RISK FACTORS

Investing in shares of our common stock involves a high degree of risk. You should carefully consider the risks described below with all of the other information included in this prospectus before deciding to invest in shares of our common stock. If any of the following risks were to occur, our business, financial condition, results of operations and cash flows could be materially adversely affected. In that case, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business and the Pipe Industry

Our business is dependent on the oil and gas industry, and a decline in the level of capital spending and exploration and production activity within the United States may have an adverse effect on our revenue, cash flows, profitability and growth.

The oil and gas industry is a large consumer of steel pipe, including OCTG, in the United States and Canada and accounts for a substantial majority of our sales. The oil and gas industry has historically been volatile and downturns in the oil and natural gas markets adversely affect demand for our products, which depends, among other factors, on the number of oil and natural gas wells being drilled, completed and reworked and the depth and drilling conditions of these wells, as well as on the construction of pipelines to service these wells. The level of such industry specific activities in turn depends on the level of capital spending by oil and natural gas companies.

Many factors over which we have no control affect the exploration, drilling and production activities of U.S. E&P operators, which influences demand for our products, including:

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These factors and the volatility of the energy markets make it extremely difficult to predict future oil and natural gas price movements with any certainty. A significant or sustained decline in oil and natural gas prices would have a material adverse effect on our business, results of operation and financial condition.

Our industry is cyclical and fluctuations in industry inventory levels may adversely affect our sales and revenues.

Inventory levels of steel pipe at manufacturer, distributor and customer locations can vary significantly from period to period and from region to region. These fluctuations can affect demand for our products. During periods of high demand, industry participants increase the production of steel pipe and customers accumulate inventory. Conversely, during periods of low investment in drilling and other activities, distributors and customers draw from existing inventory. Particularly, when oil and natural gas prices fall, which has generally been the case over the last several years, oil and natural gas companies are generally expected to reduce purchases of additional steel pipe. A significant or sustained reduction in purchases, as we experienced in 2015 and 2016 when our sales volume by tons decreased by 51% and 34%, respectively, would have a material adverse effect on our business, results of operation and financial condition and, in certain circumstances, may require us to temporarily reduce production levels or idle operations at our facilities as a result of a decrease in the demand for our products. When we decide to reduce or idle production, reduced operating rates may be necessary for several quarters or, in certain cases, longer and cause us to incur costs, including the expenses of the outages and the restart of these facilities following a recovery in demand for our products.

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If oil or natural gas prices decline again or fail to increase, the demand for our products could be adversely affected.

The demand for our products is primarily determined by current and anticipated oil and natural gas prices and the related levels of capital spending and drilling activity in the areas in which we have operations. Volatility or weakness in oil prices or natural gas prices (or the perception that oil prices or natural gas prices will decrease) affects the spending patterns of our end-users and may result in the drilling of fewer new wells or lower production spending on existing wells. This, in turn, could lead to lower demand for our products and may cause lower rates and lower utilization of our facilities. If oil or natural gas prices decline again or fail to increase, the demand for our products and our results of operations could be materially and adversely affected.

Prices for oil and natural gas historically have been extremely volatile and are expected to continue to be volatile. During the past six years, the posted WTI price for oil has ranged from a twelve-year low of $26.14 per Bbl in the first quarter of 2016 to a high of $157.04 per Bbl in the second quarter of 2008. The Henry Hub spot market price of natural gas has ranged from a low of $1.49 per MMBtu in the first quarter of 2016 to a high of $15.39 per MMBtu in the fourth quarter of 2005. During 2016, WTI prices ranged from $26.14 to $54.01 per Bbl and the Henry Hub spot market price of natural gas ranged from $1.49 to $3.80 per MMBtu. WTI crude oil prices have begun to recover and reached a closing price of $61.48 per barrel on January 5, 2018, while the Henry Hub spot market price of natural gas was $2.90 per MMBtu on the same date. If the prices of oil and natural gas reverse their recent increases or decline, our operations, financial condition, cash flows and level of expenditures may be materially and adversely affected.

Increases in the cost of raw materials may negatively affect our business.

We require substantial quantities of raw materials to produce steel pipe. Our principal raw material requirements include scrap metal and ferroalloys for use in our in-house steel-making operations and steel coils for producing welded pipe. The demand for the principal raw materials we utilize is generally correlated with macroeconomic fluctuations, which are in turn affected by global economic conditions. These prices are influenced by many factors beyond our control, including oil and natural gas prices, worldwide production capacity, capacity utilization rates, inflation, exchange rates, trade barriers and improvements in steel-making processes.

For the nine months ended September 30, 2017 and the year ended December 31, 2016, the costs of raw materials accounted for approximately 46.3% and 28.1% of our total costs, respectively. The price of raw materials, such as scrap metal, ferroalloys, couplings and steel coils, has had, and will continue to have, a significant impact on our production costs. Because we have supply agreements with most of our customers that have pricing terms that are fixed a quarter in advance of when we will supply the product to the customer, we may not be able to pass on an increase in the costs of raw materials (particularly increases in the prices for scrap metal and steel coils) to our customers in a timely manner or at all, which may have a material adverse effect on our profit margins, results of operations, financial condition and prospects.

We face risks associated with suppliers from whom our products are sourced and may experience unexpected supply shortages.

We manufacture steel pipe using supplies from a wide variety of suppliers. We typically do not enter into long-term contracts with these suppliers, and as such, we operate without any contractual assurances of continued supply, pricing or access to raw materials, including steel coil and steel scrap, ferroalloys and electrodes, a material required for the operation of our electric arc furnaces. Any of our suppliers could discontinue supplying us with these products in sufficient quantities or offer us less favorable terms on future transactions for a variety of reasons. The benefits we currently experience from our supplier relationships could be adversely affected if our suppliers:

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Events that adversely impact our suppliers could impair our ability to obtain adequate and timely raw materials, ferroalloys and electrodes. Such events include, among others, difficulties or problems associated with our suppliers’ business, the financial instability and labor problems of suppliers, merchandise quality and safety issues, natural or man-made disasters, inclement weather conditions, war, acts of terrorism and other political instability, economic conditions, shipment issues, the availability of raw materials and increased production costs. Our suppliers may be forced to reduce their production, shut down their operations or file for bankruptcy. Currently, there is an industry shortage in the supply of electrodes. Our inability to obtain sufficient raw materials and products from suppliers, in sufficient quantities, due to the occurrence of one or more of the events identified above or other market conditions could impact our ability to get products to our distributors or end-users, result in disruptions to our operations, increase our costs and decrease our profitability.

Any decrease in the availability of the steel pipe that we import from our affiliated companies in the TMK Group, including as a result of tariffs or quotas imposed by the United States, could materially affect our results of operations, and there is no guarantee that we would be able to find a suitable replacement supplier.

In addition to selling pipe produced at our manufacturing facilities in the United States, we resell pipe sourced from our affiliated companies in the TMK Group. The sales of the pipe that we imported from our affiliated companies in the TMK Group and resold during the nine months ended September 30, 2017 and during the year ended December 31, 2016 accounted for 16.5% and 27.5% of our revenue, respectively. If for any reason, including increased demand for pipe in Russia, our affiliated companies in the TMK Group become unable to provide us pipe in the quantity that we demand, we may be forced to purchase such pipe from a third-party supplier at a higher cost, which would decrease our profitability with respect to such products. Further, there can be no guarantee that we would be able to identify a suitable replacement supplier on a timely basis, in which case we may be forced to rely exclusively on our domestically produced pipe, and our business, results of operations and financial condition could be adversely affected. In addition, the U.S. federal government may impose additional tariffs or quotas on the importation of pipe from the countries in which the TMK Group operates, including Russia, that could increase our costs to acquire this pipe, thereby decreasing the profits we derive from such sales.

A substantial decrease in the price of steel pipe could significantly reduce our gross profit.

Our business is significantly affected by the price and supply of steel pipe. The steel pipe industry as a whole is cyclical and at times pricing and availability of pipe can be volatile due to numerous factors beyond our

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control, including general domestic and international economic conditions, labor costs, sales levels, competition, consolidation of pipe producers, fluctuations in the costs of raw materials necessary to produce pipe, import duties and tariffs and currency exchange rates. This volatility can significantly affect the price and supply of pipe. When pipe prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in us having to lower our pipe price, thereby significantly reducing our gross profit or increasing our loss.

We have determined that there was a material weakness in our internal control over financial reporting during the six months ended June 30, 2017. If another material weakness occurs or persists in the future or if we otherwise fail to develop or maintain an effective system of internal controls over financial reporting, we may not be able to report our financial results accurately and timely or prevent fraud, which would likely have a negative impact on the market price of our common stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Under standards established by the Public Company Accounting Oversight Board, or PCAOB, a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis.

During the preparation of our financial statements for the nine months ended September 30, 2017, we identified a material weakness in our internal control over financial reporting. The material weakness was identified as a result of an analytical review and analysis of the bill and hold inventory balance. As a result of the material weakness, the Company did not detect a material error in the Company’s consolidated financial statements for the six months ended June 30, 2017 at the time those financial statements were prepared. This error related only to the interim period of the six months ended June 30, 2017. For additional information regarding this error, please see Note 2 to our consolidated financial statements for the nine months ended September 30, 2017 included elsewhere in this prospectus. We have implemented measures designed to improve our internal control over financial reporting to address the underlying causes of the material weakness by developing additional controls around accounting for the bill and hold transactions. Our remediation efforts may not enable us to remedy or avoid material weaknesses in the future.

Additional material weaknesses may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, the trading price of our common stock may decline and we may be unable to maintain compliance with the NYSE listing standards.

Restrictions in our new revolving credit facility and any future financing agreements may limit our ability to finance future operations or capital needs or capitalize on potential acquisitions and other business opportunities.

We entered into a new revolving credit agreement in December 2017. The operating and financial restrictions and covenants in our new revolving credit facility and any future financing agreements could restrict our ability to finance future operations or capital needs or to expand or pursue our business activities. For example, our new revolving credit facility restricts or limits our ability to:

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Furthermore, our new revolving credit facility contains certain other operating and financial covenants. Our ability to comply with the covenants and restrictions contained in our new revolving credit facility may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If our cash flow from operating activities becomes insufficient, we may be required to take certain actions, including delaying or reducing capital or other expenditures, selling properties or other assets or seeking additional debt or equity capital in an attempt to restructure or refinance our indebtedness. We may be unable to take any of these actions on favorable terms or in a timely manner. Further, such actions may not be sufficient to allow us to comply with the financial covenants that are included in our new revolving credit facility or service our borrowing obligations in full and, in any event, may have a material adverse effect on our business. If we violate any of the restrictions, covenants, ratios or tests in our new revolving credit facility, a significant portion of our indebtedness may become immediately due and payable, our lenders’ commitment to make further loans to us may terminate. We might not have, or be able to obtain, sufficient funds to make these accelerated payments. Any subsequent replacement of our new revolving credit facility or any new indebtedness could have similar or greater restrictions. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our New Revolving Credit Facility.”

Certain of PAO TMK’s debt agreements contain restrictive covenants that may limit our ability to incur debt and to engage in various activities.

PAO TMK, which will own approximately             % of our common stock (assuming no exercise of the underwriters’ option to purchase additional shares) upon completion of this offering, is subject to various covenants under its debt agreements and public bonds. These covenants impose restrictions on PAO TMK and its subsidiaries (including us) with respect to, among other things, incurring debt, granting loans, creating liens, maintaining certain financial ratios, exceeding annual capital expenditure thresholds and acquiring or disposing of assets. We, along with certain of our affiliates, are a guarantor under the 7.75% loan participation notes due 2018, or the 2018 Notes, issued by TMK Capital S.A., or TMK Capital, a special purpose vehicle of PAO TMK. If PAO TMK does not, or permits a subsidiary to not, comply with these covenants and such failure to comply is not cured in accordance with the relevant debt agreements, then PAO TMK will be in default thereunder. PAO TMK’s default under the 2018 Notes would trigger our, and our affiliates’, guarantee obligations under such notes. TMK Capital expects to repay the outstanding aggregate amount of the 2018 Notes at maturity in January 2018, after which we would have no guarantee obligations under the 2018 Notes.

Further, in the event PAO TMK defaults under certain of its other debt agreements, we could be materially adversely affected. We have no control over whether PAO TMK remains in compliance with the provisions of its debt agreements, except as such provisions may otherwise directly pertain to us. In addition to us, PAO TMK has various other businesses that require capital. The overall debt capacity that is permitted under the debt agreements may not provide sufficient liquidity for PAO TMK and its subsidiaries, including us. Debt financing that would otherwise be available to us may be diverted to PAO TMK and its other subsidiaries. PAO

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TMK, without our consent, may also enter into other agreements, or amend the existing agreements, in the future that may further restrict it and its subsidiaries (including us) from engaging in these and other activities. These limitations may adversely affect our ability to finance our operations, capital plan and future business opportunities and may have a material adverse effect on our financial condition and results of operations. For more information on our guarantees of the 2018 Notes, see “Certain Relationships and Related Party Transactions—Related Party Transactions—Term Loan Facilities and Guarantees” and Note 18 to the audited consolidated financial statements for the years ended December 31, 2016 and 2015 appearing elsewhere in this prospectus. As a majority stockholder, PAO TMK will have the ability to, subject to restrictions under its own debt agreements discussed above, cause us to incur additional debt, dispose of assets or engage in other transactions to raise capital and then distribute the proceeds to PAO TMK in the form of a dividend. Such transactions, or the perception that such transactions could occur, may adversely affect prevailing market prices of our common stock and could have a material adverse effect on our business, results of operations and financial condition.

Conflicts of interest could arise in the future between us, on the one hand, and the TMK Group, on the other hand, concerning among other things, potential competitive business activities or business opportunities, and the corporate opportunity provisions in our amended and restated certificate of incorporation could enable the TMK Group to benefit from such opportunities that might otherwise be available to us.

Conflicts of interest could arise in the future between us, on the one hand, and the TMK Group, on the other hand, concerning among other things, potential competitive business activities or business opportunities. PAO TMK is a global manufacturer and supplier of steel pipe for the oil and gas industry, operating 15 production sites in Russia, Canada, Romania, Oman and Kazakhstan with one research and development center in Russia. As a result, the TMK Group may now, or in the future, directly or indirectly, compete with us for investment or business opportunities.

Our governing documents will provide that the TMK Group is not restricted from owning assets or engaging in businesses that compete directly or indirectly with us and will not have any duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as us, including those business activities or lines of business deemed to be competing with us, or doing business with any of our clients, customers or vendors. In particular, subject to the limitations of applicable law, our amended and restated certificate of incorporation, among other things:

The TMK Group may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. Further, such businesses may choose to compete with us for these opportunities, possibly causing these opportunities to not be available to us or causing them to be more expensive for us to pursue. In addition, the TMK Group may dispose of their steel pipe manufacturing assets or steel pipe supply business in the future, without any obligation to offer us the opportunity to purchase any of those assets or business. As a result, our renouncing our interest and expectancy in any business opportunity that may be from time to time presented to the TMK Group and could adversely impact our business or prospects if attractive business opportunities are procured by such parties for their own benefit rather than for ours.

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In any of these matters, the interests of the TMK Group may differ or conflict with the interests of our other stockholders. Any actual or perceived conflicts of interest with respect to the foregoing could have an adverse impact on the trading price of our common stock.

We may incur additional indebtedness or issue additional equity securities to execute our long-term growth strategy, which may reduce our profitability or result in significant dilution to our stockholders.

Our business requires significant capital, and we may require additional capital in the future to execute our growth strategy. For the nine months ended September 30, 2017 and the years ended December 31, 2016 and 2015, we incurred approximately $17.2 million, $11.1 million and $29.4 million in capital expenditures, respectively. Historically, we have financed these investments through cash flows from operations, borrowings from our affiliates and external borrowings. These sources of capital may not be available to us in the future, and our new revolving credit facility places certain restrictions on our ability to enter into new debt arrangements. If we are unable to fund capital expenditures for any reason, we may not be able to capture available growth opportunities and any such failure could have a material adverse effect on our results of operations and financial condition. If we incur additional indebtedness or issue additional equity securities, our profitability may be reduced and our stockholders may experience significant dilution.

We may have our intellectual property rights infringed, or be exposed to infringement claims by third parties, and there can be no assurance that our intellectual property rights will be protected.

We have, and plan to continue to develop, a range of proprietary products and technologies. While we take certain steps towards protecting our intellectual property, third parties may obtain and use our intellectual property without our authorization, including through our employees who have access to it, and contractual protections or other legal remedies may not in every case be sufficient to protect our rights. In such a case, our competitors may obtain an advantage by using such intellectual property, which could have a material adverse effect on our business, operating results, financial condition and prospects.

Conversely, we may be subject to infringement claims from third parties in the future resulting from the technology and intellectual property used in the production of our products. If we are found liable for infringement, we may be required to pay significant damages, and if we are unable to license or develop non-infringing technology on a timely basis, we may be unable to continue offer the affected products or services without risk of liability.

A small number of our customers account for a large proportion of our sales, and the loss of any of these customers may negatively impact our business.

For the nine months ended September 30, 2017, our five largest customers by sales revenues were B&L Pipeco Services, Inc., Consolidated Pipe & Supply Company, Inc., CTAP LLC, Pyramid Tubular Products L.P. and Sooner Pipe LLC, which, in the aggregate, accounted for 69% of our total pipe sales. In addition, three of our customers, B&L Pipeco Services, Inc., CTAP LLC and Sooner Pipe LLC, each accounted for more than 10% of our revenue for the nine months ended September 30, 2017. We expect this concentration of customers to continue for the foreseeable future, and consistent with industry practice, we do not have purchase commitments from most of our major customers. In the event that our relationship with any of these major customers were to deteriorate, or these customers were to cease operations, to terminate or downsize their relationship or tighten their terms of trade with us, this may have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, some of our major customers may be similarly affected by changes in industry specific conditions given their focus on the oil and gas industry. Further, given the customer concentration we are potentially exposed to large individual credit risk losses in the event one or more of our major customers experience a deterioration in financial performance or financial condition and are unable to meet their obligations to us, which may have a material adverse effect on our business, results of operation, financial condition and prospects.

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Our production volumes are based on a forecast of customer demand, and the inaccuracy of our forecast may result in excess inventory, which could adversely affect our profit margins, cash flows and results of operations if prices or sales volume decline.

Because our production volumes are based on a forecast of customer demand rather than purchase commitments from our major customers, there is a risk that our forecasts could be inaccurate and that we will be unable to sell our products at the volumes and prices we expect, which may result in excess inventory. The value of our inventory could decline if the prices we are able to charge our customers decline. In that case, we may experience reduced margins or losses as we dispose of higher-cost products at reduced market prices.

Our profitability, profit margins and cash flows can also be negatively affected if we are unable to sell our excess inventory in a timely manner. Although we build inventory based on historical usage patterns and expected demand, market conditions and inventory mix may affect the demand for our inventoried products. If we are unable to sell our inventory in a timely manner, we may incur costs, such as maintenance, insurance and storage costs and property taxes that may reduce our profitability, and we may be required to write-down the value of our slow moving inventory.

We may bear financial risk if we overrun our capital expenditures estimates.

The production of steel pipe requires significant capital expenditures, and the equipment that we use in our manufacturing process is expensive. We require significant capital investment to maintain our equipment and would require significant capital investment to replace or expand such equipment. We may bear financial risk if we overrun our capital expenditures estimates, possibly resulting in reduced liquidity, increased debt or revisions to our capital plan. Significant capital expenditures overruns could have a material adverse effect on our business, results of operations and financial condition.

We operate in highly competitive markets, and an inability to compete successfully may negatively affect our business.

The U.S. market for steel pipe, particularly in the oil and natural gas sector, is highly competitive and primarily based on compliance with technical requirements, price, quality and related services. We face increasing competition from international and other U.S. pipe producers in the United States and this trend may increase in the future.

We face considerable competition primarily from local producers, such as Tenaris S.A., or Tenaris, U.S. Steel Corporation, or U.S. Steel, and Vallourec S.A., or Vallourec, as well as from companies importing OCTG and line pipe. Certain of our competitors may have substantially greater financial, technical, marketing and other resources. Our larger competitors may be able to use their size and purchasing power to seek economies of scale and pricing concessions and may also be able to respond more quickly to new or emerging technologies and services and changes in customer requirements. Several key domestic competitors have announced capacity additions in recent years, and in particular, Tenaris has constructed a seamless pipe mill near Bay City, Texas and begun initial production. This facility is expected to include new premium connections production capacity. Some foreign competitors, which have historically imported products into the United States, have announced that they plan to construct domestic manufacturing facilities, including for example, TPCO America Corporation, which has begun construction of a new seamless pipe facility near Gregory, Texas. We compete with these and other U.S. producers in the market for welded and seamless pipe. Price is the main differentiating factor for these products, and certain foreign producers are often able to offer lower prices than us. U.S. trade restrictions against Chinese seamless pipe producers have effectively closed off the market to pipe originating from China, which has benefited us and other U.S. producers. Similarly, competitors with new U.S. production capacity, once completed, may seek to secure market share by offering lower prices, assisted by potentially lower production costs at these new facilities than at our own facilities, which may also lead to pricing pressure and adversely affect our sales and our margins. In addition, increases in the extraction of natural gas from shale plays in the

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United States and Canada have contributed to a general decrease in U.S. natural gas prices in recent years and to a reduction in natural gas exploration activity. As a result, sales of OCTG in the United States and Canada are likely to continue to be subject to significant competition, which could lead to pricing pressure and adversely affect our sales and our margins.

We may not be able to compete effectively against existing producers or against new entrants to the steel pipe industry and preserve our current share of the various geographical or product markets in which we operate. A failure to compete effectively in one or more of these markets could have a material adverse effect on our business, financial condition, results of operations and prospects .

If we fail to continue to innovate and develop new products and production techniques, we may be unable to grow our business or maintain market share.

The steel pipe industry is characterized by high levels of competition, and our competitive advantages and future growth prospects depend in part on our ability to continue to develop products and improve our production techniques. In 2013, we invested significant capital into the construction of our R&D facility in Houston, Texas. There can be no assurance that this investment or future investments in research and development will provide us with the innovation and technological advances required to ensure that our products and production techniques remain competitive. If our competitors are able to create innovative new products or production techniques that allow them to produce products at a lower cost, the demand for some of our products may wane, which could negatively impact our business in a number of ways, including through lower revenues from sales. Failure to continue to innovate and develop new products and production techniques could have a material adverse effect on our business, results of operations, financial condition and prospects.

Low levels of demand for OCTG and line pipe could reduce the demand for our products and could cause us to lower prices, which would reduce our profitability.

As a result of the reduction in oil well drilling activity in the United States, the demand for OCTG and line pipe in the United States is significantly lower in 2017 than during the more favorable oil price environment of 2014. The magnitude and pace of recovery in the U.S. OCTG and line pipe market is uncertain and is dependent on a number of factors, including oil prices, drilling volumes and existing OCTG and line pipe inventories.

There can be no assurance that U.S. demand for OCTG and line pipe will continue to recover. If the demand does not maintain its current level or increase or if there is a further decrease in demand, it could increase the competition we face, negatively impact our level of sales or profit margins and, accordingly, have a material adverse effect on our business, results of operations, financial condition or prospects.

High levels of imports of OCTG and line pipe into the United States and Canada could reduce the demand for our products and could cause us to lower prices for our products, which would reduce our profitability.

High levels of imports of OCTG and line pipe, such as those from South Korean producers, could create pricing pressure and reduce the volume of OCTG and line pipe sold by domestic pipe producers, including us, in the United States, which would result in reduced profitability for our operations. We believe that import levels are affected by, among other things:

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Although trade restrictions have been introduced against Chinese pipe producers, anti-dumping and countervailing duty orders could be modified or revoked. These orders, which impose special duties designed to offset unfair pricing and foreign government subsidization, are subject to annual administrative reviews that may be requested by various foreign and domestic parties and may be revoked as a result of periodic “sunset reviews”. We cannot predict the U.S. government’s future actions regarding duties, tariffs or any other trade restrictions on imports of OCTG and line pipe and any changes that may be made. If any of the protections currently provided by the relevant trade restrictions or anti-dumping regulations in the United States prove to be insufficient or are revoked, we could face increased competition from lower-cost foreign imports into these markets that could adversely affect our sales volume, revenue and profitability and have a material adverse effect on our business, financial condition, results of operations and prospects.

Equipment failures or production curtailments or shutdowns could adversely affect our production.

Our production capacities are subject to equipment failures and to the risk of catastrophic loss due to unanticipated events, such as fires, explosions and adverse weather conditions. Our manufacturing processes depend on critical pieces of steel-making and pipe-making equipment. Such equipment may, on occasion, be out of service as a result of unanticipated failures, which could require us to close part or all of the relevant production facility or cause us to reduce production on one or more of our production lines. Any interruption in production capability may require us to make significant and unanticipated capital expenditures to effect repairs, which could have a negative effect on our profitability and cash flows. We currently maintain business interruption insurance; however, recoveries under insurance coverage that we currently maintain or may obtain in the future may not completely offset the lost revenues or increased costs resulting from a disruption of our operations. A sustained disruption to our business could also result in delays to or cancellations of customer orders and contractual penalties, which may also negatively impact our reputation among our customers. Any or all of these occurrences could have a material adverse effect on our business, results of operations, financial condition and prospects.

All of the steel billets that we produce to be used in our seamless pipe production process are manufactured at a single facility in Koppel, Pennsylvania, and all of our domestically produced seamless pipe is manufactured at a single facility in Ambridge, Pennsylvania, which makes us vulnerable to operational and geographic risks associated with relying on these individual facilities for a significant portion of our revenue and profitability.

Because we manufacture all of the steel billets used in our domestic production of seamless pipe at one facility in Koppel, Pennsylvania, and because we manufacture all of our domestic seamless pipe at one facility in Ambridge, Pennsylvania, we may be disproportionately exposed to disruptions in our business if either of those facilities experiences mechanical or other operational failures or if the region experiences severe weather, transportation capacity constraints, constraints on the availability of required equipment, facilities, personnel or services, significant governmental regulation or natural disasters. Although we currently maintain business insurance coverage to cover a portion of these types of risks, there are potential risks associated with our operations in Koppel and Ambridge not covered by insurance, and recoveries under insurance coverage that we currently maintain may not completely offset the lost revenues or increased costs resulting from a disruption of our operations.

During the nine months ended September 30, 2017 and the year ended December 31, 2016, we derived approximately 51% and 57% of our revenues, respectively, from sales of the seamless pipe that we produced domestically, and we expect to continue to derive a substantial amount of our product revenue from seamless pipe that we produce domestically. If we experience any of the risks described above relating to our Koppel

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facility, including downtime or other delays or interruptions of our production of steel billets, we may be forced to purchase steel billets from a third-party supplier at a higher cost, decreasing our profitability with respect to our domestically produced seamless pipe. If we experience any of the risks described above relating to our Koppel facility, including downtime or other delays or interruptions of our production of seamless pipe, we may be forced to seek replacement pipe from a third-party producer at a higher cost or to rely on less profitable products, and our business, results of operation and financial condition could be adversely affected.

The loss of third-party transportation providers upon whom we depend, or conditions negatively affecting the transportation industry, could increase our costs or cause a disruption in our operations.

We depend upon third-party trucking and other transportation providers for delivery of products to our customers. Strikes, slowdowns, transportation disruptions or other conditions in the transportation industry, including, but not limited to, shortages of truck drivers, disruptions in rail service, increases in fuel prices and adverse weather conditions, could increase our costs and disrupt our operations and our ability to service our customers on a timely basis. We cannot predict whether or to what extent any of these factors would affect our costs or otherwise harm our business.

Our business involves occupational hazards to our workforce.

Our operations rely heavily on our workforce, which is exposed to a wide range of operational hazards typical for the pipe- and steel-making industries. These hazards arise from working at industrial sites, operating heavy machinery and performing other hazardous activities. Although we provide our workforce with occupational health and safety training and believe that our safety standards and procedures are adequate, accidents at our sites and facilities have occurred in the past and may occur in the future as a result of unexpected circumstances, failure of employees to follow proper safety procedures, human error or otherwise. If any of these circumstances were to occur in the future, they could result in personal injury, business interruption, possible legal liability, damage to our business reputation and corporate image and, in severe cases, fatalities, any of which could have a material adverse effect on our business, financial condition, results of operations or prospects. We have general liability and workers compensation insurance to protect us against such risks, but recoveries under the insurance coverage that we obtain in the future, if any, may not fully offset our costs in the event of a claim.

The possible growth of our business through acquisitions may expose us to various risks, including those relating to difficulties in identifying suitable, accretive acquisition opportunities and integrating businesses, assets and personnel, as well as difficulties in obtaining financing for targeted acquisitions and the potential for increased leverage or debt service requirements.

As a component of our business strategy, we may pursue selected, accretive acquisitions of complementary assets, businesses and technologies. Acquisitions involve numerous risks, including:

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The process of integrating an acquired business may involve unforeseen costs and delays or other operational, technical and financial difficulties and may require a significant amount time and resources. Our failure to incorporate the acquired business and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of operations. Furthermore, there is considerable competition for acquisition opportunities in our industry. Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions.

In addition, we may not have sufficient capital resources to complete any additional acquisitions. We may incur substantial indebtedness to finance future acquisitions and also may issue equity, debt or convertible securities in connection with such acquisitions. Debt service requirements could represent a significant burden on our results of operations and financial condition and the issuance of additional equity or convertible securities could be dilutive to our existing stockholders. Furthermore, we may not be able to obtain additional financing on satisfactory terms. Even if we have access to the necessary capital, we may be unable to continue to identify suitable acquisition opportunities, negotiate acceptable terms or successfully acquire identified targets.

Interruptions in the proper functioning of our information systems or failure to timely and properly complete our current information systems replacement project could disrupt operations and cause increases in costs and/or decreases in revenues.

The proper functioning of our information systems is critical to the successful operation of our business. We depend on our information technology systems to process orders, manage inventory and monitor accounts receivable. Our information systems also allow us to efficiently purchase raw materials from our suppliers and ship products to our customers on a timely basis, maintain cost-effective operations and provide superior service to our customers. Although our information systems are protected through physical and software safeguards and remote processing capabilities exist, information systems are still vulnerable to natural disasters, power losses, telecommunication failures and other problems. If critical information systems fail or are otherwise unavailable, our ability to procure products to sell, process and ship customer orders, identify business opportunities, maintain proper levels of inventories, collect accounts receivable and pay accounts payable and expenses could be adversely affected. Our ability to integrate our systems with our customers’ systems would also be significantly affected. We maintain information systems controls designed to protect against, among other things, unauthorized program changes and unauthorized access to data on our information systems. If our information systems controls do not function properly, we face increased risks of unexpected errors and unreliable financial data.

We must comply with various export controls and trade and economic sanctions laws and regulations that are fluid and may change due to diplomatic and political considerations outside of our control and that could subject us to liability if we are not in full compliance with applicable laws.

Our business activities are subject to various export controls and trade and economic sanctions laws and regulations, including, without limitation, the U.S. Commerce Department’s Export Administration Regulations, the U.S. Treasury Department’s Office of Foreign Assets Control’s trade and economic sanctions programs, and the U.S. Department of State’s Nonproliferation Sanctions, which we collectively refer to as Trade Controls. In addition, Trade Controls and their implementation are fluid and may change due to diplomatic and political considerations outside of our control. Such changes, as well as public statements by government officials, could be significant, require us to take certain actions to be in compliance, adversely affect prevailing market prices of our common stock, have a reputational impact, or otherwise negatively impact our business.

Although we have implemented compliance measures designed to prevent transactions prohibited by the Trade Controls, including a comprehensive compliance program for sanctions relating to Russia and Crimea, our failure to successfully comply with applicable Trade Controls may expose us to negative legal and business consequences, including civil or criminal penalties, government investigations, and reputational harm.

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We are subject to environmental requirements and risks which could result in significant costs, liabilities, and obligations.

Our operations are subject to stringent and complex federal, state and local laws and regulations governing the discharge of materials into the environment, the health and safety aspects of our operations, or otherwise relating to environmental protection. These laws and regulations may impose numerous obligations applicable to our operations, including the acquisition of a permit or other approval before conducting regulated activities; the restriction of the types, quantities and concentration of materials that can be released into the environment; the limitation or prohibition of activities on certain lands lying within wilderness, wetlands, and other protected areas; the application of specific health and safety criteria addressing worker protection; and the imposition of substantial liabilities for pollution resulting from our operations. Such federal laws include, but are not limited to, the Resource Conservation and Recovery Act, or the RCRA, and the Comprehensive Environmental Response, Compensation and Liability Act, or the CERCLA, governing solid and hazardous waste management, the Clean Air Act, or the CAA, and the Clean Water Act, or CWA, protecting air and water resources, and the Toxic Substances Control Act, or the TSCA, governing the management of hazardous materials, in addition to analogous state laws. Numerous governmental authorities, such as the EPA and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them. Such enforcement actions often involve difficult and costly compliance measures or corrective actions. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, natural resource damages, the imposition of investigatory, corrective action or remedial obligations, and the issuance of orders limiting or prohibiting some or all of our operations. In addition, we may experience delays in obtaining, or be unable to obtain, required permits, which may delay or interrupt our operations and limit our growth and revenue.

Certain environmental laws impose strict liability (i.e., no showing of “fault” is required) as well as joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been stored or released. We may be required to remediate contaminated properties currently or formerly owned or operated by us or facilities of third parties that received waste generated by our operations, regardless of whether such contamination resulted from the conduct of others or from the consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken. In connection with certain acquisitions, we could acquire, or be required to provide indemnification against, environmental liabilities that could expose us to material losses. Furthermore, the existence of contamination at properties we own, lease or operate could result in increased operational costs or restrictions on our ability to use those properties as intended, including for mining purposes.

In certain instances, citizen groups also have the ability to bring legal proceedings against us if we are not in compliance with environmental laws, or to challenge our ability to receive environmental permits that we need to operate. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety impacts of our operations. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against us. Moreover, public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stringent environmental legislation and regulations applied to the manufacturing industry could continue, resulting in increased costs of doing business and consequently affecting profitability. Finally, federal, state or local administrative decisions, developments in the federal or state court systems or other governmental or judicial actions may influence the interpretation or enforcement of environmental laws and regulations and may thereby increase compliance costs.

Increased regulation associated with climate change and greenhouse gas emissions could impose significant costs and obligations.

Climate change continues to attract considerable public and scientific attention. As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional and state

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levels of government to monitor and limit emissions of greenhouse gases, or GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting and tracking programs and regulations that directly limit GHG emissions from certain sources. At the federal level, no comprehensive climate change legislation has been implemented to date. The EPA has, however, adopted rules under authority of the CAA that, among other things, establish Potential for Significant Deterioration, or PSD, construction and Title V operating permit reviews for GHG emissions from certain large stationary sources that are also potential major sources of certain principal, or criteria, pollutant emissions, which reviews could require securing PSD permits at covered facilities emitting GHGs and meeting “best available control technology’’ standards for those GHG emissions. In addition, the EPA has adopted rules requiring the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States.

Additionally, in December 2015, the United States joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France that prepared an agreement requiring member countries to review and “represent a progression” in their intended nationally determined contributions, which set GHG emission reduction goals every five years beginning in 2020. This “Paris Agreement” was signed by the United States in April 2016 and entered into force in November 2016; however, the GHG emission reductions called for by the Paris Agreement are not binding. On June 1, 2017, President Trump announced that the United States will withdraw from the Paris Agreement and seek negotiations either to reenter the Paris Agreement on different terms or to establish a new framework agreement. The Paris Agreement provides for a four-year exit process, which would result in an effective exit date of November 2020. The United States’ adherence to the exit process and/or the terms on which the United States may reenter the Paris Agreement or a separately negotiated agreement are unclear at this time.

The adoption and implementation of any international, federal or state legislation or regulations that require reporting of GHGs or otherwise restrict emissions of GHGs could have a material adverse effect on our business, financial condition, demand for our products, results of operations, and cash flows. Substantial limitations on GHG emissions could also adversely affect demand for the oil and natural gas, which could reduce demand for our tubular products. Finally, some scientists have concluded that increasing concentrations of GHG in the atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climate events that could have an adverse effect on our assets.

Increased regulation of the oil and gas industry could adversely impact our customers’ operations and, in turn, reduce demand for our products.

Our primary end-users are E&P operators operating in the United States and Canada. Like our operations, the oil and gas industry is subject to extensive environmental, health and safety regulations in the United States, including regulations governing air quality, water quality, hydraulic fracturing, threatened and endangered species, pipeline safety and federal land management requirements, among others. Additional legislative or regulatory requirements relating to the oil and gas industry could adversely impact our end-users’ operations and, in turn, decrease demand for our steel pipe.

Potential environmental, product liability and other claims may create significant liabilities and negatively impact our business.

Our OCTG and line pipe are sold primarily for use in oil and natural gas drilling and transportation activities, which are subject to inherent risks, including well failures, line pipe leaks and fires, that could result in death, personal injury, property damage, environmental pollution or loss of production. Any of these hazards and risks can result in the release of hydrocarbons, environmental liabilities, personal injury claims and property damage. Similarly, defects in our other industrial seamless and welded pipe could result in death, personal injury, property damage, environmental pollution or loss of production.

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Further, actual or claimed defects in our products may give rise to claims against us for losses and expose us to claims for damages. We have product liability insurance to protect us against such risks, but recoveries under this insurance coverage that we obtain in the future, if any, may not fully offset our costs in the event of a claim. Any resulting costs or liabilities borne by us may be significant, and could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may need additional capital in the future and it may not be available on acceptable terms.

We may require more capital in the future to:

We cannot assure you that additional financing will be available on terms favorable to us, or at all. The terms of available financing may place limits on our financial and operating flexibility. If adequate funds are not available on acceptable terms, we may be forced to reduce our operations or delay, limit or abandon expansion opportunities. Moreover, even if we are able to continue our operations, the failure to obtain additional financing could reduce our competitiveness.

We are exposed to credit risk.

We pay considerable attention to credit risk attributable to trade receivables from a number of our customers and advances issued to our suppliers. Credit is only offered to customers that meet our credit requirements. We have developed procedures aimed at preventing payment arrears and ensuring effective collection. However, there can be no assurance that the implementation of these measures will be successful to substantially reduce our credit risk in these transactions. Any significant increase in the credit risk associated with our trade receivables could have a material adverse effect on our business, financial condition, results of operations and prospects.

The deterioration of the financial condition of our customers could adversely affect our business.

During times when the oil or gas markets weaken, our customers are more likely to experience financial difficulties, including being unable to access debt or equity financing, which could result in a reduction in our customers’ spending for our products. In addition, in the course of our business we hold accounts receivable from our customers. In the event of the financial distress or bankruptcy of a customer, we could lose all or a portion of such outstanding accounts receivable associated with that customer. Further, if a customer was to enter into bankruptcy, it could also result in the cancellation of all or a portion of our contracts with such customer at significant expense or loss of expected revenues to us.

We do not carry insurance against all potential risks and losses, and our insurance might be inadequate to cover all of our losses or liabilities or may not be available on commercially reasonable terms.

We have limited, and potentially insufficient, insurance coverage for expenses and losses that may arise in connection with the quality of our products, property damage, work-related accidents and occupational illnesses, natural disasters and environmental contamination. We have no insurance coverage for loss of profits

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or other losses caused by the death or incapacitation of our senior management. Losses or liabilities arising from these or other such events could increase our costs and could have a material adverse effect on our business, financial condition, results of operations and prospects.

We are subject to a variety of federal, state and local laws and regulatory regimes, including a variety of labor laws and regulations. Failure to comply with laws and regulations could subject us to, among other things, penalties and legal expenses which could have a materially adverse effect on our business.

We are subject to various federal, state and local laws and regulations including, but not limited to the Employee Retirement Income Security Act of 1974, as amended, and regulations promulgated by the Internal Revenue Service, the United States Department of Labor and the Occupational Safety and Health Administration. We are also subject to a variety of federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, the Worker Adjustment and Restructuring Notification Act, or WARN Act, and other regulations related to working conditions, wage-hour pay, overtime pay, family leave, employee benefits, antidiscrimination, termination of employment, safety standards and other workplace regulations.

Failure to properly adhere to these and other applicable laws and regulations could result in investigations, the imposition of penalties or adverse legal judgments by public or private plaintiffs, and our business, financial condition and results of operations could be materially adversely affected. Similarly, our business, financial condition and results of operations could be materially adversely affected by the cost of complying with newly-implemented laws and regulations.

Delays or restrictions in obtaining permits by us for our operations or by our customers for their operations could impair our business.

In most states, our operations and the operations of our oil and natural gas producing end-users require permits from one or more governmental agencies in order to perform drilling and completion activities, secure water rights, construct impoundments tanks and operate pipelines or trucking services. Such permits are typically issued by state agencies, but federal and local governmental permits may also be required. The requirements for such permits vary depending on the location where such drilling and completion, and pipeline and gathering, activities will be conducted. As with all governmental permitting processes, there is a degree of uncertainty as to whether a permit will be granted, the time it will take for a permit to be issued, the conditions that may be imposed in connection with the granting of the permit and whether the permit may be terminated. In addition, some of our customers’ drilling and completion activities may take place on federal land or Native American lands, requiring leases and other approvals from the federal government or Native American tribes to conduct such drilling and completion activities. Under certain circumstances, federal agencies may cancel proposed leases for federal lands and refuse to grant or delay required approvals. Therefore, our customers’ operations in certain areas of the United States may be interrupted or suspended for varying lengths of time, causing a loss of revenue to us and adversely affecting our results of operations in support of those customers.

Our business may be affected by labor disruptions, shortages of skilled employees and labor cost inflation.

Competition for skilled employees in the steel pipe industry is relatively intense, and labor costs continue to increase moderately. We expect that the demand and, hence, costs for skilled employees will continue to increase, reflecting the significant demand from other industries and public infrastructure projects. Continual high demand for skilled employees and continued increases in labor costs could have a material adverse effect on our business, financial condition, results of operations and prospects.

A portion of our workforce is unionized and labor disruptions could decrease our profitability.

As of November 30, 2017, we had approximately 690 employees at three of our facilities in the United States subject to two collective bargaining agreements, comprising approximately 35% of our labor force. We

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cannot anticipate whether there will be an increase in the number or percentage of our employees who are covered by a collective bargaining agreement. The collective bargaining agreement covering the employees of our Koppel, Pennsylvania and Ambridge, Pennsylvania facilities will expire on November 1, 2018. We cannot guarantee that we will be able to negotiate these or other collective bargaining agreements on the same or more favorable terms as the current agreements or arrangements, or at all, and without interruptions, including labor stoppages at the facilities subject to any particular agreement or arrangement. We also cannot guarantee the impact of such agreements on our operating costs, operating income and cash flows. A prolonged labor dispute, which could include a work stoppage or work slowdown, could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our competitive position and future prospects depend to a large extent on the experience and expertise of our senior management.

Our senior management’s involvement has been, and we believe will continue to be, important in the pursuit and implementation of our strategy. In addition, our ability to maintain our competitive position and to implement our business strategy is dependent to a significant extent on the services of our senior management. We depend on our current senior management for the implementation of our strategy and the supervision of our day-to-day activities. However, there can be no assurance that these individuals will continue to make their services available to us in the future.

The loss or diminution of the services of our senior management or an inability to attract and retain additional senior management personnel could have a material adverse effect on our business, financial condition, results of operations and prospects. Further, competition in the United States for personnel with relevant expertise is intense due to the relatively small number of qualified individuals, and this situation could seriously affect our ability to retain our existing senior management and attract additional suitably qualified senior management personnel. As a result, the departure of key managers could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our systems and information technology infrastructure may be subject to security breaches and other cyber security incidents. A cyber incident could result in information theft, data corruption, operational disruption and/or financial loss.

We may face attempts by experienced hackers, cybercriminals or others with authorized access to our systems to misappropriate our proprietary information and technology, interrupt our business and/or gain unauthorized access to confidential information. We seek to maintain the security of computers, computer networks and data storage resources, as security breaches could negatively impact our business as our insurance coverage for cyberattacks may not be sufficient to cover all the losses we may experience as a result. As cyber incidents continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures.

A terrorist attack or armed conflict could harm our business.

The occurrence or threat of terrorist attacks in the United States or other countries, anti-terrorist efforts and other armed conflicts involving the United States or other countries, including continued hostilities in the Middle East, may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations. If any of these events occur, the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for our steel products and causing a reduction in our revenues. Oil and natural gas related facilities, including our manufacturing facilities, could be direct targets of terrorist attacks, and our operations could be adversely impacted if infrastructure integral to our customers’ operations is destroyed or damaged. Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all.

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Tax authorities may question our transfer pricing mechanisms or intercompany transactions, which could increase our effective tax rate or otherwise harm our business.

As a U.S. company that does business with foreign affiliates, we are subject to transfer pricing and other tax regulations, including those relating to the flow of funds between us and our affiliates, which are designed to ensure that appropriate levels of income are reported in each jurisdiction in which we operate. These laws and regulations generally require that any international transaction involving associated enterprises be on substantially the same basis as a transaction between unrelated companies dealing at arms’ length and that contemporaneous documentation be maintained to support the transfer prices. We have transfer pricing arrangements with our affiliates in relation to various aspects of our business. If tax authorities successfully challenge our transfer pricing mechanisms or intercompany transactions, we may be required to pay additional taxes, interest and penalties and our operations may be negatively impacted, our effective tax rate may increase and our cash flows may be materially adversely affected depending on our operations and those of our affiliates at the time. In addition, if a successful challenge to our transfer pricing by a tax authority from one jurisdiction results in income being allocated away from another jurisdiction and such other jurisdiction does not agree with the reallocation, both jurisdictions could tax the same income, resulting in double taxation. If tax authorities were to allocate income to a higher tax jurisdiction, subject our income to double taxation, or assess interest and penalties, it would increase our consolidated tax liability, which could adversely affect our financial condition and results of operations. If tax authorities successfully challenged our current transfer pricing mechanisms or there was a change in law, we might need to change our approach to transfer pricing in order to maintain compliance under new or existing rules. Finally, we might not always be in compliance with all applicable tax laws, including transfer pricing laws, despite our efforts to be aware of and to comply with such laws. In such case, we may need to adjust our operating procedures and our financial condition, results of operations and cash flows could be materially adversely affected.

Our ability to use net operating losses to offset future taxable income may be subject to certain limitations.

As of December 31, 2016, we had $208.8 million of net operating loss carryforwards available to reduce future taxable income. U.S. federal and state income tax laws limit the amount of these carryforwards we can use in any given year to offset our taxable income following an “ownership change” (generally defined as a greater than 50% cumulative shift of the stock ownership of certain “5% stockholders” over a rolling three-year period), including ownership changes due to the issuance of additional shares of our common stock, or securities convertible into our common stock. Some of our existing carryforwards may be subject to limitations arising from previous ownership changes, and we may experience subsequent ownership changes (including in connection with this offering). Accordingly, there is a risk that our ability to use our existing carryforwards in the future could be limited and that existing carryforwards would be unavailable to offset future income tax liabilities. Furthermore, our ability to use the net operating loss carryforwards of companies that we may acquire in the future may be subject to limitations. Limitations imposed on our ability to use our net operating loss carryforwards could cause U.S. federal and state income taxes to be paid earlier than would be paid if such limitations were not in effect and could cause such net operating loss carryforwards to expire unused, in each case reducing or eliminating the benefit of such net operating loss carryforwards. Additionally, our existing net operating loss carryforwards could be limited by legislative or regulatory changes, such as suspensions on the use of net operating carryforwards. If any of these events occur, we may not derive some or all of the expected benefits from our net operating loss carryforwards, which could potentially result in increased future tax liability to us and could adversely affect our business, operating results and financial condition. Recently enacted tax reform legislation reduced the corporate income tax rate to 21%, from a prior rate of 35%. This may cause a reduction in the economic benefit of the net operating loss and other deferred tax assets available to the Company and a corresponding charge to reduce the book value of the deferred tax asset recorded on our balance sheet.

The recently passed comprehensive tax reform bill could adversely affect our business and financial condition.

On December 22, 2017, President Trump signed into law the budget reconciliation act commonly referred to as the “Tax Cuts and Jobs Act,” or the TCJA, that significantly changes the federal income taxation of

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business entities. The TCJA, among other things, reduces the corporate income tax rate to 21%, partially limits the deductibility of business interest expense and net operating losses, imposes a one-time tax on unrepatriated earnings from certain foreign subsidiaries, taxes offshore earnings at reduced rates regardless of whether they are repatriated and allows the immediate deduction of certain new investments instead of deductions for depreciation expense over time. We are still evaluating the impact of the TCJA to us. Notwithstanding the reduction in the corporate income tax rate, we cannot yet conclude that the overall impact of the TCJA to us is positive. The TCJA could adversely affect our business, operating results and financial condition, as well as the value of an investment in our common stock.

Risks Related to This Offering and Ownership of Our Common Stock

PAO TMK, our largest stockholder, and its affiliates will control our company and your ability to influence corporate matters will be limited.

Upon completion of this offering (assuming no exercise of the underwriters’ option to purchase additional shares), PAO TMK will own approximately     % of our outstanding common stock. Consequently, PAO TMK will have control over all matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership will limit your ability to influence corporate matters, and as a result, actions may be taken that you may not view as beneficial. For as long as PAO TMK continues to own a significant amount of our outstanding voting capital stock, even if such amount is less than 50%, it will continue to be able to strongly influence all matters requiring stockholder approval, regardless of whether or not other stockholders believe that a transaction is in their own best interest. Additionally, pursuant to the terms of a stockholders agreement that we will enter into upon the consummation of this offering, for so long as PAO TMK holds at least 50% of our outstanding common stock, PAO TMK will be required to provide consent before we are permitted to enter into or agree to undertake any transaction that would constitute a change of control (as defined in the stockholders agreement), issue additional stock in the Company or any of our subsidiaries, other than in certain circumstances specified in the stockholders agreement, change the size of the board of directors, or the Board. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.” Further, so long as PAO TMK continues to beneficially own at least 50% of the outstanding shares of our common stock entitled to vote, our amended and restated certificate of incorporation may be amended or repealed by the affirmative vote of the majority of the outstanding shares of our common stock. Moreover, this concentration of stock ownership may also adversely affect the trading price of our common stock to the extent investors perceive a disadvantage in owning stock of a company with a controlling stockholder.

Certain of our directors and officers may have actual or potential conflicts of interest because of their positions with PAO TMK.

Following this offering, Andrei Zimin, Alexander Pumpyanskiy and Vladimir Shmatovich will serve on the Board and retain their positions as Chief Legal Counsel, Director and Vice President for Strategy and Business Development, respectively, of PAO TMK; also, Elena Verbinskaya will serve as our Vice President, Accounting Integration and Financial Reporting and retain her position as Chief Accounting Officer of PAO TMK. In addition, our amended and restated certificate of incorporation does not restrict other principals, officers, members, managers or employees of the TMK Group from serving as officers and directors of us in the future. Each of these directors and officers may own securities of PAO TMK and be eligible to receive performance-based awards and bonuses from PAO TMK, which may be significant for some of these persons. Their positions at PAO TMK, compensation by PAO TMK and the ownership of any PAO TMK equity or equity awards create, or may create the appearance of, conflicts of interest when these directors are faced with decisions that could have different implications for PAO TMK than the decisions have for us or our public stockholders. Pursuant to its charter, our Audit Committee must review and approve all material related party transactions. See “Certain Relationships and Related Party Transactions—Procedures for Review, Approval and Ratification of Related Person Transactions.”

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We have engaged in transactions with our affiliates and expect to do so in the future. The terms of such transactions and the resolution of any conflicts that may arise may not always be in our or our stockholders’ best interests.

We have engaged in transactions and expect to continue to engage in transactions with affiliated companies, including purchasing pipe from PAO TMK. See “Certain Relationships and Related Party Transactions.” Related party transactions can create the possibility of conflicts of interest with regard to our management. Such a conflict could cause an individual in our management to seek to advance his or her economic interests above ours. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors. The Board plans to regularly review these transactions and our Audit Committee will review and approve related party transactions; however, such approval does not mean such transactions will have the expected benefits and, as such, could have an adverse impact on our financial condition or results of operations. For a discussion of potential conflicts, see “—Conflicts of interest could arise in the future between us, on the one hand, and the TMK Group, on the other hand, concerning among other things, potential competitive business activities or business opportunities, and the corporate opportunity provisions in our amended and restated certificate of incorporation could enable the TMK Group to benefit from such opportunities that might otherwise be available to us.”

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and the NYSE, may strain our resources, increase our costs and distract management.

As a public company, we will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, related regulations of the SEC and the requirements of the NYSE, with which we are not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of the Board and management and will significantly increase our costs and expenses. We estimate annual general and administrative expenses will be $        to $        . We will need to:

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on the Board or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We are not currently required to make an assessment of our internal control over financial reporting.

We will be required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act as early as our fiscal year ending December 31, 2018. Section 404 requires that we document and test our internal control over financial reporting and issue management’s assessment of our internal control over financial reporting. This section also requires that our independent registered public accounting firm opine on those

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internal controls upon becoming an accelerated filer, as defined in the SEC rules, or otherwise ceasing to qualify as an emerging growth company under the JOBS Act. We are evaluating our existing controls against the standards adopted by the Committee of Sponsoring Organizations of the Treadway Commission. During the course of our ongoing evaluation and integration of the internal control over financial reporting, we may identify areas requiring improvement, and we may have to design enhanced processes and controls to address issues identified through this review. For example, we anticipate the need to hire additional administrative and accounting personnel to conduct our financial reporting. Please read “—Risks Related to Our Business and the Pipe Industry—We have determined that there was a material weakness in our internal control over financial reporting during the six months ended June 30, 2017. If another material weakness occurs or persists in the future or if we otherwise fail to develop or maintain an effective system of internal controls over financial reporting, we may not be able to report our financial results accurately and timely or prevent fraud, which would likely have a negative impact on the market price of our common stock.”

We cannot be certain at this time that we will be able to successfully complete the procedures, certification and attestation requirements of Section 404 or that we or our independent registered public accounting firm will not identify material weaknesses in our internal control over financial reporting. If we fail to comply with the requirements of Section 404 or if we or our independent registered public accounting firm identify and report such material weaknesses, the accuracy and timeliness of the filing of our annual and quarterly reports may be materially adversely affected, and investors could lose confidence in our reported financial information, which could have a negative effect on the stock price of our common stock. In addition, a material weakness in the effectiveness of our internal control over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.

There is no existing market for our common stock, and a trading market that will provide you with adequate liquidity may not develop. The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.

Prior to this offering, there has been no public market for our common stock. After this offering, there will be only                publicly traded shares of common stock held by our public common stockholders (             shares of common stock if the underwriters exercise in full their option to purchase additional shares of common stock). PAO TMK will own                  shares of common stock, representing an aggregate     % of outstanding shares of our common stock (or     % of outstanding shares if the underwriters exercise in full their option to purchase additional shares of common stock). We do not know the extent to which investor interest will lead to the development of an active trading market or how liquid that market might become. If an active trading market does not develop, you may have difficulty reselling our common stock at or above the initial public offering price. Additionally, the lack of liquidity may result in wide bid-ask spreads, contribute to significant fluctuations in the market price of the common stock and limit the number of investors who are able to buy the common stock.

The initial public offering price for the common stock offered hereby will be determined by negotiations between us, the selling stockholder and the representatives of the underwriters, based on numerous factors which we discuss in “Underwriting (Conflicts of Interest),” and may not be indicative of the market price of the common stock that will prevail in the trading market. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price paid by you in this offering.

The following is a non-exhaustive list of factors that could affect our stock price:

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The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock.

Our amended and restated certificate of incorporation will authorize the Board to issue preferred stock without stockholder approval. If the Board elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, some provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including:

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If securities or industry analysts do not publish research reports or publish unfavorable research about our business, the price and trading volume of our common stock could decline.

The trading market for our common stock will depend in part on the research reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of us the trading price for our common stock and other securities would be negatively affected. In the event we obtain securities or industry analyst coverage, if one or more of the analysts who covers us downgrades our securities, the price of our securities would likely decline. If one or more of these analysts ceases to cover us or fails to publish regular reports on us, interest in the purchase of our securities could decrease, which could cause the price of our common stock and other securities and their trading volume to decline.

Future sales of our common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

We may sell additional shares of common stock in subsequent public offerings. We may also issue additional shares of common stock or convertible securities. After the completion of this offering, we will have outstanding                  shares of common stock. Following the completion of this offering, assuming no exercise of the underwriters’ option to purchase additional shares, PAO TMK will own                  shares of our common stock, or approximately     % of our total outstanding shares (or approximately     % of our total outstanding shares if the underwriters exercise in full their option to purchase additional shares of common stock), all of which may be sold into the market in the future after expiration of the lock-up agreements with the underwriters described in “Underwriting (Conflicts of Interest).” See “Shares Eligible for Future Sale.”

In connection with this offering, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of shares of our common stock issued or reserved for issuance under our equity incentive plan. Subject to the satisfaction of vesting conditions, the expiration of lock-up agreements and the requirements of Rule 144, shares registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction.

We cannot predict the size of future issuances of our common stock or securities convertible into common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock.

A significant reduction by PAO TMK of its ownership interest in us could adversely affect us.

Upon the expiration or earlier waiver of the lock-up restrictions on transfers or sales of our securities following the completion of this offering, PAO TMK will not be subject to any obligation to maintain its ownership interest in us and may elect at any time thereafter to sell all or a substantial portion of or otherwise reduce its ownership interest in us. In connection with the closing of this offering, we will enter into a registration rights agreement with PAO TMK covering all of its shares of our common stock, which will provide PAO TMK with certain “demand” and “piggyback” registration rights. Please read “Certain Relationships and

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Related Party Transactions—Related Party Transactions—Registration Rights Agreement.” If PAO TMK sells all or a substantial portion of its ownership interest in us, it may have less incentive to assist in our success and its affiliate(s) that are expected to serve as members of the Board may resign. Such actions could adversely affect our ability to successfully implement our business strategies which could adversely affect our cash flows or results of operations.

Future offerings of debt securities and preferred stock, which would rank senior to our common stock upon liquidation, may adversely affect the market value and voting power of our common stock.

In the future, we may, from time to time, attempt to increase our capital resources by making offerings of debt or additional offerings of equity securities, including commercial paper, medium-term notes, senior or subordinated notes and classes of preferred stock. Upon liquidation, holders of our debt securities and preferred stock, if any, and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Our preferred stock, which may be issued without stockholder approval, if issued, could have a preference on liquidating distributions or a preference on dividend payments that would limit amounts available for distribution to holders of our common stock. Further, the terms of one or more classes or series of preferred stock could adversely impact the voting power of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock bear the risk that our future offerings may reduce the market value or voting power of our common stock.

The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our common stock.

Prior to this offering, we, all of our directors, director nominees and executive officers and the selling stockholder will enter into lock-up agreements with respect to their common stock, pursuant to which they are subject to certain resale restrictions for a period of 180 days following the effectiveness date of the registration statement of which this prospectus forms a part. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC may, at any time and without notice, release all or any portion of the common stock subject to the foregoing lock-up agreements. Please see “Underwriting (Conflicts of Interest)” for more information on these agreements. If the restrictions under the lock-up agreements are waived, then common stock will be available for sale into the public markets, which could cause the market price of our common stock to decline and impair our ability to raise capital.

We do not intend to declare dividends on shares of our common stock for at least the first two quarters following this offering, and our new revolving credit facility places certain restrictions on our ability to do so. Consequently, your only opportunity to achieve a return on your investment during this period and in any period in which we do not pay dividends is if the price of our common stock appreciates.

We do not intend to declare dividends on shares of our common stock for at least the first two quarters following this offering. Additionally, our new revolving credit facility places certain restrictions on our ability to pay cash dividends, and we may enter into new debt arrangements that also prohibit or restrict our ability to pay cash dividends. Subject to such restrictions, the Board will determine the amount and timing of stockholder dividends, if any, that we may pay in future periods. In making this determination, the Board will consider all relevant factors, including the amount of cash available for dividends, capital expenditures, covenant compliance under our new revolving credit facility and PAO TMK’s debt agreements, prohibitions or limitations with respect to dividends, applicable law, general operational requirements and other variables. We cannot predict the amount or timing of any future dividends you may receive, and if we do commence the payment of dividends after the first two quarters following this offering, we may be unable to pay, maintain or increase dividends over time. Consequently, your only opportunity to achieve a return on your investment in us during at least the first two

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quarters following this offering and in any period in which we do not pay dividends will be if you sell your common stock at a price greater than you paid for it. There is no guarantee that the price of our common stock that will prevail in the market will ever exceed the price that you pay in this offering. Therefore, you may not be able to realize any return on your investment in our common stock during at least the first two quarters following this offering and in any period in which we do not pay dividends.

We expect to be a controlled company within the meaning of the NYSE rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Following the completion of this offering, PAO TMK will continue to control approximately     % of the voting power of our common stock (or     % of the voting power if the underwriters exercise in full their option to purchase additional shares of common stock). As a result, we expect to be a controlled company at the completion of this offering under the rules of the NYSE. A controlled company may elect not to comply with certain NYSE corporate governance standards, including the requirements that:

Following this offering, we intend to take advantage of all of these exemptions. See “Management—Board of Directors and Committees.” Accordingly, you will not have the same protections that these rules are intended to provide.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company, as described below. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We may remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenues in a fiscal year, have more than $700.0 million in market value of our common stock held by non-affiliates as of any June 30 or issue more than $1.07 billion of non-convertible debt over a rolling three-year period. We could lose emerging growth company status as early as the filing of our annual report on Form 10-K with respect to our fiscal year ending December 31, 2017.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to take advantage of all

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of the applicable JOBS Act provisions, except for the exemption that allows emerging growth companies to extend the transition period for complying with new or revised financial accounting standards.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our common stock to be less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or stockholders to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), our amended and restated certificate of incorporation or amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our amended and restated certificate of incorporation described in the preceding sentence. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Investors in this offering will experience immediate and substantial dilution of $    per share.

Based on an assumed initial public offering price of $     per share (the midpoint of the price range set forth on the cover of this prospectus), purchasers of our common stock in this offering will experience an immediate and substantial dilution of $         per share in the net tangible book value per share of common stock from the initial public offering price. This dilution is due in large part to earlier investors having paid substantially less than the initial public offering price when they purchased their shares. See “Dilution.”

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