Cactus Announces Cadent Energy Partners’ Intention to Redeem CW Units and Distribute Shares

Rhea-AI Summary

Cactus, Inc. announced a transfer of limited liability company interests and shares between Cadent Energy Partners II, L.P. and its affiliated entities. Cadent will redeem approximately 3.3 million CW Units for an equal number of Class A common stock shares, with these shares subsequently distributed to its limited partners. The transactions will see the cancellation of 3.3 million CW Units and shares of Class B stock. Post-transfer, Cactus will have approximately 58 million Class A shares and nearly 17.7 million Class B shares outstanding, which maintains the current total voting shares.

Positive

• N/A

Negative

• No proceeds will be received by Cactus from the Cadent Transfer, Redemption, or Distribution.
• The transactions do not alter the total number of voting shares outstanding.

Representatives of Cadent Energy Partners II, L.P. (“Cadent”) have informed Cactus, Inc. (the “Company,” “Cactus,” “we,” and “our”) that Cadent will transfer units representing limited liability company interests (“CW Units”) in Cactus Wellhead, LLC, together with the same number of shares of the Company’s Class B common stock, to various Cadent-affiliated entities (the “Cadent Transfer”).

Following the Cadent Transfer, Cadent intends to redeem approximately 3.3 million CW Units in exchange for an equal number of shares of Class A common stock in the Company (the “Cadent Redemption”) and to distribute such shares of Class A common stock to its limited partners (the “Cadent Distribution”). In connection with the Cadent Redemption, 3.3 million CW Units and an equal number of shares of Class B common stock will be cancelled.

Following the Cadent Transfer, the Cadent Redemption and the Cadent Distribution, Cadent’s general partner and management group will retain ownership of approximately 1.0 million shares of our Class A and Class B common stock, representing a 1.3% voting interest in the Company.

The Company will receive no proceeds from the Cadent Transfer, the Cadent Redemption or the Cadent Distribution, and there will be no change in the combined number of voting shares of Cactus, Inc. outstanding. Following the Cadent Transfer, the Cadent Redemption and the Cadent Distribution, Cactus will have 58,035,145 shares of Class A common stock outstanding (representing 76.7% of the total voting power) and 17,665,021 shares of Class B common stock outstanding (representing 23.3% of the total voting power).

About Cactus, Inc.

Cactus designs, manufactures, sells and rents a range of highly engineered wellhead and pressure control equipment. Its products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion and production phases of its customers’ wells. In addition, it provides field services for all its products and rental items to assist with the installation, maintenance and handling of the wellhead and pressure control equipment. Cactus operates service centers in the United States, which are strategically located in the key oil and gas producing regions, including the Permian, SCOOP/STACK, Marcellus, Utica, Haynesville, Eagle Ford and Bakken, among other areas, and in Eastern Australia.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements regarding the number of CW Units to be redeemed and distributed in the Cadent Redemption and the Cadent Distribution, the timing thereof and the number of shares of the Company’s Class A common stock and Class B common stock outstanding following the transactions represent Cactus’ expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Cactus’ control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Cactus does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210616005996/en/

FAQ

What is the Cadent Transfer related to Cactus, Inc.?

The Cadent Transfer involves Cadent Energy Partners transferring CW Units and shares of Class B common stock to affiliated entities.

How many CW Units will be redeemed by Cadent?

Cadent intends to redeem approximately 3.3 million CW Units for an equal number of Class A common stock shares.

What will happen to the Class B common stock after Cadent's transactions?

3.3 million shares of Class B common stock will be cancelled following the Cadent Transfer and Redemption.

What is the total number of shares outstanding for Cactus, Inc. after these transactions?

Following the transactions, Cactus will have 58,035,145 Class A shares and 17,665,021 Class B shares outstanding.

What percentage of voting power do Class A and Class B shares represent?

Class A shares represent 76.7% and Class B shares represent 23.3% of the total voting power.