M&A - DNOW Inc.

Form Type: 425

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000119312525149130

Filing Summary: On June 26, 2025, DNOW Inc. entered into a Merger Agreement with MRC Global, Inc., where Buck Merger Sub, Inc. will merge with and into MRC Global, followed by the merger of MRC Global into Stag Merger Sub, LLC, leading to both companies becoming subsidiaries of DNOW. The Merger Agreement facilitates the exchange of shares whereby MRC Global stockholders will receive 0.9489 shares of DNOW common stock per share of MRC Global common stock, subject to certain adjustments. The deal is contingent on approvals from both companies' stockholders and regulatory authorities, including compliance with antitrust regulations. Closing conditions also involve the absence of any governmental issues that could block the merger and obtaining necessary financial approvals to complete the transaction. DNOW anticipates additional debt financing not exceeding $250 million related to the merger and plans to provide relevant documentation to the SEC for complete transparency.

Form Type: 425

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000119312525149134

Filing Summary: DNOW Inc. and MRC Global Inc. announced a definitive merger agreement to combine in an all-stock transaction valued at approximately $1.5 billion. The merger aims to create a premier energy and industrial solutions provider, expanding both companies' scale and capabilities in serving energy, gas utility, and industrial markets. MRC Global shareholders will receive 0.9489 shares of DNOW common stock for each share of MRC Global, representing an 8.5% premium based on MRC Global's recent stock performance. The combined company is expected to achieve annual cost synergies of $70 million within three years and to be significantly accretive to adjusted earnings per share in the first year post-closing. Both companies' boards have unanimously approved the transaction, which is anticipated to close in Q4 2025, subject to shareholder and regulatory approvals. Company leadership will remain in place, with David Cherechinsky as CEO and Mark Johnson as CFO of the combined entity, headquartered in Houston, Texas.

Form Type: 425

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000119312525149137

Filing Summary: On June 26, 2025, DNOW Inc. announced a proposed all-stock merger with MRC Global Inc., with a combined enterprise value of approximately $3.0 billion, including MRC's net debt. MRC shareholders are set to receive 0.9489 shares of DNOW for each share of MRC. The pro forma ownership structure post-closing is expected to be approximately 56.5% DNOW and 43.5% MRC. The merger aims to achieve $70 million in annual cost synergies within three years and anticipates adjusted EPS accretion in the double digits in the first year post-closing. Closing is anticipated in Q4 2025, subject to shareholder approvals and regulatory clearances. The merger combines complementary strengths in energy and industrial sectors across various regions, enhances global reach, and diversifies customer base, aiming to reduce earnings volatility and enhance resilience to market conditions.

Form Type: 425

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000119312525149139

Filing Summary: DNOW Inc. announced a proposed merger with MRC Global Inc., creating a premier energy and industrial solutions provider. The all-stock transaction, valued at $1.5 billion, will result in DNOW shareholders owning approximately 56.5% and MRC Global shareholders owning about 43.5%. MRC Global shareholders will receive 0.9489 shares of DNOW common stock for each share of MRC Global common stock held. The transaction is expected to close in Q4 of 2025, subject to shareholder approval and regulatory clearances. Strategic benefits include an expanded product portfolio, enhanced scale, diversified customer base, and projected meaningful EPS accretion. DNOW lists a robust governance structure post-merger, with leadership roles defined for key executives from both companies. The merger is characterized as a value-creating transaction with potential cost synergies and improved cash flow generation capabilities. Forward-looking statements caution that actual results may differ due to various risks and uncertainties, including integration challenges and regulatory approvals. All necessary filings will be completed with the SEC, and stakeholders are urged to review them for more detailed information.

Form Type: 425

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000119312525149142

Filing Summary: DNOW Inc. has announced a merger with MRC Global Inc., aiming to combine strengths and create a leading energy and industrial solutions provider. The agreement was communicated by CEO David Cherechinsky to DNOW employees on June 26, 2025. The merger is seen as a significant step in DNOW's growth, enhancing its range of products and services, thereby better positioning it to meet the needs of a global market. Both companies will operate separately until the merger is finalized, which is anticipated to occur in the fourth quarter of 2025, subject to shareholder approval and regulatory clearance. The newly combined company will retain the DNOW brand and headquarters in Houston, with leadership continuing as is. The announcement outlines the operational synergies expected from the merger, alongside highlighting potential challenges and risks related to the integration and necessary approvals.

Form Type: 425

Filing Date: 2025-06-26

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525149147

Filing Summary: DNOW Inc. announced an agreement to acquire MRC Global Inc. in an all-stock transaction, with a combined enterprise value of approximately $3.0 billion. This acquisition will combine highly complementary businesses serving the energy and industrial sectors. The deal is expected to generate $70 million in annual cost synergies within three years and will aim to enhance shareholder value through improved cash flow generation and a strong balance sheet. The expanded company will retain the name DNOW and will have an enhanced geographic footprint across the U.S., Canada, and international markets with around 5,000 employees. Key leadership will remain unchanged with David Cherechinsky as CEO and Mark Johnson as CFO. The anticipated closing of the transaction is set for Q4 2025, pending shareholder approvals and regulatory clearances.

Form Type: 425

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000119312525149148

Filing Summary: DNOW Inc. and MRC Global Inc. have announced an agreement to combine their businesses, creating a leading energy and industrial solutions provider. The merger aims to enhance customer service across the energy and industrial value chains, leveraging MRC Global's role as a top global distributor of pipe, valves, and fittings. The combined entity will focus on a robust balance sheet, optimized capital structure, and enhanced product offerings, benefiting from cross-selling opportunities. The transaction is projected to close in Q4 2025, contingent upon shareholder approval and regulatory clearance, while both companies will continue to operate independently until the merger is finalized.

Form Type: 425

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000119312525149150

Filing Summary: DNOW Inc. has announced a merger agreement with MRC Global Inc., aimed at creating a leading energy and industrial solutions provider. This strategic combination will enhance product offerings, supply chain solutions, and operational efficiency across various sectors, including gas utilities, refining, and petrochemicals. The merger is expected to close in Q4 2025, pending shareholder approvals and regulatory clearances. Until the merger is finalized, both companies will continue to operate independently, focusing on customer service and operational challenges. The CEO expressed optimism for the future while highlighting the potential benefits and synergies from the merger, which will be elaborated in upcoming SEC filings.

Form Type: 8-K

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000119312525149114

Filing Summary: On June 26, 2025, DNOW Inc. entered into a definitive merger agreement with MRC Global, Inc., which includes Buck Merger Sub, Inc. and Stag Merger Sub, LLC. The agreement stipulates that Merger Sub will merge into MRC Global, which will survive the merger, followed by a second merger with LLC Sub. Shareholders of MRC Global will receive 0.9489 shares of DNOW common stock for each share of MRC Global they hold, subject to adjustments. The completion of the merger is contingent upon approvals from shareholders, the expiration of the waiting period under the Hart-Scott-Rodino Act, and other customary conditions. Each party has commitments to conduct business as usual during the term of the agreement and to refrain from soliciting alternative acquisitions. The agreement includes various termination rights and associated fees, as well as governance changes post-merger, where DNOW’s board will include two directors from MRC Global. Additionally, DNOW has secured up to $250 million in committed debt financing to support the merger, reaching a total borrowing capacity of $750 million. A joint press release and investor presentation regarding the merger were also issued on the same date.