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8-K filed March 1, 2023, 6:59 PM ET ticker WHD CIK 0001699136
M&A confidence high sentiment positive materiality 0.85

Cactus, Inc. (WHD): M&A transaction — Cactus completes $621M acquisition of FlexSteel; funds with debt and equity

Cactus, Inc.

item 1.01item 2.01item 2.03item 5.02item 7.01item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Cactus, Inc. incurred term loan of $125.0 million with JPMorgan Chase Bank, N.A., as administrative agent at 2.50% per annum for term loan ABR borrowings and 3.50% per annum for term loan T maturing February 27, 2026.

Instrument
term loan
Principal
$125.0 million
Counterparty
JPMorgan Chase Bank, N.A., as administrative agent
Rate
2.50% per annum for term loan ABR borrowings and 3.50% per annum for term loan T
Maturity
February 27, 2026
Event
incurrence
Exact text from the filing
The Amended ABL Credit Facility provides for a term loan of $125.0 million, the full amount of which was borrowed at closing of the Amended ABL Credit Facility to fund a portion of consideration for the Merger
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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Cactus, Inc. incurred revolving credit of $225.0 million in revolving commitments with JPMorgan Chase Bank, N.A., as administrative agent at 0.0% to 0.5% per annum for revolving loan ABR borrowings and 1.25% to 1.75% per maturing July 26, 2027.

Instrument
revolving credit
Principal
$225.0 million in revolving commitments
Counterparty
JPMorgan Chase Bank, N.A., as administrative agent
Rate
0.0% to 0.5% per annum for revolving loan ABR borrowings and 1.25% to 1.75% per
Maturity
July 26, 2027
Event
incurrence
Exact text from the filing
for a term loan of $125.0 million, the full amount of which was borrowed at closing of the Amended ABL Credit Facility to fund a portion of consideration for the Merger, and $225.0 million in revolving commitments, up to $20.0 million of which is available for the issuance of letters of credit. Subject to certain terms and conditions set forth in the Amended ABL
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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Cactus, Inc. completed an acquisition involving HighRidge Resources, Inc. for $621,160,000 (on a debt-free, cash-free basis) (closed 2023-02-28).

Action
acquisition
Counterparty
HighRidge Resources, Inc.
Consideration
$621,160,000 (on a debt-free, cash-free basis)
Closing
2023-02-28
Exact text from the filing
On February 28, 2023, the Company completed the Merger for a purchase price of $621,160,000 (on a debt-free, cash-free basis), subject to certain working capital, debt and other customary adjustments set forth in the Merger Agreement .
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cactus, Inc. entered into Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies LLC with members of Cactus Companies LLC valued at Substantially the same terms as Second Amended and Restated LLC Agreement of Cactus LLC, including r (effective 2023-02-27).

Action
entry
Counterparty
members of Cactus Companies LLC
Value
Substantially the same terms as Second Amended and Restated LLC Agreement of Cactus LLC, including r
Effective
2023-02-27
Exact text from the filing
Cactus Companies and its members entered into the Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies LLC, dated February 27, 2023 (the “ A&R Cactus Companies LLC Agreement ”).
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Cactus, Inc. amended Amended ABL Credit Facility with JPMorgan Chase Bank, N.A. valued at $125.0 million term loan, $225.0 million revolving commitments, up to $50.0 million additional revol (effective 2023-02-28).

Action
amendment
Agreement
credit facility
Counterparty
JPMorgan Chase Bank, N.A.
Value
$125.0 million term loan, $225.0 million revolving commitments, up to $50.0 million additional revol
Effective
2023-02-28
Exact text from the filing
On February 28, 2023, in connection with the Merger, Cactus Companies assumed the rights and obligations of Cactus LLC as borrower under its existing Credit Agreement, dated as of August 21, 2018, among Cactus LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender (as amended, the “ ABL Credit Facility ”), and the ABL Credit Facility was amended and restated in its entirety (the “ Amended ABL Credit Facility ”).
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102 debt financings filed in the last 30 days. Browse all debt financings →

Cactus, Inc. filing history →

Source: SEC EDGAR
accession 0001104659-23-027188
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