As general counsel of Cactus Inc., Will Marsh is experiencing a second career. Maybe a third, depending on what is being counted.
But wherever it fits in his 37-year legal career, Marsh is making the most of it. And so is Cactus.
Marsh has only been at Cactus for four years, since May 2022. But in that time Cactus has executed two major transactions that can reasonably be described as transformative, morphing Cactus into a major international player in oilfield equipment and services. And Marsh has been a prime mover in both.
Cactus is a Houston-based designer and manufacturer of top-tier oilfield equipment — making a pretty fair business for itself selling or renting wellhead systems, flow control products and completion equipment, often tailored to specific customers, often for unconventional oil and gas wells.
In 2023, Cactus significantly expanded its offerings with the $621 million acquisition of FlexSteel Technology Holdings, adding spoolable steel pipe products to its line of products. Marsh was behind that acquisition, for which he — and Cactus — won the 2023 award for M&A Transaction of the Year from The Texas Lawbook and the Association of Corporate Counsel Houston Chapter.
Now Will Marsh and Cactus are at it again.
This year Marsh and Cactus will be recipients of the same award, the 2026 M&A Transaction of the Year from ACC Houston and The Lawbook — this time for their $344.5 million acquisition of a controlling interest in the surface pressure control business heretofore owned by Houston-based oilfield services giant Baker Hughes.
Put simply, the deal, which was announced last June and closed in January, places Cactus (market cap $4.5B) in control of a partnership with a company more than 14 times its size (Baker Hughes market cap $64.4B). It not only advances a Cactus strategy for growth through acquisition but cements the once-niche company as a truly global provider of the kind of top-tier completion and production equipment necessary for increasingly challenging oil and gas production in the far corners of the globe.
Under terms of the deal, Cactus will operate the SPC business with a 65/35 equity split with Baker Hughes. The $344.5 million price tag puts a $530 million enterprise value on the whole of the SPC business; and after Jan. 2, 2028, Cactus has the option of acquiring the remaining Baker Hughes shares.
Stephanie Schroepfer, a partner at Norton Rose Fulbright who nominated Marsh and the deal, argues that the transaction is transformational in the literal sense of the word, acquiring operations in Saudi Arabia, United Arab Emirates, China, the United Kingdom, Qatar, Mexico, Norway, Kuwait, India, Singapore, Algeria, Thailand, Netherlands, Nigeria and Vietnam.
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“The transaction transforms Cactus into a truly multinational business, adding several new countries to Cactus’ footprint, primarily in the Middle East,” Schroepfer said. “The transaction continues Cactus’ growth trajectory and establishes Cactus as a premier geographically diversified oilfield equipment manufacturer.”
Relational capital is at the heart of almost any business transaction. And it would be safe to say that relationships run through the heart of the Cactus-Baker Hughes deal.
Formed in 2011 by Scott and Joel Bender, Cactus had positioned itself as a niche-quality developer and provider of O&G production equipment by the time it went public in 2018. Marsh joined Cactus five years later, after 15 months as counsel at Bracewell — preceded by 22 years at … Baker Hughes.
As one might expect, Marsh reveals a soft spot for the workplace where he spent more than two decades.
“When I retired as GC at Baker Hughes in 2020, I was proud of what I and the team of lawyers at Baker Hughes had accomplished over my 22 years there. It seemed like a good time to retire,” Marsh told The Lawbook.
“Covid hit right as I was retiring and I became very bored,” he said. “The thought of never practicing law again did not sit well with me. I have wanted to be a lawyer since a young age and really enjoyed being a lawyer. I was not ready to give it up.”
“I started to do some work with Bracewell and was later contacted by the GC at Cactus who was retiring to see If I had any interest in replacing him. I had previously worked with a couple of the directors and, after meeting with the Cactus leadership team, it seemed like a perfect fit for what I wanted to do.”
Lawyers who work with Marsh agree he is passionate about the industry and his work.
“Will has worked in this industry for decades and he knows it well,” said A&O Shearman partner Sam Cooper. “In fact, he thinks the oilfield services business is nifty, and he will take visiting lawyers into a room and his eyes brighten up as he shows off new technology.”
“Will loves his work and loves his business, and the fact that Cactus has been so successful is a testament to technology and also to Will’s knowledge and passion for it,” Cooper said.
Bracewell partner Jason Jean agrees, noting that Marsh “has been an integral part of Cactus’s transformational growth over the last several years.”
“Each M&A transaction at Cactus has been more significant to Cactus’s growth and strategic direction than the last,” Jean said. “Each transaction benefited from, and would not have been possible without, Will’s decadeslong experience of business-minded legal advice.”
“Will excels at seeing the ‘big picture’ on every transaction, which allows him to focus his client on the commercial issues that matter most without getting mired in immaterial details that could otherwise hold up a deal,” he said. “This is essential for the fast-moving and complex transactions on which Will typically finds himself advising.”
Marsh was born in Dallas, worked as an accountant in Dallas and began his law career in Dallas after graduation from law school at Brigham Young University. He worked at Jones Day, followed by four years at Ballard Spahr. But then came Houston and Baker Hughes.
He joined Baker Hughes in 1998, where he became a VP for legal western hemisphere and later director of enterprise risk strategies and, ultimately, general counsel. He worked in Latin America, Asia and Russia. He says his legacy at Baker Hughes lies in making honesty a matter of company policy overseas as perhaps the only Fortune 500 that would not, as a matter of business policy, make “facilitating payments” to secure business or favorable regulation.
At first, the policy was met with internal resistance.
“We had our operations in Asia and Africa tell us it was not possible to operate in those regions without making facilitating payments. However, after we put plans in place to communicate our policies with customers and other government officials, the expectation for facilitating began to drop. The policy was very well accepted by our customers, and we used it as a business advantage,” Marsh said. “It was the first step to changing the company’s culture to a compliance culture. Shortly after we adopted the policy, our competitors started to implement the same policy, and now most companies have policies prohibiting facilitating payments.”
That international experience became especially important during the execution of the agreement with Baker Hughes. Cactus had some international business — in Australia, China and Vietnam. Aside from the usual pressures of time and market conditions, the plethora of individual nations being added — each exerting its own business, regulatory, structural and legal burdens — required a whole new level of infrastructure before and after the deal was struck.
“During the course of due diligence and closing we needed to put infrastructure in place to receive the business. That has been a combined effort of HR, finance, operations and legal. We still are not completely there, but we are very close,” Marsh said.
But more than experience, it was Marsh’s deep personal history with the seller that proved pivotal, said Schroepfer.
“As previous chief legal officer of Baker Hughes, Will was very familiar with the SPC business and had deep, trusting professional relationships with many of the involved legal and business professionals,” said Schroepfer.
“His footprint is all over this transaction,” she said. “Will was the chief negotiator for all buy-side legal matters in the transaction. In my view, the successful consummation of the transaction would not have been possible without Will.”
As proud as he is of his tenure at Baker Hughes, Marsh confesses that at Cactus he’s found the job he had always hoped for.
“At Cactus, I can work closely with the executive leadership team and stay involved in the operations of the company. It also gives me the opportunity to be more involved in the company’s strategic planning.”
“Cactus has historically been a North America-focused company,” said Marsh. “The transaction with BH will give us the opportunity to immediately have a substantial international footprint. Not only do we believe we can grow the existing BH business, but the infrastructure will help us expand our existing pressure control business internationally but also grow the international footprint of our spoolable pipe business we acquired in 2023.”
“What I currently do at Cactus is what I always pictured myself doing when I went to law school; it just took me 33 years to find it,” Marsh said.
Fun Facts: Will Marsh
- Favorite book: The Nine by Jeffrey Toobin
- Favorite music artist/group: Jethro Tull: The first live concert I ever attended
- Favorite movie: Groundhog Day
- Favorite restaurant and favorite food: Churrascos, ceviche
- Favorite beverage: Hot Dr Pepper
- Favorite vacation ever: Hiking the Inca Trail to Machu Picchu
- Hero in life: My wife Darci. She is the most competitive person I know and has taught me to never give up.