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DNOW Inc. (NYSE:DNOW) finalized its acquisition of MRC Global Inc. (NYSE:MRC) on Thursday, according to a press release statement based on a U.S. Securities and Exchange Commission filing. The transaction was completed through a merger in which each eligible share of MRC Global common stock was converted into the right to receive 0.9489 shares of DNOW common stock, with cash paid in lieu of fractional shares. Prior to the acquisition, MRC Global had a market capitalization of $1.17 billion and was trading slightly below its InvestingPro Fair Value, suggesting DNOW may have acquired the company at an opportune valuation.
As a result of the merger, MRC Global ceased to be a publicly traded company. The company requested the New York Stock Exchange to withdraw its common stock listing, and the shares stopped trading prior to the market opening on Thursday. The NYSE filed a notification of removal from listing with the SEC, and MRC Global intends to file a Form 15 to suspend its reporting obligations under the Securities Exchange Act. MRC Global exited the market with a "FAIR" overall financial health score of 2.27 according to InvestingPro metrics, and maintained a current ratio of 1.88, indicating its liquid assets comfortably exceeded short-term obligations.
In connection with the merger, all directors and officers of MRC Global resigned from their positions effective at the closing. Two former MRC Global board members, George J. Damiris and Ronald L. Jadin, were appointed to DNOW’s board of directors.
The merger also resulted in the termination of MRC Global’s existing credit agreements. All outstanding obligations under its loan arrangements with Bank of America and JPMorgan Chase were paid in full, and related security interests and guarantees were released. Certain letters of credit were transferred to a new credit agreement involving DNOW and Wells Fargo Bank, while others remain outstanding on a cash-collateralized basis.
Additionally, special transaction bonuses were granted to two MRC Global executives prior to closing. Daniel J. Churay, Executive Vice President – Corporate Affairs, General Counsel & Corporate Secretary, was awarded a $500,000 cash bonus, and Grant R. Bates, Senior Vice President – North America Operations & E-Commerce, received a $250,000 cash bonus. Both bonuses are scheduled to be paid 60 days after the closing, on January 5, 2026.
The terms of the merger also affected outstanding equity awards, converting or cashing out restricted shares and stock units in accordance with the merger agreement.
All information is based on a press release statement and details disclosed in the SEC Form 8-K filing.
In other recent news, MRC Global’s upcoming merger with DNOW Inc. has been making headlines. The merger, valued at $1.5 billion, is set to proceed as the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired. This development clears a significant regulatory hurdle for the merger, which involves the integration of Buck Merger Sub, Inc. and Stag Merger Sub, LLC into MRC Global, with the latter becoming a wholly-owned subsidiary of DNOW. DNOW has also announced its leadership structure for the merged entity, with current DNOW President and CEO David Cherechinsky and CFO Mark Johnson continuing in their roles.
Additionally, Loop Capital has downgraded MRC Global’s stock rating from Buy to Hold, citing limited near-term upside as the merger with DNOW approaches completion. The firm has set a price target of $16.00, noting that MRC Global shares are trading close to this target and modestly above the implied acquisition price of $14 per share. These developments indicate a period of transition and strategic realignment for both companies as they prepare for the merger.
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