M&A - Cactus, Inc.

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925055263

Filing Summary: On June 2, 2025, Cactus, Inc. announced its entry into a Framework Agreement to acquire Baker Hughes Company's surface pressure control business through its subsidiary, Cactus Companies, LLC. The transaction involves acquiring 65% of membership interests in Baker Hughes Pressure Control for a cash purchase price of $344,500,000, with adjustments based on working capital and cash. Prior to closing, Baker Hughes Holdings will execute restructuring transactions to transfer ownership of business assets and liabilities related to the surface pressure control business. The transaction is subject to customary closing conditions, including obtaining regulatory clearances and the accuracy of representations made in the agreement. The closing is expected in the second half of 2025. Additionally, on the same date, Cactus Companies amended its ABL Credit Facility to exclude guarantees from certain subsidiaries acquired in the deal. The acquisition is projected to enhance Cactus' capabilities in the pressure control market.

Form Type: 10-K

Filing Date: 2025-02-27

Corporate Action: Merger

Type: Update

Accession Number: 000169913625000014

Filing Summary: Cactus, Inc. is a Delaware corporation incorporated in 2017, primarily engaged in the design, manufacture, sale, and rental of pressure control and spoolable pipe technologies for oil and gas wells. The company successfully completed a merger with HighRidge Resources, Inc. on February 28, 2023, acquiring the FlexSteel business for a total cash consideration of $658.6 million. The report includes essential risk factors for the coming year, detailing potential impacts from market competition, economic conditions, and operational risks that may affect the company’s future performance. Cactus continues to expand its operations internationally, with manufacturing sites in the U.S. and China, and rental services provided across several continents, including Australia and the Middle East. The document incorporates information regarding consolidated financial statements and outlines the company’s governance structure and compliance with SEC regulations. Additionally, total shares outstanding are reported as of February 25, 2025, with 68,151,542 shares of Class A and 11,432,545 shares of Class B common stock.