M&A - MRC GLOBAL INC.

Form Type: 425

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000119312525149158

Filing Summary: On June 26, 2025, MRC Global Inc. entered into a Merger Agreement with DNOW Inc., involving the merger of MRC Global with a subsidiary of DNOW followed by MRC Global merging into another subsidiary. Equity holders of MRC Global will receive 0.9489 shares of DNOW for each share of MRC Global, subject to specific adjustments. The agreement includes conditions for stockholder approvals, regulatory clearances, and the effectiveness of a registration statement with the SEC. There are provisions for termination rights related to alternative acquisition proposals and a structure for the board composition post-merger. MRC Global also amended stock agreements for key executives and issued a cash bonus letter to one of them. Further communications regarding the merger were announced, along with details on accessing a conference call. Investors are encouraged to read related filings once available for more detailed information.

Form Type: 8-K

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000119312525149152

Filing Summary: On June 26, 2025, MRC Global Inc. entered into a Merger Agreement with DNOW Inc., Buck Merger Sub, Inc., and Stag Merger Sub, LLC. The agreement details a two-step merger process where Merger Sub will merge into MRC Global, with MRC Global surviving the first merger. Following this, MRC Global will merge into LLC Sub, with LLC Sub as the surviving entity. Each outstanding share of MRC Global's common stock will be converted into 0.9489 shares of DNOW common stock, adjusted under certain conditions. The completion of the merger is subject to customary closing conditions including stockholder approvals, fulfillment of antitrust requirements, and the absence of prohibitive governmental actions. Both companies are under restrictions against soliciting alternative acquisition proposals while the merger processes are underway. The agreement includes termination rights and outlines consequences for failing to obtain stockholder approvals, which include financial penalties. An omnibus amendment adjusting non-compete terms for certain executives was also executed on the same date. A joint press release was made announcing the merger, and a conference call is set for investors. The registration statement on Form S-4 for the issuance of DNOW shares will be filed shortly and is essential to the merger process.