v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On July 24, 2026, Cactus Companies, and Baker Hughes Oilfield Equipment Manufacturing – Sole Proprietorship L.L.C., a 65% owned indirect subsidiary of Cactus Companies that is organized in the UAE (“Cactus UAE”), entered into a Facilities Agreement (the “Facilities Agreement”) with Commercial Bank of Dubai PSC, as lender (“CBD”), Cactus UAE as borrower, and Cactus Companies as guarantor.

The Facilities Agreement provides Cactus UAE with a $75.0 million secured credit facility, with sublimits of (x) $40.0 million for revolving credit borrowings, (y) $35.0 million for bank guarantees, bid bonds, performance bonds and similar obligations, and (z) $10.0 million for letters of credit (with a $35.0 million aggregate limit on the amount of bank guarantees, bid bonds, performance bonds, similar obligations and letters of credit). The credit facility established by the Facilities Agreement is scheduled to terminate on February 28, 2027, but CBD may elect to extend the facility for successive 12-month periods in its sole discretion. The obligations of Cactus UAE under the Facilities Agreement are guaranteed by Cactus Companies and secured by a lien on the accounts receivable and certain other personal property assets of Cactus UAE. The Facility Agreement will be used for working capital and general corporate purposes of Cactus International LLC and its subsidiaries (including Cactus UAE), a group of 65% owned subsidiaries of the Company that hold Baker Hughes Company’s former surface pressure control business.

Revolving credit borrowings under the Facility Agreement will accrue interest at the applicable reference rate set forth in the Facilities Agreement plus 1.85% per annum. Cactus UAE will pay fees to CBD in the amount of (x) 0.75% per annum for letters of credit issued under the Facility Agreement, (y) 0.75% per annum for bank guarantees, bid bonds, performance bonds and similar obligations issued under the Facility Agreement to beneficiaries located in the UAE, and (z) 1.00% per annum for bank guarantees, bid bonds, performance bonds and similar obligations issued under the Facility Agreement to beneficiaries located outside the UAE.
The Facilities Agreement contains customary events of default and various covenants and restrictive provisions that limit the ability of Cactus UAE and, in certain provisions, Cactus Companies, to, among other things, incur additional indebtedness and create liens, make investments or loans, merge or consolidate with other companies if not the surviving entity, sell assets, make certain restricted payments and distributions, and engage in transactions with affiliates. The Facilities Agreement also requires Cactus Companies to (x) maintain a leverage ratio no greater than 2.50 to 1.00 based on a ratio of total indebtedness to EBITDA (as defined in the Cactus Companies credit facility) and (y) during a cash dominion activation period (as defined in the Cactus Companies credit facility), maintain a minimum fixed charge coverage ratio (as defined in the Cactus Companies credit facility) of 1.00 to 1.00.