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Subsequent Events
 12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On June 2, 2025, Cactus Companies entered into a Framework Agreement (the “Framework Agreement”) with Baker Hughes Holdings LLC (“Baker Hughes Holdings”) and Baker Hughes Pressure Control LLC, formerly known as Baker Hughes Pressure Control LP (the “Joint Venture”), each of which is an indirect subsidiary of Baker Hughes Company (“Baker Hughes Company”), pursuant to which the Company agreed to acquire 65% of the Joint Venture, which holds Baker Hughes Company’s former surface pressure control business (the “Acquired Business”).
On January 1, 2026 (the “Closing Date”), Baker Hughes Holdings and certain of its affiliates sold 65% of the limited liability company membership interests in the Joint Venture (“Membership Interests”) to Cactus UK Holding Limited (the “Cactus Member”), a subsidiary of Cactus Companies, for a cash purchase price of $344.5 million (on a debt-free, and, except as noted below, cash-free basis), subject to certain working capital, cash, debt, capital expenditure and other customary adjustments after the Closing Date (the “Purchase Price”). The Joint Venture retained minimum cash of approximately $70.0 million (the “Minimum Cash Amount”).
From and after the second anniversary of the Closing Date, (a) Baker Hughes Pressure Control Holdings LLC (the "Baker Member") has the right to sell to either the Joint Venture or the Cactus Member, and the Joint Venture or the Cactus Member, as applicable, shall be obligated to purchase from the Baker Member, and (b) the Cactus Member has the right to purchase or cause the Joint Venture to purchase from the Baker Member, and the Baker Member shall be obligated to sell to the Joint Venture or the Cactus Member, as applicable, all of the Membership Interests held directly or indirectly by Baker Hughes Company (such options described in (a) and (b), the "Exit Option"). The purchase price (the “Exit Price”) will be based on an enterprise value of the Joint Venture using a multiple of six times its Adjusted EBITDA (as defined and calculated pursuant to the Amended and Restated Limited Liability Company Agreement of the Joint Venture, entered into on the Closing Date by the Joint Venture, the Cactus Member, the Baker Member, Cactus Inc. and Baker Hughes Company (the "Joint Venture LLC Agreement")), subject to a maximum valuation of $660.0 million, and if the Cactus Member elects to purchase or cause the Joint Venture to purchase the Membership Interests, a minimum valuation of $530.0 million.
For so long as the Baker Member continues to hold Membership Interests, the Cactus Member shall, subject to certain exceptions, cause the Joint Venture to operate its business in the ordinary course consistent with past practice and not take any actions, the primary intent of which could reasonably be expected to reduce the Exit Price. Certain actions of the Board of Directors of the Joint Venture, including, among other things, matters relating to capital structure, incurrence of indebtedness above a certain threshold, increasing the size of the Board of Directors and the entry by the Joint Venture into a new line of business, require the affirmative vote of more than 75% of the total voting power of the Board of Directors, including, except to the extent the Baker Member is in default, at least one director appointed by the Baker Member.
No member of the Joint Venture may transfer any Membership Interest other than certain permitted transfers, including but not limited to (a) certain permitted transfers to such member’s wholly owned and controlled affiliates and (b) certain transfers made in connection with the exercise of the Exit Option.
The Joint Venture LLC Agreement includes non-compete restrictions on Baker Hughes Company and the Company with respect to (a) developing, manufacturing, distributing, marketing, renting and selling certain products and (b) providing services, including installation, maintenance, rentals, repairs and aftermarket spares related thereto, in the case of both (a) and (b) for surface pressure control applications in certain countries provided in the Joint Venture LLC Agreement, subject to certain exceptions.
In order to compensate Baker Hughes Holdings for the Minimum Cash Amount, Cactus Companies (i) paid Baker Hughes Holdings 65% of the Minimum Cash Amount, or $45.5 million, on the Closing Date, and (ii) will pay Baker Hughes Holdings 35% of the Minimum Cash Amount, or $24.5 million, as follows: $10.0 million on the first anniversary of the Closing Date, and $14.5 million at such time as Baker Hughes Company ceases to be a member, directly or indirectly, of the Joint Venture.