HMH Holding Inc. Files S-1/A for IPO

Ticker: HMH · Form: S-1/A · Filed: Sep 9, 2024 · CIK: 2021880

Sentiment: neutral

Topics: ipo, sec-filing, oil-gas-equipment

TL;DR

HMH Holding Inc. filed an S-1/A for its IPO, signaling a move towards public trading.

AI Summary

HMH Holding Inc. filed an S-1/A amendment on September 9, 2024, for its initial public offering. The company, incorporated in Delaware with its principal executive offices in Houston, Texas, operates in the Oil & Gas Field Machinery & Equipment sector. The filing includes details about its registration number (333-281497) and its agent for service, Dwight W. Rettig.

Why It Matters

This S-1/A filing indicates HMH Holding Inc. is moving forward with its plan to become a publicly traded company, which could impact its access to capital and future growth strategies.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it represents a company seeking to go public, which inherently carries risks associated with market reception and operational scaling.

Key Numbers

Key Players & Entities

FAQ

What is the primary business of HMH Holding Inc.?

HMH Holding Inc. operates in the OIL & GAS FILED MACHINERY & EQUIPMENT sector, with a Standard Industrial Classification Code of 3533.

When was this S-1/A amendment filed?

This amendment was filed with the SEC on September 9, 2024.

Who is the agent for service for HMH Holding Inc.?

Dwight W. Rettig serves as the General Counsel and agent for service for HMH Holding Inc.

What is the state of incorporation for HMH Holding Inc.?

HMH Holding Inc. is incorporated in Delaware.

What is the principal executive office address of HMH Holding Inc.?

The principal executive offices are located at 3300 North Sam Houston Parkway East, Houston, Texas 77032.

Filing Stats: 4,528 words · 18 min read · ~15 pages · Grade level 12.6 · Accepted 2024-09-09 16:45:41

Key Financial Figures

Filing Documents

Use of proceeds

Use of proceeds 85 Dividend policy 87 Capitalization 88

Managements discussion and analysis of financial condition and results of operations

Managements discussion and analysis of financial condition and results of operations 91 Industry overview 118

Business

Business 128 Management 159

Executive compensation

Executive compensation 166

Security ownership of certain beneficial owners and management

Security ownership of certain beneficial owners and management 178 Corporate reorganization 180 Certain relationships and related party transactions 187

Description of capital stock

Description of capital stock 198 Shares eligible for future sale 202 Certain ERISA considerations 205 Material U.S. federal income tax considerations for non-U.S. holders 208

Underwriting

Underwriting 213 Legal matters 223 Experts 223 Where you can find additional information 223 Glossary of selected terms A-1 Index to consolidated financial statements F-1 i Table of Contents About this prospectus We have not, and the underwriters have not, authorized any other person to provide you with information different from that contained in this prospectus and any free writing prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell the securities described herein in any jurisdiction where an offer or sale is not permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See Risk factors and Cautionary statement regarding forward-looking statements. Presentation of financial and operating data HMH Inc. (as defined herein) was formed on April 29, 2024, and has not conducted and will not conduct any material business operations prior to the completion of the transactions described under Corporate reorganization other than certain activities related to this offering. Our predecessor consists of HMH B.V. (as defined herein) and its subsidiaries on a consolidated basis. Unless otherwise indicated, the historical consolidated financial and operating information included in this prospectus presents the historical financial and operating information of HMH B.V. Historical financial and operating information is not indicative of the results that may be expected in any future period

financial statements and related notes thereto included elsewhere in this prospectus

financial statements and related notes thereto included elsewhere in this prospectus. Organizational structure This offering is being conducted through what is commonly referred to as an Up-C structure. Following this offering and the reorganization transactions described in SummaryCorporate reorganization, HMH Inc. will be a holding company whose sole material asset will consist of a % equity interest in HMH B.V., with such equity interest consisting of B.V. Voting Class A Shares and B.V. Voting Class B Shares. HMH B.V. will continue to wholly own all of our operating assets. After the consummation of the transactions contemplated by this prospectus, HMH Inc. will own all of the B.V. Voting Shares (as defined herein). See SummaryCorporate reorganization and Corporate reorganization for more information on this structure. Industry and market data The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications and other published independent sources, including Rystad Energy, the International Energy Agency (IEA) and S&P Global Commodity Insights, as well as publicly available information. In some cases, we do not expressly refer to the sources from which this data is derived. Although we believe that these third-party sources are reliable as of their respective dates, neither we nor the underwriters have independently verified the accuracy or completeness of this information. Some data is also based on our good faith estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described under Risk factors. These and other factors could cause results to differ materially from those expressed in these publications. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements i

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