Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
The Merger Agreement provides that, upon the terms and subject to the conditions
set forth in the Merger Agreement, at the closing of the transactions
contemplated thereby, the Company will deposit
Under the Merger Agreement, the Company and the Target have made customary representations and warranties and have agreed to be bound to customary covenants for transactions of this type, including committing to use reasonable best efforts to obtain necessary approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"). The representations and warranties will not survive the closing of the Merger. Instead, to provide for coverage against certain breaches by the Target of its representations and warranties and certain pre-closing taxes of the Target, the Company has obtained a representation and warranty insurance policy. The policy is subject to a retention amount, exclusions, policy limits and certain other customary terms and conditions.
The completion of the Merger is subject to customary closing conditions, including, among others: (a) the absence of certain legal impediments to the consummation of the Merger; (b) the expiration or termination of the applicable waiting period under the HSR Act; (c) in the case of the Company's and the Target's obligations to complete the transaction, the accuracy of the Target's and the Company's, respectively, representations and warranties contained in the Merger Agreement; (d) material compliance by the Company, the Target and the Seller Representative with certain pre-closing covenants; and (e) no material adverse change in the Target's business since the date of the Merger Agreement. Subject to the satisfaction of the closing conditions, the Merger is expected to close in the first fiscal quarter of 2023.
The Merger Agreement contains customary termination rights for the parties
thereto, including by mutual consent of the Company and Seller Representative
and under certain other circumstances, including by the Company or Seller
Representative if the Merger has not occurred by
In connection with the foregoing,
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the Purchase Price. The Company intends to finance the Merger Consideration through a mix of cash, debt and/or equity.
The Merger Agreement is not subject to any financing condition. The Company's currently committed credit facilities (including the Bridge Facility), together with cash on hand, are sufficient to fund the Merger Consideration. The Bridge Lender and other arrangers and lenders providing the Bridge Facility or providing financing or other services in connection with the financing of the Merger Consideration have received, or may receive in the future, customary fees for such transactions.
The foregoing description of the Merger Agreement is a summary of the material terms of the Merger Agreement, does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement and the above description have been included in this Current Report on Form 8-K to provide investors and stockholders with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about the Company, the Target, Merger Sub, or their respective subsidiaries, affiliates, businesses, or equityholders. The representations, warranties, and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; and may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures made by each contracting party to the others for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should be aware that the representations, warranties, and covenants or any description thereof may not reflect the actual state of facts or conditions of the Company, the Target, Merger Sub, or any of their respective subsidiaries, affiliates, businesses, or equityholders. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants contained in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Target, Merger Sub, or their respective subsidiaries, affiliates, and businesses. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.
Second Amended and Restated Limited Liability Company Operating Agreement of
On
The foregoing description of the Second A&R Cactus LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second A&R Cactus LLC Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
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Act"), or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as set forth by specific reference in such filing.
Forward Looking Statements
This report includes forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act
regarding the Merger and related transactions. These statements are not
historical or current facts and deal with potential future circumstances and
developments, in particular statements regarding whether and when the
transactions contemplated by the Merger Agreement and proposed financing
arrangements will be consummated. Forward-looking statements are qualified by
the inherent risk and uncertainties surrounding future expectations generally
and may materially differ from actual future experience. Risks and uncertainties
that could affect forward-looking statements include: satisfaction of conditions
to the closing of the Merger and related transactions, satisfaction of
conditions to the financing for the acquisition and the risks that are described
in the Company's annual report on Form 10-K for the year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger amongCactus, Inc. ,Atlas Merger Sub, LLC ,HighRidge Resources, Inc. andFlexSteel LTIP LP , dated as ofDecember 30, 2022 * 10.1 Second Amended and Restated Limited Liability Company Operating Agreement ofCactus Wellhead, LLC , datedDecember 29, 2022 Press Release ofCactus, Inc. datedJanuary 3, 2023 announcing the Agreement 99.1 and Plan of Merger 99.2 Investor Presentation datedJanuary 3, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The schedules and exhibits to this agreement have been omitted in accordance
with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit
will be furnished supplementally to the
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