Operator  

Good day, and thank you for standing by. Welcome to the Cactus call to discuss the acquisition of controlling interest in Baker Hughes' Surface Pressure Control business. [Operator Instructions] Please be advised that today's conference is being recorded.

I would now like to hand the conference over to your first speaker today, Alan Boyd, Director of Corporate Development and Investor Relations. Please go ahead.

Alan Boyd   Director of Corporate Development & Investor Relations

Thank you, and good morning. We appreciate you joining us on today's call to discuss our acquisition of a majority stake in Baker Hughes Surface Pressure Control business, which we'll abbreviate as SPC today. Our speakers will be Scott Bender, our Chief Executive Officer; and Jay Nutt, our Chief Financial Officer. We're also joined by the rest of the Cactus executive management team.

Please note that any comments we make on today's call regarding projections or expectations for future events are forward-looking statements covered by the Private Securities Litigation Reform Act. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. These risks and uncertainties can cause actual results to differ materially from our current expectations. We advise listeners to review our filings and the risk factors discussed in our filings with the SEC. Any forward-looking statements we make today are only as of today's date, and we undertake no obligation to publicly update or review any forward-looking statements.

In addition, during today's call, we will reference certain non-GAAP financial measures. Reconciliations of non-GAAP measures to the most directly comparable GAAP measures are included at the end of our investor presentation, which has been posted to our website and can be found at www.cactuswhd.com.

With that, I will turn the call over to Scott.

Scott Bender   CEO & Chairman of the Board

Thanks, Alan, and good morning, everyone. I'm extremely excited to announce our agreement to acquire a majority stake in and assume operational control of the Surface Pressure Control business of Baker Hughes, creating a preeminent global, capital-light, lawful equipment company.

Responsible geographic expansion has been a top priority for Cactus, and we're delighted to kickstart this expansion through the acquisition of an industry-leading wellhead business with which we have significant history and familiarity. For those of you who don't know, Joel Bender is in this room, along with several other current Cactus leaders who manage the Surface Pressure Control business at the Wood Group before it was sold to GE Oil & Gas in 2011 and is now part of Baker Hughes. Because of this, we have a unique understanding and appreciation of the SPC business, including the major markets in which it operates and the primary customers that the business serves.

If you turn to Slide 3 of our announcement presentation, you'll see how SPC meets our required acquisition criteria. Many of these criteria will look familiar to you if you followed our history. In evaluating growth opportunities, we look for businesses similar to Cactus that are capital-light, sold directly to end users and are capable of delivering strong returns and free cash flow. The pure-play wellhead and production tree solutions provider fits that bill and creates a transformed Cactus with global presence.

First, the acquisition immediately establishes a stronghold for us in the Mid East, a premier growth market for Oilfield Services. The SPC business has long-standing relationships with Saudi Arabia and the UAE where it generates the majority of its revenue. From a geographic perspective, the SPC business ideally complements our existing business at Cactus, which is North American-centric.

Next, SPC is an innovative manufacturer of a highly engineered product with a rich history of technological leadership. Like Cactus, SPC manufacturers and sells wellhead solutions and production tree equipment directly to end users. In our opinion, few know the wellhead business better than Cactus and we have a unique head start in understanding the customers and supply chain of the SPC business given our history. This deep industry knowledge and understanding gives us confidence that we'll be able to enhance the performance of this business over time.

Finally, like Cactus, SPC is a capital-light business with a variable cost structure ideally suited for durable performance in our cyclical industry, which enhances the pro forma company's cash flow profile.

The top of Slide 5 -- I'm sorry, of Slide 4 provides an overview of the transaction and the strategic rationale behind it. The acquisition creates a preeminent global and capital-light oilfield equipment company. We immediately established a robust presence in the Mid East to complement the strength of our U.S. business. The acquisition upgrades the stability of our revenue profile and the quality of our customer base by establishing us in the lowest cost oil-producing region on the Mid East. Additionally, expanding our international business at such scale reduces the total impact to our business of ongoing U.S. tariff uncertainty.

Greater revenue, earnings and cash flow visibility are provided by substantial backlog and long-term contracts. The capital-light and variable cost nature of the business enhances our financial profile and are expected to be accretive to various financial metrics.

Finally, we were able to structure the acquisition of our share in the business while maintaining significant financial flexibility and a conservative balance sheet profile.

I'll now turn the call over to Jay Nutt, our CFO, who'll provide a brief overview of the transaction mechanics.

Jay Nutt   CFO, Principal Accounting Officer, Executive VP & Treasurer

Thanks, Scott. As seen on the bottom portion of Slide 4, Cactus is forming a joint venture with Baker Hughes whereby we will acquire a 65% controlling stake in the Surface Pressure Control business for approximately $344.5 million. Baker Hughes will retain the remaining 35% of the JV. This initial consideration equates to a total enterprise valuation of $530 million today, and the upfront purchase price for the business represents a multiple of approximately 6.7x 2024 transaction adjusted EBITDA, which excludes the earnings attributed to a 10% external partner within the SPC business in Saudi Arabia, as shown in the appendix of the presentation.

Consideration is to be paid in cash to Baker Hughes, and the transaction is expected to close in the second half of this year, subject to customary closing conditions and regulatory approvals. We're pleased to operate this JV in partnership with Baker Hughes, which provides further security in transitioning global support services from Baker Hughes to Cactus and in maintaining critical customer relationships and contracts post-closing.

Any time after the second anniversary of the closing, Cactus has the right to purchase and Baker Hughes has the right to require Cactus to purchase the remaining 35% interest in the joint venture. The purchase price for the remaining 35% of the business will be based on a 6.0x the most recent trailing 12 months SPC adjusted EBITDA at the time of either party's exercise of the option. The adjusted EBITDA for this exit calculation will be fully consolidated including the 10% Saudi Arabia JV partners' share of earnings.

The total enterprise value utilized to value the remaining 35% will be capped at $660 million if either party exits and the enterprise value will be subject to a floor of $530 million, only if Cactus calls its option on the remaining 35% interest.

The upfront purchase price will be funded with cash on hand and funds from our undrawn $225 million revolving credit facility. Cactus also plans to capitalize the JV balance sheet with $70 million of operating cash at close and Baker Hughes will contribute 35% of that cash, which will be paid back to them over time.

While we believe that it may not be necessary in order to fund the transaction, we may pursue one or more debt financing transactions before closing to preserve maximum liquidity on our existing revolver.

Considering the $348 million of cash on our balance sheet as of March 31, 2025, and our expected cash generation through closing, we anticipate little to no net debt at closing. An important feature of the JV is that Cactus will economically benefit from the full amount of cash flows during the term of the JV and not just our 65% ownership which, combined with the strong cash flow profile of our current Cactus business, suggest rapid deleveraging post close.

Based on our preliminary view of the business, we project to be able to generate approximately $10 million in annual cost synergies within 1 year of closing the transaction. This expectation is relatively modest for now as we acknowledge that we will incur dissynergies in expanding our Cactus corporate infrastructure to support our new employees and operations across the globe. However, we fully anticipate improving the financial returns of the business after sufficient time to fully control and integrate the SPC supply chain.

After closing, we plan to fully consolidate the financial results of SPC into our Pressure Control reporting segment for accounting purposes, subject to final determination by our auditors.

With that, I'll turn the call back over to Scott to take you through some additional operational highlights of SPC.

Scott Bender   CEO & Chairman of the Board

Thanks, Jay. Slide 5 provides a high-level overview of the Surface Pressure Control. SPC is a pure-play designer, manufacturer and service provider of wellhead and production tree equipment. The SPC customer base is concentrated in the Mid East where it generated approximately 85% of its revenue in 2024. The business also has an established presence in Europe, serving North Sea primarily and Africa, Asia and South America. SPC does not sell into North America or Australia, so there is limited overlap with the existing Cactus Pressure Control business.

In 2024, SPC generated nearly $500 million in revenue and approximately $87 million in adjusted EBITDA, resulting in a 17% adjusted EBITDA margin. Backlog at year-end 2024 was greater than $600 million, and this number represents only firm purchase orders placed into the SPC business for near-term delivery and does not reflect the full order potential for long-term contracts that SPC holds with key customers.

Aftermarket services represented more than 30% of the total revenue last year, representing a strong recurring revenue stream. This high level of backlog and leverage to recurring aftermarket services creates a level of revenue, earnings and cash flow stability within the business that is not generally found in the North American market.

The aftermarket services differ from the service revenue that we report in the U.S. as SPC aftermarket service generally involves selling equipment to upgrade or modify its large installed base of wellheads and trees, which is typically not performed at a scale in the U.S. market. This portion of the business is primarily -- is particularly attractive as it is less tied to new drilling than traditional product sales.

SPC has over 1,100 employees across the globe with its headquarters in Abu Dhabi and 3 primary manufacturing locations. The Suzhou, China and Dammam, Saudi Arabia manufacturing facilities were originally established by the Cactus management team and the new UAE facility is commencing substantial operation in 2025. These facilities are uniquely positioned to serve some of the most important international markets and customers.

On the lower right of the page, you'll see an abbreviated timeline of the SPC business, which traces its roots back over 100 years. GE acquired both the former Vetco Gray and Wood Group Surface Pressure Control business in 2007 and 2011, respectively, and the Surface Wellhead portions of those businesses are largely what makes up SPC today. As a reminder, Joel, Steven and I ran the Wood Group Pressure Control business until it was sold to GE.

In summary, I couldn't design a more complementary business to fit with Cactus' existing portfolio if you gave me a blank sheet of paper. SPC sells the same products with which we are so familiar, new facilities we've managed previously and the most attractive end markets where Cactus does not currently operate.

As seen on Slide 6, approximately 85% of SBC revenue comes from the Mid East. The Mid East has the largest amount of proved reserves and the lowest breakeven cost of any oil supply on the planet. SPC is well established and has strong relationships in the largest markets, including Saudi Arabia, Qatar, Kuwait and the UAE. In addition to selling to the largest NOCs in these countries, SPC has a robust manufacturing presence in the region. Recent capital additions and upgrades to this manufacturing presence support the opportunity to expand penetration in the region.

Slide 7 provides an overview of how this acquisition transforms Cactus from a geographic perspective. Currently, only 5% of our Pressure Control revenue and 6% of our total Cactus revenue comes from markets outside of the U.S. On a pro forma basis, 44% of Pressure Control revenue and 34% of consolidated Cactus revenue will be generated from markets outside of this country.

Slide 6 (sic) [ Slide 8 ] showcases the operational footprint of the business. The headquarters is in Abu Dhabi, with manufacturing in Suzhou, China, Abu Dhabi in the UAE and Dammam, Saudi Arabia. SPC also has service centers strategically positioned near activity centers around the globe and an R&D facility in Houston. We believe this broad footprint and customer reach will accelerate FlexSteel's expansion in these regions.

Jay Nutt   CFO, Principal Accounting Officer, Executive VP & Treasurer

Slide 9 highlights the attractive financial profile of both businesses and demonstrates the increased scale achieved by this transformative transaction. Pro forma financials for the acquisition are based on 2024 results, which suggests that SPC would represent approximately 30% of the combined company's revenue. On a pro forma basis, considering SPC's fully consolidated results, Cactus would have $479 million of adjusted EBITDA before consideration of any potential synergies, and the combined company would have had CapEx of only $46 million on an annual basis, representing less than 10% of total adjusted EBITDA and less than 3% of revenues.

On a go-forward basis, our go-forward basis is expected to retain the core capital-light and strong free cash flow generating capability that Cactus currently demonstrates while having truly global reach and scale.

I'll now turn it back over to Scott to close.

Scott Bender   CEO & Chairman of the Board

Thanks, Jay. I'd like to close by reiterating how pleased we are to announce this acquisition today, which has been the result of a long, patient process to responsibly expand our international presence. This combination is a great fit given the highly complementary nature of these two businesses, and we're excited about our future with the business and the potential to generate significant shareholder value going forward by instilling the Cactus culture of operational and supply chain excellence with a relentless focus on customer execution.

So with that, I'll turn it back over to the operator to take any questions. Operator?

Operator  

[Operator Instructions] And our first question comes from the line of Arun Jayaram of JPMorgan Securities.

Arun Jayaram   JPMorgan Chase & Co

I wanted to see -- I was wondering if you could talk a little bit about why this deal is the right deal for Cactus versus your organic growth efforts that you had been working on, particularly in Saudi? And perhaps just comment, it does look, on the valuation, accretive on a multiple basis, but it is dilutive on a margin basis. So talk us through maybe some of the opportunities to expand the margins here.

Scott Bender   CEO & Chairman of the Board

Yes. Okay. We like this business, particularly because of what we view as its integration simplicity. So it only has 3 manufacturing facilities. And of course, we share facilities in only Suzhou. It's concentrated in the Mid East. So rather than have a few employees and $5 million or $10 million in revenue across the globe, it's concentrated, which makes it far easier for us to integrate. This is not a large organization.

In terms of margin dilution, that's -- Arun, that's actually one of the more attractive -- let me just leave it this way. That's an attractive aspect of this business. And I'm sure you follow me.

Arun Jayaram   JPMorgan Chase & Co

Yes. I understand what you're referring to. Okay. And maybe just for Jay, questions on the put/call feature here and why structure is kind of like this between you and Baker, maybe some thoughts would be helpful.

Jay Nutt   CFO, Principal Accounting Officer, Executive VP & Treasurer

Look, we think this is going to be likely a long-term partnership, but both sides need some flexibility over time. As you know, Arun, Baker has some objectives about their portfolio, and this helps fit some of their needs with the -- regard to their criteria for restructuring their portfolio. The timing gives us a good runway. As you know, we're a pretty lean organization, and we need time to stand up an organization and the infrastructure to integrate the business and take that over.

So with regard to the put and call, we think it was a good representation of a multiple on the future. You can do the math, the $660 million cap would be 6x $110 million. So we'd be happy if that was the number at any time of exit. And then the floor only comes into effect if we would call the remaining 35% interest.

Operator  

Our next question comes from the line of Stephen Gengaro of Stifel.

Stephen Gengaro   Stifel, Nicolaus & Company, Incorporated

I can't ask you about international growth anymore.

Scott Bender   CEO & Chairman of the Board

Yes. I was hoping you would start with great applause because I've only been asked that question for how many years now guys, 5 years to the point where I was losing credibility when I told to you, we are working on it, working on it. We took our time to tell you what we were going to do. What was right for us, maybe not just a place...

Stephen Gengaro   Stifel, Nicolaus & Company, Incorporated

It looks good. So just a follow-up to Arun's question. Can you talk about at a high level sort of the structural differences in the market versus like the U.S. market from a margin perspective, without kind of maybe speaking of specific numbers? Like I imagine there is a gap in a perfect world, but like what are the puts and takes versus U.S. margins we should be thinking about?

Scott Bender   CEO & Chairman of the Board

Yes. One of the things that I've talked about from the very beginning, and one of the reasons that we exploited the U.S. market with such focus was that the margins, international will struggle to meet the margins that we enjoy domestically. This is a transaction-oriented business and -- or that's more of a project-oriented business.

So the margins -- international margins will always be lower. It's a higher volume, more stable environment, less opportunity for differentiation through quick turnaround. It's just always been the nature of the beast. So do not look -- nobody kick me, do not look for 35% margins internationally because they're not going to happen, but 17% is not going to happen either.

Now where exactly we'll land, I just -- I don't want to speculate right now, but we clearly have confidence that we can apply some of our knowledge and processes to this SPC business to pick these margins up conservatively. You just got to need to be patient. A lot of these contracts are longer term in nature with fixed prices, and we've got to work our way through those too. But in the meantime, we'll be working very hard on costs.

Stephen Gengaro   Stifel, Nicolaus & Company, Incorporated

Okay. Great. And the other question I had quickly was when you think about the revenue pull-through opportunity for the Spoolable business. Is that something you think we could start seeing in '26? Like how do you think that plays out from a timing perspective?

Scott Bender   CEO & Chairman of the Board

Well, since we just made this announcement, it's a little bit difficult for me to -- don't ask me to speculate. I can just tell you that this is -- this will be helpful. So whatever it was going to be in terms of velocity internationally, we will increase the velocity. But Steve, if you want to add anything to that?

Steven Bender   COO

No, I think what Scott is saying is true. I mean I think it shows the commitment to the region that we have at Cactus. I've already gotten some notes from over there. And I think that's just a positive. There's no other way to look at it. If you're a customer over there, you see we're putting our money where our mouth is.

Scott Bender   CEO & Chairman of the Board

I think we'll know a lot more about the interest following this announcement over the next 90 days.

Stephen Gengaro   Stifel, Nicolaus & Company, Incorporated

Okay. Great. And congratulations on the deal.

Operator  

And our next question comes from the line of Scott Gruber with Citigroup.

Scott Gruber   Citigroup Inc.

Congrats on the deal.

Scott Bender   CEO & Chairman of the Board

Thanks, Scott. Are you clapping, Scott?

Scott Gruber   Citigroup Inc.

Not a problem. Well deserved. I wanted to ask about share. You guys were able to ramp your U.S. business to a dominant position in under a decade. Can you discuss the competitive dynamics of the SPC business in the Middle East? Do you have that familiarity? Roughly, what share does SPC hold today? And is the share capture one of the financial metrics where you see good running room as well?

Scott Bender   CEO & Chairman of the Board

We have a lot of room to grow in the Mid East. I don't want to talk about market share except to tell you that by far, the market leader in Saudi are our friends at Schlumberger. And the disparity between Schlumberger, FMC and Baker is very significant. And a lot of that has to do with Schlumberger doing the right things at the right time.

So I think there is quite a bit of market share to be gained in Saudi. I think there's market share to be gained in Oman. I think there's market share to be gained throughout the Middle East. There are a couple of countries I'm not particularly keen to gain market share because of the pricing. But Baker has a long way to go. This business has a long way to go in terms of market share.

Scott Gruber   Citigroup Inc.

Got it. And just given the divergent trends in the Middle East today, Saudi market has been shrinking here, but I know Baker has a strong presence with ADNOC. What have you seen from SPC so far this year? Revenues, EBITDA pretty stable? Is it growing some, shrinking some? What have you seen year-to-date?

Scott Bender   CEO & Chairman of the Board

Yes. Can I -- well, can we comment on that on Q1?

Unknown Executive  

Yes...

Scott Bender   CEO & Chairman of the Board

I don't know what we put out there.

Scott Gruber   Citigroup Inc.

I don't want to get anyone in trouble, but I was just curious.

Scott Bender   CEO & Chairman of the Board

Yes, let's put it this way, based upon Q1, relax.

Scott Gruber   Citigroup Inc.

Okay. Okay. Very good. And maybe I'll slip one last one in. Just how are you thinking about the business outside of the Middle East? Is the strategy here also to grow beyond the Middle East and grow that share? Or are you guys going to really focus on kind of having two pillars here, U.S. and Middle East business.

Scott Bender   CEO & Chairman of the Board

Yes. We're going to chase wherever the margin opportunity exists. One of the things that probably -- pardon me, I didn't highlight, is that we have significant capacity, low-cost capacity that's coming on outside of China this year. So we'd be foolish not to pursue opportunities elsewhere. So of course, we're going to pursue opportunities elsewhere.

Operator  

I'm showing no further questions at this time. I'll now turn it back to Scott Bender, Chairman and CEO, for closing remarks.

Scott Bender   CEO & Chairman of the Board

All right. I want to thank everybody mostly for your patience and putting up with me and allowing me, at the same time, to do what we normally do, and that's worry an issue to death. And we took our time, and I feel very confident we made the right decision. So we're very excited, and we were very deliberate in going about this acquisition. So I look forward to sharing positive news going forward. Everybody, have a great day. Thanks.

Operator  

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.