Cactus, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Cactus, Inc. on December 2, 2025, reporting events occurring on December 1, 2025. The filing details a material amendment to the company's existing credit facility to support strategic acquisition activities.
Key Financial Metrics and Debt Structure
The filing establishes a new Delayed Draw Term Loan Facility with the following terms:
- Facility Size: Up to $100.0 million, or 85% of the aggregate appraised value of machinery and equipment, whichever is less.
- Draw Status: Undrawn at closing.
- Interest Rates: ABR + 2.50% per annum; Term Benchmark or RFR + 3.50% per annum.
- Unused Fee: 0.05% per month on the undrawn portion.
- Repayment: Quarterly amortization begins no earlier than April 1, 2026. Mandatory prepayments with Excess Cash Flow commence for the fiscal year ending December 31, 2027.
- Maturity: Three years from the date of the first funding.
- Revolving Credit Extension: The maturity date for the existing revolving credit facility was extended from July 26, 2027, to December 1, 2030.
Material Changes and Covenants
The amendment introduces a new leverage covenant requiring the company to maintain a ratio of Total Indebtedness to EBITDA of no greater than 2.50 to 1.00 until the Term Loan Facility is paid in full. Additionally, the collateral package for the ABL Credit Facility was expanded to include certain equipment and intellectual property of Cactus Companies and its subsidiaries.
Outlook, Management Commentary, and Risks
Use of Proceeds: Funds drawn from the Term Loan Facility are designated to partially finance the acquisition of limited liability company membership interests in Baker Hughes Pressure Control LLC and related fees.
Conditions: The company may make up to two draws within six months of closing, subject to certain conditions. The filing notes that the description of the amendment is qualified by the full text of the agreement filed as Exhibit 10.1.
Investor Verification Checklist
- Verify the final appraised value of machinery and equipment to determine the actual borrowing capacity under the 85% cap.
- Review the full text of the Third Amendment (Exhibit 10.1) for specific definitions of "Excess Cash Flow" and "Total Indebtedness."
- Monitor the status of the Baker Hughes Pressure Control LLC acquisition to assess the likelihood of drawing on the new facility.
- Assess the impact of the new 2.50x leverage covenant on future capital flexibility.