---
schema_version: "secwatch.filing_event.v1"
accession: "0001699136-23-000003"
form_type: "8-K"
ticker: "WHD"
cik: "0001699136"
company_name: "Cactus, Inc."
filed_at: "2023-01-03T23:59:59+00:00"
generated_at: "2026-06-20T20:56:43.561258+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Cactus (WHD) to acquire FlexSteel for $621M upfront, plus up to $75M earn-out

## Summary
- Total upfront cash-free, debt-free consideration $621M, subject to customary adjustments.
- Earn-out of up to $75M payable in 2024 if FlexSteel achieves 18-month gross revenue of $545M to $649M+.
- Closing expected in early Q1 2023, subject to HSR and other customary conditions.
- Committed bridge financing of $375M from JPMorgan; combined net debt to 2022E adjusted EBITDA <1.0x at close.
- FlexSteel generated ~$265M revenue in 9M 2022; CEO Thirucherai Sathyanarayanan continues to lead.

## SEC filing metadata
- accession: 0001699136-23-000003
- form_type: 8-K
- ticker: WHD
- cik: 0001699136
- company_name: Cactus, Inc.
- filed_at: 2023-01-03T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1699136/000169913623000003/0001699136-23-000003-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1699136/000169913623000003/whd-20221229.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001699136-23-000003
- JSON: https://secwatch.observer/filing/0001699136-23-000003.json
- Plain text: https://secwatch.observer/filing/0001699136-23-000003.txt

## Key facts
- Material Agreements
  Cactus, Inc. entered into Commitment Letter with JP Morgan Chase Bank, N.A. valued at $375,000,000.
  - Action: entry
  - Agreement: credit facility
  - Counterparty: JP Morgan Chase Bank, N.A.
  - Value: $375,000,000
  source text: In connection with the foregoing, Cactus Wellhead, LLC, a Delaware limited liability company (“ Cactus LLC ”), the operating subsidiary through which the Company operates its business, entered into a commitment letter (the “ Commitment Letter ”) with JP Morgan Chase Bank, N.A. (the “ Bridge Lender ”), pursuant to which the Bridge Lender has committed to provide a senior secured credit facility to Cactus LLC as the borrower in an aggregate amount of up to $375,000,000 (the “ Bridge Facility ”), with a maturity date of 364 days following the closing, which may be extended at Cactus LLC’s option for an additional three month period.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1699136/000169913623000003/0001699136-23-000003-index.htm
- Material Agreements
  Cactus, Inc. entered into Merger Agreement with HighRidge Resources, Inc. valued at $621,160,000 (effective 2022-12-30).
  - Action: entry
  - Agreement: merger
  - Counterparty: HighRidge Resources, Inc.
  - Value: $621,160,000
  - Effective: 2022-12-30
  source text: On December 30, 2022, Cactus, Inc., a Delaware corporation (the “ Company ”), and its newly formed wholly owned subsidiary Atlas Merger Sub, LLC, a Delaware limited liability company (“ Merger Sub ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with HighRidge Resources, Inc., a Delaware corporation (the “ Target ”), which indirectly owns all of the issued and outstanding equity interests in FlexSteel Pipeline Technologies, Inc., a Delaware corporation, and FlexSteel LTIP LP, a Delaware limited partnership (the “ Seller Representative ”), solely in its capacity as Seller Representative thereunder and for purposes of certain provisions of the Merger Agreement, pursuant to which Merger Sub will merge with and into the Target, with the Target continuing as the surviving entity and a wholly owned subsidiary of the Company (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 cu
  evidence_url: https://www.sec.gov/Archives/edgar/data/1699136/000169913623000003/0001699136-23-000003-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.