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MRC Global Inc. filed an 8-K on 6 Aug 2025 to furnish, rather than file, its financial results for the quarter and six months ended 30 Jun 2025. The company did not include any revenue, earnings or cash-flow figures in the body of the report; instead, investors are directed to a press release (Exhibit 99.1) and an earnings presentation (Exhibit 99.2) for detailed data. Item 2.02 therefore serves only as a conduit for these exhibits.
The filing also contains an extensive forward-looking-statement safe-harbor that centers on the proposed business combination with DistributionNOW (DNOW). While no new terms are disclosed, the language outlines integration, regulatory and market risks that could materially affect the outcome and timing of the transaction. A 鈥淣o Offer or Solicitation鈥� clause reiterates that the document is not a prospectus.
- Item 2.02 鈥� Results of Operations and Financial Condition (exhibits only)
- Item 9.01 鈥� Exhibits: 99.1 press release, 99.2 earnings presentation, 104 cover-page XBRL
MRC Global (NYSE:MRC) entered into a definitive all-stock merger agreement with DNOW on 26 June 2025. Each MRC share will convert into 0.9489 DNOW shares, after a two-step merger that will leave MRC as a wholly-owned DNOW subsidiary.
Closing requires both companies鈥� shareholder approvals, HSR and other antitrust clearances, effectiveness of a DNOW Form S-4 and NYSE listing of the new DNOW shares. Either party may terminate after 26 June 2026 (extendable twice to 26 Dec 2026); break-up fees are $45.5 million plus expense reimbursement up to $8.5 million.
DNOW鈥檚 post-deal board will have ten directors, including two from MRC. MRC also extended non-compete periods for three named executives and awarded CFO John P. McCarthy a $150 k retention bonus.
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