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Company Overview - MRC Global Inc. is a leading global distributor of pipe, valves, fittings (PVF), and other infrastructure products and services, serving diversified end-markets such as gas utilities, downstream, industrial and energy transition, and production and transmission infrastructure sectors [2] - The company has over 100 years of experience and operates a worldwide network of approximately 200 locations, including valve and engineering centers [2] - MRC Global offers around 200,000 SKUs from over 7,100 suppliers, simplifying the supply chain for over 8,300 customers [2] Upcoming Financial Results - MRC Global will release its second quarter 2025 results on August 6, 2025, before the market opens [1] - The company will not host a conference call or webcast to discuss these results due to the pending combination with DNOW Inc. [1]

Core Viewpoint - Dnow Inc. (NYSE: DNOW) has announced a $1.5 billion all-stock acquisition of MRC Global Inc. (NYSE: MRC), which could significantly impact the energy supply chain sector, leading to increased investor interest and an 11% rise in DNOW's stock year-to-date, outperforming the S&P 500's 5% increase [2][3]. Acquisition Details - MRC shareholders will receive 0.9489 shares of DNOW for each MRC share, representing an 8.5% premium to MRC's 30-day volume-weighted average price of $12.77 as of June 25 [3]. - The total enterprise value of the transaction is approximately $3.0 billion, with DNOW shareholders owning about 56.5% of the new entity post-merger [3]. Financial Performance - DNOW's revenues have shown growth, with a 4.7% increase from $2.3 billion to $2.4 billion over the last 12 months, compared to a 5.5% growth for the S&P 500 [9]. - The company has a price-to-sales (P/S) ratio of 0.7, significantly lower than the S&P 500's 3.1, indicating a potentially undervalued stock [8]. Profitability Metrics - DNOW's operating income over the last four quarters was $121 million, resulting in an operating margin of 5.0%, which is below the S&P 500's average of 14.9% [10]. - The net income margin for DNOW stands at 3.4%, compared to 11.6% for the S&P 500, highlighting weaker profitability [10]. Financial Stability - DNOW's debt was reported at $41 million, leading to a low debt-to-equity ratio of 2.6%, which is favorable compared to the S&P 500's 19.4% [11]. - The company holds $219 million in cash, contributing to a strong cash-to-assets ratio of 13.3% [11]. Market Conditions - Despite the positive developments, macroeconomic challenges persist, including a 5% decline in WTI crude prices year-to-date and potential trade tensions that could impact industrial and energy demand [4].

Group 1 - The core focus of the news is the investigation by Monteverde & Associates PC into MRC Global Inc.'s merger with DNOW, Inc., where MRC shareholders will receive 0.9489 shares of DNOW for each share of MRC [1] - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has successfully recovered millions for shareholders [1] - The firm operates from the Empire State Building in New York City and emphasizes its successful track record in class action securities litigation [2][3] Group 2 - The merger deal raises questions about its fairness for MRC shareholders, prompting the investigation [1] - The firm offers free consultations for shareholders concerned about the merger and provides contact information for inquiries [3] - Monteverde & Associates PC highlights its experience in trial and appellate courts, including the U.S. Supreme Court, indicating a strong legal background [2]

Group 1 - Halper Sadeh LLC is investigating MRC Global Inc. for potential violations related to its sale to DNOW Inc. at a ratio of 0.9489 shares of DNOW for each share of MRC [1] - Big 5 Sporting Goods Corp. is being investigated for its sale to a partnership for $1.45 per share in cash [2] - The firm may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4] - Halper Sadeh LLC represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

Company Overview - MRC Global shares increased by 11.8% to $14.89 in the last trading session, with a higher-than-average trading volume, compared to a 6.2% gain over the past four weeks [1] - MRC Global is set to be acquired by DNOW Inc. for approximately $1.5 billion, including net debt, with the acquisition expected to close in Q4 2025, pending regulatory approvals [2] Financial Performance - MRC Global is projected to report quarterly earnings of $0.23 per share, reflecting a year-over-year decline of 25.8%, with expected revenues of $771.6 million, down 7.3% from the previous year [3] - The consensus EPS estimate for MRC has remained unchanged over the last 30 days, indicating a lack of upward revisions in earnings estimates [4] Industry Context - MRC Global operates within the Zacks Steel - Pipe and Tube industry, where Mueller Water Products, another company in the same sector, experienced a 0.6% decline in its stock price [5] - Mueller Water Products has seen a 6.3% increase in its consensus EPS estimate over the past month, indicating a positive trend compared to the previous year [6]

Transaction Overview - DNOW 将以全股票合并交易方式收购 MRC[28] - MRC 股东每股 MRC 股份将获得 0.9489 股 DNOW 股份[28] - 合并后的企业价值约为 30 亿美元，包括 MRC 的净债务[28] Financial Synergies and Accretion - 预计在交易完成后三年内实现 7000 万美元的年度成本协同效应[28] - 预计交易完成后第一年调整后的每股收益将实现两位数的增长[28] - 预计交易完成后的 Pro Forma 净杠杆率低于 0.5 倍，并在交易完成后的第一年实现净现金头寸[28] Combined Company Profile - 合并后的公司预计年收入约为 53 亿美元[37, 58, 71] - 调整后的 EBITDA 约为 4.3 亿美元[37] - 调整后的 EBITDA 利润率约为 8.0%[37] - 运营产生的现金流约为 5 亿美元[37] Geographic Reach - DNOW 在美国拥有 165 个分支机构，MRC 在美国拥有 197 个分支机构[32] - 合并后的公司在超过 20 个国家/地区拥有业务[53] - 合并后的公司收入的 82% 来自美国，14% 来自加拿大，4% 来自国际市场[51] Cost Synergies Breakdown - 预计 2026 年实现 1700 万美元的税前运行率协同效应[81] - 预计 2027 年实现 4200 万美元的税前运行率协同效应[81] - 预计 2028 年实现 7000 万美元的税前运行率协同效应[81]

Creating a Premier Energy and Industrial Solutions Provider June 26th, 2025 Disclaimers Forward-Looking Statements This presentation includes "forward-looking statements" as defined under the federal securities laws. All statements other than statements of historical fact included or incorporated by reference in this presentation, including, among other things, statements regarding the proposed business combination transaction between DNOW Inc. ("DNOW") and MRC Global Inc. ("MRC"), future events, plans and ...

Summary of MRC Global and DNOW Merger Conference Call Company and Industry Overview - **Companies Involved**: MRC Global (MRC) and DNOW - **Industry**: Energy and Industrial Solutions Key Points and Arguments 1. **Merger Announcement**: The merger between DNOW and MRC Global is described as a transformational combination aimed at creating a premier energy and industrial solutions provider, enhancing long-term sustainable growth and shareholder value [4][5][6] 2. **Transaction Structure**: The merger is structured as an all-stock transaction with an enterprise value of approximately $3 billion. MRC Global shareholders will receive 0.9489 shares of DNOW common stock for each share of MRC Global common stock [7][8] 3. **Ownership Post-Merger**: Upon closing, DNOW and MRC Global shareholders will own approximately 56.5% of the combined company on a fully diluted basis [7] 4. **Expected Synergies**: The merger is expected to generate annual run rate pretax synergies of $70 million within three years, primarily from public company costs, corporate and IT systems, and operational efficiencies [7][23] 5. **Financial Strength**: The combined company anticipates starting with revenues of approximately $5.3 billion and expects the transaction to be accretive to adjusted EPS in the first year following the close [13][22] 6. **Geographic and Product Expansion**: The merger will enhance the geographic footprint and product offerings, allowing the combined company to serve customers globally across more than 350 service and distribution locations [14][15] 7. **Customer-Centric Approach**: Both companies emphasize a customer-first mindset, aiming to leverage their combined strengths to better serve existing customers and attract new ones [29][30] 8. **Capital Structure and Liquidity**: The combined entity will have over $200 million in cash and a $500 million revolving credit facility, with additional commitments to expand the credit facility by $250 million at the close of the merger [8][27] 9. **Integration Strategy**: The focus will be on retaining top talent and driving revenue growth through cross-selling opportunities, with branch network efficiencies evaluated as integration progresses [58][60] Additional Important Content 1. **Regulatory Approval**: The companies do not anticipate regulatory issues, believing the merger will enhance customer choice and service capabilities [49] 2. **Cost Savings**: The expected cost savings will come from systems consolidation, distribution network optimization, and operational efficiencies, although specific integration costs have not yet been estimated [23][50] 3. **Long-Term Value Creation**: The merger is positioned to create long-term value through disciplined capital allocation, including organic growth investments, share repurchases, and potential future M&A [58][27] 4. **Market Opportunities**: The combined company aims to penetrate growing sectors such as alternative energy, artificial intelligence infrastructure, and mining, leveraging each company's strengths [20][19] This summary encapsulates the key points discussed during the conference call regarding the merger between MRC Global and DNOW, highlighting the strategic rationale, expected benefits, and future outlook for the combined entity.