand feedback from customers on product performance,outcomes and improvement opportunities.For example,we 10Table of Contentspioneered the HPGL technology in

223、2017 alongside one of our key customers in our conventional gas lift market.Today,HPGL hasbecome a preferred alternative to ESPs due to the elimination of downhole equipment failures,which lead to lost production andintervention and pump replacement costs associated with ESP usage.Additionally,our V

224、RUs offer increased safety and economicvalue capture while making meaningful emissions reductions at the wellhead.While many of our customers initially sought to employVRUs due to environmental and decarbonization goals,they now leverage VRUs as an economic driver to monetize fugitiveemissions with

225、high value gas vapors.As customer demand grows,our domestic manufacturing footprint can support additional scalewhile mitigating risks associated with sourcing important components,enabling us to capture manufacturing margin and enhancereturn on our service equipment.We have also strategically posit

226、ioned our operations near some of the most prolific oil and naturalgas plays in the U.S.This enables us to responsively deploy products and services based on market needs to the most significantareas of active oil and natural gas production across the U.S.,which maximizes customer uptime and ensures

227、 high-quality service.Partner with our customers to accelerate and enhance the effectiveness of their methane abatement effortsWe continually seek opportunities to enhance our partnerships with customers by innovating and developing methane abatementsolutions that help them to optimize the profitabi

228、lity of their production operations,by monetizing their fugitive gas emissions whilealso supporting their compliance with recent and emerging regulatory requirements.To minimize methane emissions,we providevapor recovery systems to capture and monetize natural gas and volatile organic compounds duri

229、ng the separation and storage of oil,natural gas and produced water from operating reservoirs,precluding the need to vent or flare these valuable hydrocarbons.We alsoprovide solutions to reduce fugitive emissions from the operations and maintenance of compressors used in oil and natural gasoperation

230、s.The value proposition of our solutions is reinforced by our data-driven digital offerings,which optimize the performance ofequipment at the wellsite and help our customers quantify their economic and environmental benefits.In addition to addressing thegrowing demand for methane abatement solutions

231、 from the oil and natural gas industry,we intend to expand and adapt our portfolioof proprietary emissions solutions to scale our value proposition to customers downstream of the wellsite,such as the midstream andrefining industries,as well as adjacent high-emission industries such as waste,ammonia

232、and agriculture.Drive superior outcomes by attracting and retaining best-in-class personnel and maintaining a strong innovation andcustomer-focused cultureOur industry leadership and expertise are underpinned by a strong entrepreneurial culture of customer-driven innovation and serviceand our abilit

233、y to attract and retain best-in-class talent and leaders.We have attracted,and expect to continue to attract,some of themost experienced and well-respected managers,technical personnel and service professionals in the industry.Our seniormanagement team has extensive operational,financial and manager

234、ial experience in businesses operating across multiple stages ofthe well lifecycle.We will continue to invest in securing and developing top talent at all organizational levels.Our people are a keycomponent of our mission to continue to deliver innovative efficiency-driven solutions and profitabilit

235、y for our customers.Recent Developments2024 Business CombinationOn June 20,2024,Flowco LLC acquired 100%of the membership interests of each of Estis Intermediate,Flowco Productions andFlogistix Intermediate.We refer to these business combinations as the“2024 Business 11Table of ContentsCombination.”

236、In connection with the 2024 Business Combination,the FPS Member also contributed substantially all of its assets toFlowco Productions immediately prior to the consummation of the 2024 Business Combination and the contribution of themembership interests of Flowco Productions to Flowco LLC.As a result

237、 of the 2024 Business Combination,our Original EquityOwners acquired the following ownership interest in Flowco LLC:GEC Estis Holdings,LLC(i.e.,Estis Member)51%;Flowco Production Solutions,L.L.C.(i.e.,FPS Member)26%;and Flogistix Holdings,LLC(i.e.,Flogistix Member)23%.The Estis Member and FPS Member

238、 are affiliates of GEC Advisors LLC(“GEC”)and its controlling member,Jonathan B.Fairbanks.The Flogistix Member is an affiliate of White Deer.In connection with the Transactions,and immediately prior to the consummation of this offering,GEC and White Deer will effecttransactions that result in the di

239、stribution of LLC Interests held directly by the Original Equity Owners to their direct or indirectmembers,including the Continuing Equity Owners and the Blocker Shareholders that will remain affiliates of GEC and White Deer.Inconnection with such distribution of LLC Interests,Flowco LLC will repurc

240、hase and redeem LLC Interests assigned to certain non-affiliate holders.See“Use of Proceeds.”2024 Credit AgreementOn August 20,2024,our wholly owned subsidiaries Flowco MasterCo LLC,Flowco Productions LLC,Estis Intermediate and FlogistixIntermediate,as borrowers,and other loan parties(collectively,t

241、he“Loan Parties”)entered into a first lien credit agreement whichprovides for a$700 million aggregate principal amount senior secured revolving credit facility(as amended to date,the“CreditAgreement”).On November 27,2024,the Loan Parties entered into an amendment to the Credit Agreement which increa

242、sed theaggregate revolving commitment to$725 million.The Credit Agreement continues our Prior Estis Credit Facility(as defined below),and borrowings were used to repay all outstanding indebtedness under our prior Flowco Productions and Flogistix Intermediate creditagreements.For additional informati

243、on regarding the Credit Agreement,please see“Description of IndebtednessCredit Agreement.”Fourth Quarter 2024 Cash DistributionsSubsequent to September 30,2024,Flowco LLC has made distributions of cash to its equityholders in an aggregate amount of$100.0 million.As of January 3,2025,outstanding inde

244、btedness under the Credit Agreement was$641.6 million.Stockholders AgreementUnder the Stockholders Agreement,(i)GEC will have the right to designate two(2)of our directors,or the“GEC Directors,”for as longas GEC and its affiliates(the“GEC Affiliates”)beneficially own,directly or indirectly,in the ag

245、gregate at least 20%of our issued andoutstanding Class A common stock(assuming that all outstanding LLC Interests in Flowco LLC are redeemed for newly issued sharesof our Class A common stock on a one-for-one basis)(our“Deemed Outstanding Class A Shares”),and if at any time the GECAffiliates benefic

246、ially own,directly or indirectly,in the aggregate less than 20%and at least 10%of our Deemed Outstanding Class AShares,GEC will have the right to designate one(1)of our directors as a GEC Director,and(ii)White Deer will have the right todesignate one(1)of our directors,or the“White Deer Director,”wh

247、ich will be the White Deer Director for as long as White Deerbeneficially owns,directly or indirectly,in the aggregate,at least 10%of our 12Table of ContentsDeemed Outstanding Class A Shares.The initial directors upon the consummation of this offering will be Jonathan B.Fairbanks andAlexander Chmele

248、v,as the GEC Directors,Ben A.Guill,as the White Deer Director,Joseph R.Edwards,our CEO,and threeindependent directors mutually agreed by GEC and White Deer.Following the consummation of this offering,(i)for so long as the GEC Affiliates beneficially own,directly or indirectly,in the aggregateat leas

249、t 30%of our Deemed Outstanding Class A Shares,GEC will also be entitled to designate for nomination by the board ofdirectors(the“Board”)in any applicable election,that number of individuals who satisfy specified NYSE and SEC independencerequirements(the“Independence Requirements”),which,assuming all

250、 such individuals are successfully elected to the board,whentaken together with any incumbent independent director initially designated at the closing of this offering or subsequently designatedfor nomination by GEC(an“Independent Director”)not standing for election in such election,would result in

251、there being at least three(3)Independent Directors on the Board(and to designate for nomination by the Board in any applicable election any other directorsintended to qualify as Independent Directors),and(ii)if at any time,the GEC Affiliates beneficially own,directly or indirectly,in theaggregate le

252、ss than 30%but at least 20%of the Deemed Outstanding Class A Shares,GEC will be entitled to designate fornomination by the Board in any applicable election that number of individuals who each satisfy the Independence Requirements,which,assuming all such individuals are successfully elected to the Bo

253、ard,when taken together with any incumbent IndependentDirector not standing for election in such election,would result in there being two(2)Independent Director serving on the Board.Individuals designated by GEC as Independent Directors do not count against the number of GEC Directors that may be de

254、signated.GEC is not entitled to designate any individuals as Independent Directors if at any time the GEC Affiliates beneficially own,directly orindirectly,less than 20%of the Deemed Outstanding Class A Shares.Under the Stockholders Agreement,GEC and White Deer will also have special consent rights

255、with respect to certain actions by thecompany and its subsidiaries as long as GEC Affiliates or White Deer Affiliates,respectively,beneficially own,directly or indirectly,atleast 10%of the Deemed Outstanding Class A Shares.For additional information regarding the Stockholder Agreement,please see“Cer

256、tain Relationships and Related Party TransactionStockholder Agreement.”Summary Risk FactorsParticipating in this offering involves substantial risk.Our ability to execute our strategy is also subject to certain risks.The risksdescribed under the heading“Risk Factors”included elsewhere in this prospe

257、ctus may cause us not to realize the full benefits of ourstrengths or may cause us to be unable to successfully execute all or part of our strategy.Some of the most significant challengesand risks we face include the following:trends in crude oil and natural gas prices may affect production-related

258、activities and production-related operating expenditures byour customers,and therefore the demand for,and profitability of,our products and services;decreased expenditures by our customers can adversely impact our customers demand for our products and services and ourrevenue;our operations could be

259、adversely affected by global market and economic conditions in ways we may not be able to predict orcontrol;we could lose customers or generate lower revenue,operating profits and cash flows if there are significant increases in the cost ofraw materials or if we are unable to obtain raw materials;th

260、e loss of one or more significant customers could have an adverse impact on our financial results;13Table of Contents investor sentiment towards climate change,fossil fuels and other Environmental,Social and Governance matters could adverselyaffect our access to and cost of capital and stock price;t

261、he inability to protect or obtain patent and other intellectual property rights could adversely affect our revenue,operating profitsand cash flows;federal,state and local legislative and regulatory initiatives relating to oil and gas development and the potential for related litigationcould result i

262、n increased costs and additional operating restrictions or delays for our customers,which could reduce demand for ourproducts;we and our customers are subject to extensive environmental and health and safety laws and regulations that may increase ourcosts,limit the demand for our products and servic

263、es or restrict our operations;tariffs and other trade measures could adversely affect our results of operations,financial position and cash flows;following this offering,GEC and White Deer will collectively control us,and each of them will individually have significant influenceover us,including con

264、trol over decisions that require the approval of stockholders;and we have identified material weaknesses in our internal control over financial reporting.If we are unable to remediate these materialweaknesses,or if we identify additional material weaknesses in the future or otherwise fail to maintai

265、n effective internal control overfinancial reporting,we may not be able to accurately or timely report our financial condition or results of operations,which mayadversely affect our business and share price.Before you invest in our Class A common stock,you should carefully consider all the informati

266、on in this prospectus,including mattersset forth under the heading“Risk Factors.”Summary of the TransactionsFlowco Holdings Inc.,a Delaware corporation,was formed on July 25,2024 and is the issuer of the Class A common stock offered bythis prospectus.Prior to this offering,all of our business operat

267、ions have been conducted through Flowco LLC and its direct andindirect subsidiaries.Prior to the Transactions,we expect there will initially be one holder of common stock of Flowco Holdings Inc.,Flowco LLC.We will consummate the following organizational transactions in connection with this offering:

268、we will amend and restate the existing limited liability company agreement of Flowco LLC,which will become effective substantiallyconcurrently with or prior to the consummation of this offering,to,among other things:(i)recapitalize all existing ownershipinterests in Flowco LLC into LLC Interests;and

269、(ii)issue a non-economic member interest and appoint Flowco Holdings Inc.as thesole managing member of Flowco LLC upon its acquisition of LLC Interests in connection with this offering;we will amend and restate Flowco Holdings Inc.s certificate of incorporation to,among other things,provide:(i)for C

270、lass Acommon stock,with each share of our Class A common stock entitling its holder to one vote per share on all matters presented toour stockholders generally;and(ii)for Class B common stock,with each share of our Class B common stock entitling its holder toone vote per share on all matters present

271、ed to our stockholders generally,and that shares of our Class B common stock may onlybe held by the Continuing Equity Owners and their respective permitted transferees as described in“Description of Capital StockCommon StockClass B Common Stock;”14Table of Contents Flowco Holdings Inc.will acquire,d

272、irectly or indirectly,the LLC Interests held by certain of the existing indirect owners of FlowcoLLC,by means of one or more mergers or otherwise,including mergers of the Blocker Companies,in exchange for 4,207,588shares of our Class A common stock;we will issue 65,886,983 shares of our Class B comm

273、on stock to the Continuing Equity Owners,which is equal to the number ofLLC Interests held by such Continuing Equity Owners,for nominal consideration;we will issue 17,800,000 shares of our Class A common stock to the purchasers in this offering(or 20,470,000 shares if theunderwriters exercise in ful

274、l their option to purchase additional shares of Class A common stock)in exchange for net proceeds ofapproximately$358.1 million(or approximately$413.3 million if the underwriters exercise in full their option to purchase additionalshares of Class A common stock)based upon an assumed initial public o

275、ffering price of$22.00 per share(which is the mid-point ofthe estimated price range set forth on the cover page of this prospectus),less the underwriting discount and estimated offeringexpenses payable by us;we will use the net proceeds from this offering to purchase 17,800,000 newly issued LLC Inte

276、rests(or 20,470,000 LLC Interests ifthe underwriters exercise in full their option to purchase additional shares of Class A common stock)directly from Flowco LLC at aprice per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwritingdisc

277、ount and estimated offering expenses payable by us;Flowco LLC intends to use the net proceeds from the sale of LLC Interests to Flowco Holdings Inc.to:(i)redeem approximately$18.7 million of Flowco LLC interests(assuming an initial public offering price of$22.00 per share)from certain non-affiliate

278、holdersand(ii)with respect to the remainder,repay indebtedness under our Credit Agreement,in each case,as described under“Use ofProceeds;”and Flowco Holdings Inc.will enter into:(i)the Stockholder Agreement with GEC,White Deer and certain of their affiliates;(ii)theRegistration Rights Agreement with

279、 the Continuing Equity Owners and Blocker Shareholders;and(iii)the Tax ReceivableAgreement with Flowco LLC and each of the TRA Participants.For a description of the terms of the Stockholders Agreement,theRegistration Rights Agreement and the Tax Receivable Agreement,see“Certain Relationships and Rel

280、ated Party Transactions.”Immediately following the consummation of the Transactions(including this offering):Flowco Holdings Inc.will be a holding company and its principal asset will consist of the LLC Interests it acquires directly fromFlowco LLC and indirectly from the Blocker Shareholders;Flowco

281、 Holdings Inc.will be the sole managing member of Flowco LLC and will control the business and affairs of Flowco LLC andits direct and indirect subsidiaries;Flowco Holdings Inc.will own,22,007,588 LLC Interests of Flowco LLC,representing approximately 25.0%of the economicinterest in Flowco LLC(or 24

282、,677,588 LLC Interests,representing approximately 27.2%of the economic interest in Flowco LLC ifthe underwriters exercise in full their option to purchase additional shares of Class A common stock);GEC Affiliates(directly and indirectly including through certain Blocker Shareholders)will own(i)871,0

283、92 shares of Class Acommon stock of Flowco Holdings Inc.(or 871,092 shares of Class A common stock of Flowco Holdings Inc.if the underwritersexercise in full their option to purchase additional shares of Class A common stock),representing approximately 1.0%of thecombined voting power of all of Flowc

284、o Holdings common stock and approximately 4.0%of the economic interest in FlowcoHoldings Inc.(or approximately 1.0%of the combined voting power and approximately 3.5%of the economic interest if theunderwriters exercise in full their option to 15Table of Contents purchase additional shares of Class A

285、 common stock),(ii)directly through the GEC Affiliates ownership of LLC Interests andindirectly through Flowco Holdings Inc.s ownership of LLC Interests,approximately 43.3%of the economic interest in Flowco LLC(or approximately 42.0%of the economic interest in Flowco LLC if the underwriters exercise

286、 in full their option to purchaseadditional shares of Class A common stock)and(iii)37,148,353 shares of Class B common stock of Flowco Holdings Inc.,representing approximately 42.3%(and,together with the shares of Class A common stock,43.3%)of the combined voting powerof all of Flowco Holdings Inc.s

287、 common stock(or 37,148,353 shares of Class B common stock of Flowco Holdings Inc.,representing approximately 41.0%(and,together with the shares of Class A common stock,42.0%)if the underwriters exercise infull their option to purchase additional shares of Class A common stock);White Deer Affiliates

288、(directly and indirectly including through certain Blocker Shareholders)will own(i)3,336,496 shares of Class Acommon stock of Flowco Holdings Inc.(or 3,336,496 shares of Class A common stock of Flowco Holdings Inc.if the underwritersexercise in full their option to purchase additional shares of Clas

289、s A common stock),representing approximately 3.8%of thecombined voting power of all of Flowco Holdings common stock and approximately 15.2%of the economic interest in FlowcoHoldings Inc.(or approximately 3.7%of the combined voting power and approximately 13.5%of the economic interest if theunderwrit

290、ers exercise in full their option to purchase additional shares of Class A common stock),(ii)directly through the WhiteDeer Affiliates ownership of LLC Interests and indirectly through Flowco Holdings Inc.s ownership of LLC Interests,approximately16.5%of the economic interest in Flowco LLC(or approx

291、imately 16.0%of the economic interest in Flowco LLC if the underwritersexercise in full their option to purchase additional shares of Class A common stock)and(iii)11,195,287 shares of Class B commonstock of Flowco Holdings Inc.,representing approximately 12.7%(and,together with the shares of Class A

292、 common stock,16.5%)of the combined voting power of all of Flowco Holdings Inc.s common stock(or 11,195,287 shares of Class B common stock ofFlowco Holdings Inc.,representing approximately 12.4%(and,together with the shares of Class A common stock,16.0%)if theunderwriters exercise in full their opti

293、on to purchase additional shares of Class A common stock);The Continuing Equity Owners(excluding GEC Affiliates and White Deer Affiliates)will collectively own:(i)17,543,343 LLCInterests of Flowco LLC,representing approximately 20.0%of the economic interest in Flowco LLC(or 17,543,343 LLC Interests,

294、representing approximately 19.4%of the economic interest in Flowco LLC if the underwriters exercise in full their option topurchase additional shares of Class A common stock);and(ii)17,543,343 shares of Class B common stock of Flowco HoldingsInc.,representing approximately 20.0%of the combined votin

295、g power of all of Flowco Holdings Inc.s common stock(or17,543,343 shares of Class B common stock of Flowco Holdings Inc.,representing approximately 19.4%if the underwritersexercise in full their option to purchase additional shares of Class A common stock);and the purchasers in this offering will ow

296、n:(i)17,800,000 shares of Class A common stock of Flowco Holdings Inc.(or 20,470,000shares of Class A common stock of Flowco Holdings Inc.if the underwriters exercise in full their option to purchase additionalshares of Class A common stock),representing approximately 20.3%of the combined voting pow

297、er of all of Flowco Holdings Inc.scommon stock and approximately 80.9%of the economic interest in Flowco Holdings Inc.(or approximately 22.6%of the combinedvoting power and approximately 82.9%of the economic interest if the underwriters exercise in full their option to purchaseadditional shares of C

298、lass A common stock);and(ii)through Flowco Holdings Inc.s ownership of LLC Interests,indirectly will holdapproximately 20.3%of the economic interest in Flowco LLC(or approximately 22.6%of the economic interest in Flowco LLC if theunderwriters exercise in full their option to purchase additional shar

299、es of Class A common stock).16Table of ContentsAs the sole managing member of Flowco LLC,we will operate and control all of the business and affairs of Flowco LLC and,throughFlowco LLC and its direct and indirect subsidiaries,conduct our business.Following the Transactions,including this offering,Fl

300、owcoHoldings Inc.will have a minority economic interest in Flowco LLC,but will control the management of Flowco LLC as its solemanaging member.As a result,Flowco Holdings Inc.will consolidate Flowco LLC and record a significant non-controlling interest in aconsolidated entity in Flowco Holdings Inc.

301、s consolidated financial statements for the economic interest in Flowco LLC held by theContinuing Equity Owners.For more information regarding the Transactions and our structure,see“Our Organizational Structure.”Ownership StructureThe diagram below depicts our organizational structure after giving e

302、ffect to the Transactions,including this offering,assuming noexercise by the underwriters of their option to purchase additional shares of Class A common stock and an initial public offering priceof$22.00 per share(which is the mid-point of the estimated price range set forth on the cover page of th

303、is prospectus).(1)Investors in this offering will hold approximately 20.3%of the combined voting power of Flowco Holdings Inc.(or approximately 22.6%of the combined voting power if theunderwriters exercise in full their option to purchase additional shares of Class A common stock).17Table of Content

304、sAfter giving effect to the Transactions,including this offering,Flowco Holdings Inc.will be a holding company whose principal assetwill consist of 25.0%of the outstanding LLC Interests of Flowco LLC(or 27.2%if the underwriters exercise in full their option topurchase additional shares of our Class

305、A common stock).The resulting ownership interests of the Continuing Equity Owners andcertain affiliates will be 75.0%of the outstanding LLC Interests of Flowco LLC(or 72.8%if the underwriters exercise in full their optionto purchase additional shares of our Class A common stock).Corporate Informatio

306、nFlowco Holdings Inc.,the issuer of the Class A common stock in this offering,was incorporated as a Delaware corporation on July 25,2024.Our corporate headquarters are located at 1300 Post Oak Blvd.,Suite 450,Houston,Texas 77056.Our telephone number is713-997-4877.Our principal website address is ww

307、w.flowco-.The information on any of our websites is deemed not to beincorporated in this prospectus or to be part of this prospectus.Implications of Being an Emerging Growth CompanyWe qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,or the JOBS Act.

308、Anemerging growth company may take advantage of certain reduced reporting and other requirements that are otherwise generallyapplicable to public companies.As a result:we are required to have only two years of audited financial statements and only two years of related selected financial data andmana

309、gements discussion and analysis of financial condition and results of operations disclosure;we are not required to engage an auditor to report on our internal control over financial reporting pursuant to Section 404(b)of theSarbanes-Oxley Act of 2002,or the Sarbanes-Oxley Act;we are not required to

310、comply with the requirement of the Public Company Accounting Oversight Board,or PCAOB,regarding thecommunication of critical audit matters in the auditors report on the financial statements;we are not required to submit certain executive compensation matters to stockholder advisory votes,such as“say

311、-on-pay,”“say-on-frequency”and“say-on-golden parachutes;”and we are not required to comply with certain disclosure requirements related to executive compensation,such as the requirement topresent a comparison of our Chief Executive Officers compensation to our median employee compensation.We may tak

312、e advantage of these reduced reporting and other requirements until the last day of our fiscal year following the fifthanniversary of the completion of this offering,or such earlier time that we are no longer an emerging growth company,including if wehave more than$1.235 billion in annual revenue,ha

313、ve more than$700 million in market value of our Class A common stock held bynon-affiliates,or issue more than$1.0 billion of non-convertible debt over a three-year period.We may choose to take advantage ofsome but not all of these reduced burdens.We have elected to adopt the reduced requirements wit

314、h respect to our financialstatements and the related selected financial data and“Managements Discussion and Analysis of Financial Condition and Results ofOperations”disclosure,including in this prospectus.In addition,the JOBS Act permits an emerging growth company like us to take advantage of an ext

315、ended transition period to complywith new or revised accounting standards applicable to public companies.We have 18Table of Contentselected to use this extended transition period.As a result,the information that we provide to stockholders may be different than theinformation you may receive from oth

316、er public companies in which you hold equity.19Table of ContentsThe Offering IssuerFlowco Holdings Inc.Shares of Class A common stockoffered by us17,800,000 shares(or 20,470,000 shares if the underwriters exercise in full their option topurchase additional shares).Underwriters option to purchaseaddi

317、tional shares of Class A commonstock from us2,670,000 shares.Shares of Class A common stock tobe outstanding immediately after thisoffering(1)22,007,588 shares,representing approximately 25.0%of the combined voting power of all ofFlowco Holdings Inc.s common stock(or 24,677,588 shares,representing a

318、pproximately 27.2%of the combined voting power of all of Flowco Holdings Inc.s common stock if the underwritersexercise in full their option to purchase additional shares of Class A common stock),100%of theeconomic interest in Flowco Holdings Inc.and 25.0%of the indirect economic interest in FlowcoL

319、LC.Shares of Class B common stock tobe outstanding immediately after thisoffering65,886,983 shares,representing approximately 75.0%of the combined voting power of all ofFlowco Holdings Inc.s common stock(or 65,886,983 shares,representing approximately 72.8%of the combined voting power of all of Flow

320、co Holdings Inc.s common stock if the underwritersexercise in full their option to purchase additional shares of Class A common stock)and noeconomic interest in Flowco Holdings Inc.LLC Interests to be held by usimmediately after this offering22,007,588 LLC Interests,representing approximately 25.0%o

321、f the economic interest in FlowcoLLC(or 24,677,588 LLC Interests,representing approximately 27.2%of the economic interest inFlowco LLC if the underwriters exercise in full their option to purchase additional shares ofClass A common stock).LLC Interests to be held directly bythe Continuing Equity Own

322、ersimmediately after this offering65,886,983 LLC Interests,representing approximately 75.0%of the economic interest in FlowcoLLC(or 65,886,983 LLC Interests,representing approximately 72.8%of the economic interest inFlowco LLC if the underwriters exercise in full their option to purchase additional

323、shares ofClass A common stock).Ratio of shares of Class A commonstock to LLC InterestsOur amended and restated certificate of incorporation and the Flowco LLC Agreement willrequire that we and Flowco LLC at all times maintain a one-to-one ratio between the number ofshares of Class A common stock iss

324、ued by us and the number of LLC Interests owned by us,except as otherwise determined by us.Ratio of shares of Class B commonstock to LLC InterestsOur amended and restated certificate of incorporation and the Flowco LLC Agreement willrequire that we and Flowco LLC at all times maintain a one-to-one r

325、atio between the number ofshares of Class B common stock owned by the Continuing Equity Owners and their respectivepermitted transferees and(1)Does not include 725,677 restricted stock units(“RSUs”)that we expect to issue to certain directors,officers and other employees in connection with this offe

326、ring(based onan assumed initial public offering price of$22.00 per share).See“Executive Compensation Incentive Plan IPO Grants.”20Table of Contents the number of LLC Interests owned by the Continuing Equity Owners and their respectivepermitted transferees,except as otherwise determined by us.Immedia

327、tely after theTransactions,the Continuing Equity Owners will together own 100%of the outstanding sharesof our Class B common stock.Permitted holders of shares ofClass B common stockOnly the Continuing Equity Owners and the permitted transferees of Class B common stock asdescribed in this prospectus

328、will be permitted to hold shares of our Class B common stock.Shares of Class B common stock are transferable for shares of Class A common stock onlytogether with an equal number of LLC Interests.See“Certain Relationships and Related PartyTransactionsFlowco LLC AgreementAgreement in Effect Upon Consu

329、mmation of theTransactions.”Voting rightsHolders of shares of our Class A common stock and our Class B common stock will votetogether as a single class on all matters presented to stockholders for their vote or approval,except as otherwise required by law or our amended and restated certificate of i

330、ncorporation.Each share of our Class A common stock entitles its holders to one vote per share and eachshare of our Class B common stock entitles its holders to one vote per share on all matterspresented to our stockholders generally.See“Description of Capital Stock.”Redemption rights of holders of

331、LLCInterestsThe Continuing Equity Owners may,subject to certain exceptions,from time to time at each oftheir options require Flowco LLC to redeem all or a portion of their LLC Interests in exchangefor,at our election,newly-issued shares of our Class A common stock on a one-for-one basis ora cash pay

332、ment equal to a volume weighted average market price of one share of our Class Acommon stock for each LLC Interest so redeemed,in each case,in accordance with the termsof the Flowco LLC Agreement;provided that,at our election,we may effect a direct exchange byFlowco Holdings Inc.of such Class A comm

333、on stock or such cash,as applicable,for such LLCInterests.The Continuing Equity Owners may,subject to certain exceptions,exercise suchredemption right for as long as their LLC Interests remain outstanding.See“CertainRelationships and Related Party TransactionsFlowco LLC AgreementAgreement in EffectUpon Consummation of the Transactions.”Simultaneously with the payment of cash or sharesof Class A co