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]

Transaction Overview - DNOW 将以全股票合并交易方式收购 MRC，交易的企业价值约为 30 亿美元，包括 MRC 的净债务[28] - MRC 股东每股 MRC 股份将获得 0.9489 股 DNOW 股份[28] - 合并后的公司预计在交易完成后的三年内实现 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] Financial Highlights - 合并后的公司预计收入约为 53 亿美元[37] - 预计调整后的 EBITDA 约为 4300 万美元，调整后的 EBITDA 利润率约为 8.0%[37] - 预计运营现金流约为 5 亿美元[37] Synergy Realization - 预计第一年实现 1700 万美元的税前协同效应，第二年实现 4200 万美元，交易完成后第三年实现 7000 万美元[39] - 预计 2026 年每股收益将增加 25%[83] Geographic Footprint - 合并后的公司在美国拥有 235 个服务地点和 10 个配送中心和超级中心[45, 46] - 合并后的公司在加拿大拥有 35 个地点，在欧洲、中东和非洲地区 (EMEA) 拥有 45 个地点，在亚太地区 (APAC) 拥有 40 个地点[50] - 美国占合并后收入的 82%，加拿大占 4%，国际市场占 14%，总收入为 53 亿美元[51] Revenue Breakdown by Product - 合并后的公司收入中，管道、配件和法兰占 37%，泵和生产占 26%，阀门占 22%，气体产品占 7%，磨具、MRO、安全和其他产品占 11%，总收入为 53 亿美元[73]

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.

Group 1: Company Performance - MRC Global Inc. is experiencing solid momentum in the gas utility sector, with revenues increasing 3% year over year to $273 million in Q1 2025, driven by new home construction and lower energy price volatility [1][6] - The company anticipates revenue growth in low to high single digits year over year for 2025, supported by increased customer activity in maintenance, repair, and operations (MRO) [1][6] - MRC Global generated free cash flow of $9 million in Q1 2025 and aims to continue rewarding shareholders through dividends and share buybacks [3][6] Group 2: Shareholder Returns - In Q1 2025, MRC Global repurchased shares worth $6 million and had total dividend payments of $23 million in 2024, along with share repurchases of $365 million [2][6] - The company has authorized a new share repurchase program allowing for the buyback of up to $125 million worth of shares until January 2, 2028 [2] Group 3: Financial Health - MRC Global repaid $184 million in borrowings under revolving credit facilities in Q1 2025, following a repayment of $449 million in 2024, indicating a focus on reducing debt [3] - The company's leverage ratio was 1.7x at the end of Q1 2025, reflecting its commitment to lowering debt levels [3] Group 4: Industry Challenges - MRC Global faces headwinds in the Production & Transmission Infrastructure (PTI) and Downstream, Industrial and Energy Transition (DIET) sectors due to project completion delays and reduced international activity [7] - Potential conflicts in Southeast Asia and the Middle East may impact the global supply chain, affecting the availability of critical components [8] - Labor constraints from increased competition for talent are also a concern for the company moving forward [8]

Company Overview - Morguard Corporation is a fully integrated real estate company with $18.7 billion in assets under management and employs 1,100 professionals [2] - The company owns, manages, develops, and provides advisory services for high-quality, well-located assets across North America [2] - Morguard holds a 67.0% interest in Morguard Real Estate Investment Trust and a 47.9% effective interest in Morguard North American Residential Real Estate Investment Trust [2] Milestones - Morguard celebrated its 60+ years listing anniversary on the Toronto Stock Exchange (TSX), originally listed as Acklands Limited, and renamed in 2002 [1] - The company also marked the 50-year anniversary of Morguard Investments Limited [1] - The celebration included participation from Angela Sahi, President and COO, and Dani Lipkin, Managing Director of the Global Innovation Sector at TSX [1]

Company Overview - MRC Global (MRC) shares have increased by approximately 9.6% over the past month, outperforming the S&P 500 [1] - Recent earnings report indicates a need to analyze important drivers for the stock's performance [1] Earnings Estimates - Estimates for MRC have trended downward over the past month, indicating a negative outlook [2][4] - The stock currently holds a Zacks Rank of 5 (Strong Sell), suggesting expectations of below-average returns in the coming months [4] VGM Scores - MRC has a strong Growth Score of A, but a lower Momentum Score of C, and a Value Score of B, resulting in an aggregate VGM Score of A [3] Industry Performance - MRC is part of the Zacks Steel - Pipe and Tube industry, where Valmont Industries (VMI) has gained 6.9% over the past month [5] - Valmont reported revenues of $969.31 million for the last quarter, reflecting a year-over-year decline of 0.9% [5] - For the current quarter, Valmont is expected to post earnings of $4.70 per share, indicating a year-over-year change of -1.3% [6]

Forward Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as "will", "expect", "look forward", "guidance", "targeted", "goals", and similar expressions are intended to identify forward-looking statements. Statements about the company's business, including its strategy, its industry, the company's future profitability, the company's guidance on its sales, Adjusted EBITDA, Adjusted Ne ...

Revenue Performance - MRC Global's revenue for Q1 2025 increased by $48 million sequentially from Q4 2024, but decreased by $65 million compared to Q1 2024[96]. - Total sales for the three months ended March 31, 2025, were $712 million, a decrease of $65 million, or 8%, compared to $777 million for the same period in 2024[114]. - U.S. sales decreased to $591 million for the three months ended March 31, 2025, down $76 million, or 11%, from $667 million in the same period in 2024[115]. - International sales increased to $121 million for the three months ended March 31, 2025, up $11 million, or 10%, from $110 million in the same period in 2024[115]. Sector Contributions - The Gas Utilities sector accounted for 38% of total revenue in Q1 2025, with a 3% year-over-year increase and an 8% sequential increase[97]. - The DIET sector generated 31% of total revenue in Q1 2025, experiencing an 18% decline compared to Q1 2024[98]. - Approximately 69% of MRC Global's revenue in Q1 2025 came from the Gas Utilities and DIET sectors[96]. - The PTI sector represented 31% of total revenues in the first three months of 2025, with an 11% decrease compared to the same period in 2024[101]. Profitability and Income - Gross profit was $142 million, representing 19.9% of sales, for the three months ended March 31, 2025, compared to $159 million, or 20.5% of sales, for the same period in 2024[116]. - Adjusted Gross Profit declined to $153 million, or 21.5% of sales, for the three months ended March 31, 2025, from $170 million, or 21.9% of sales, for the same period in 2024[117]. - Operating income was $18 million for the three months ended March 31, 2025, a decrease of $21 million from $39 million for the same period in 2024[121]. - Net income from continuing operations was $8 million for the three months ended March 31, 2025, down from $20 million for the same period in 2024, a decrease of 60%[111]. - Adjusted EBITDA was $36 million (5.1% of sales) for the three months ended March 31, 2025, compared to $57 million (7.3% of sales) for the same period in 2024, representing a decline of 36.8%[130]. - Loss from discontinued operations increased significantly to $30 million for the three months ended March 31, 2025, compared to a loss of $1 million for the same period in 2024, an increase of 2900%[129]. Expenses and Cash Flow - SG&A expenses were $124 million, or 17.4% of sales, for the three months ended March 31, 2025, compared to $120 million, or 15.4% of sales, for the same period in 2024[120]. - Operating cash flows from continuing operations were $21 million for the three months ended March 31, 2025, down from $36 million for the same period in 2024, a decrease of 41.7%[141]. - Interest expense increased to $9 million for the three months ended March 31, 2025, compared to $8 million for the same period in 2024, an increase of 12.5%[126]. - Income tax expense decreased to $1 million for the three months ended March 31, 2025, down from $8 million for the same period in 2024, a decrease of 87.5%[126]. - Net cash used in financing activities was $23 million for the three months ended March 31, 2025, compared to $17 million for the same period in 2024, an increase of 35.3%[143]. Liquidity and Debt - Total liquidity as of March 31, 2025, was $570 million, consisting of cash on hand and amounts available under the Global ABL Facility[137]. - The outstanding balance on the Term Loan was $344 million as of March 31, 2025, net of original issue discount and issuance costs[136]. - The Global ABL Facility has $750 million in total commitments, with $27 million in borrowings outstanding as of March 31, 2025[134]. Market Conditions and Risks - The Pipeline and Hazardous Materials Safety Administration estimates that about 35% of gas distribution infrastructure is over 40 years old, necessitating continuous replacement and maintenance[97]. - Recent U.S. government policies may impact the oil and gas industry, with potential tariffs on steel products affecting costs and pricing strategies[95]. - The company is primarily exposed to market risks related to unfavorable movements in interest rates, foreign currencies, and steel price volatility[146]. - There have been no material changes to the company's market risk policies or market risk sensitive instruments and positions since the last Annual Report[146]. Future Outlook - The company anticipates steady growth in the Gas Utilities sector due to ongoing infrastructure upgrades and new home construction[97]. - The company expects to support energy transition projects, which are anticipated to drive growth in the DIET sector in the coming years[98]. Backlog - The backlog of unshipped customer orders as of March 31, 2025, was $603 million, compared to $558 million as of December 31, 2024[109].