MRC Global And DNOW Announce Two-Step Merger Agreement Creating Wholly-Owned DNOW Subsidiary

Author: Benzinga Newsdesk | October 07, 2025 09:00am

As previously announced, on June 26, 2025, MRC Global Inc., a Delaware corporation ("MRC Global" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with DNOW Inc., a Delaware corporation ("DNOW"), Buck Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of DNOW ("Merger Sub"), and Stag Merger Sub, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of DNOW ("LLC Sub"). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (1) Merger Sub will be merged with and into MRC Global (the "First Merger"), with MRC Global continuing as the surviving corporation in the First Merger (the time the First Merger becomes effective, the "Effective Time") and (2) immediately following the First Merger, MRC Global will be merged with and into LLC Sub (the "Second Merger" and, together with the First Merger, the "Mergers"), with LLC Sub continuing as the surviving company at the effective time of the Second Merger as a wholly-owned, direct subsidiary of DNOW. The Mergers and the other transactions contemplated by the Merger Agreement are herein referred to as the "Transactions."

Posted In: DNOW MRC