Business Context and Reporting Period
Company: Cactus, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 16, 2021
Event: Notification of equity transfers and redemption by Cadent Energy Partners II, L.P. ("Cadent").
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The document reports a corporate action with no financial proceeds to the Company.
Material Changes Versus Prior Period
The filing details a significant change in the ownership structure of Cadent's holdings in Cactus, Inc., though the total number of voting shares outstanding remains unchanged.
- Cadent Transfers: Cadent intends to transfer 829,825 CW Units and Class B Common Stock to Cadent Energy Partners II GP, L.P., and 114,268 CW Units and Class B Common Stock to Cadent Management Services, LLC.
- Cadent Redemption: Cadent intends to redeem 3,292,123 CW Units and an equal number of Class B Common Stock in exchange for 3,292,123 shares of Class A Common Stock, which will be distributed to Cadent's limited partners.
- Ownership Impact:
- Pre-Transaction: Cadent and affiliates held 4,236,216 Class B shares and 15,260 Class A shares (5.6% voting interest).
- Post-Transaction: Cadent and affiliates will hold 944,093 Class B shares and 15,260 Class A shares (1.3% voting interest).
Guidance, Outlook, and Risks
Management Commentary: The Company expects the Cadent Transfer to complete on or about June 17, 2021, with the Cadent Redemption to follow shortly thereafter. The Company will not receive any proceeds from these transactions.
Risks and Contingencies: The filing does not disclose new material risks or contingencies beyond the execution of the described equity restructuring.
Investor Verification Checklist
- Verify the completion date of the Cadent Transfer and Redemption (expected June 17, 2021).
- Confirm the updated beneficial ownership percentages of Cadent and its affiliates post-transaction.
- Review the impact of the Class B to Class A share conversion on the Company's capital structure.
- Note that the total number of voting shares issued and outstanding remains constant.