Item 8.01 Other Events.
On June 16, 2021, Cadent Energy Partners II, L.P. ("Cadent") notified Cactus,
Inc. (the "Company," "we," "us" and "our") of its intention to transfer (the
"Cadent Transfers") (i) 829,825 units representing limited liability company
interests ("CW Units") in Cactus Wellhead, LLC, a Delaware limited liability
company ("OpCo"), together with the same number of shares of our Class B common
stock, par value $0.01 per share ("Class B Common Stock") to Cadent Energy
Partners II GP, L.P. (the "Cadent General Partner") and (ii) 114,268 CW Units,
together with the same number of shares of Class B Common Stock, to Cadent
Management Services, LLC (together with Cadent General Partner, the "Cadent
Transferees"). Furthermore, following the effectiveness of the Cadent Transfers,
Cadent desires to redeem 3,292,123 CW Units, together with an equal number of
shares of Class B Common Stock, in exchange for an equal number of shares of our
Class A common stock, par value $0.01 per share ("Class A Common Stock"), and to
distribute such shares of Class A Common Stock to its limited partners pro
ratably in accordance with its organizational documents (together, the "Cadent
Redemption"). As a result of the Cadent Redemption, we will cancel 3,292,123
shares of Class B Common Stock, and we will issue 3,292,123 shares of Class A
Common Stock directly to Cadent's limited partners.
Cadent and its affiliates currently own 4,236,216 shares of our Class B Common
Stock and 15,260 shares of our Class A Common Stock, together representing a
5.6% voting interest in us. Following the Cadent Transfer and the Cadent
Redemption, Cadent and its affiliates will own 15,260 shares of our Class A
Common Stock and 944,093 shares of our Class B Common Stock, together
representing a 1.3% voting interest in us.
We will not receive any proceeds from the Cadent Transfer or the Cadent
Redemption, and there will be no change in the combined number of voting shares
of the Company issued and outstanding. We expect that the Cadent Transfer will
be completed on or about June 17, 2021 and the Cadent Redemption will be
completed shortly thereafter.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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