MRC GLOBAL INC.: M&A transaction — MRC Global secures $350M Term Loan B, repurchases $361M preferred stock, simplifies capital structure

MRC GLOBAL INC.

New $350M Term Loan B matures Oct 2031, priced at 99.5%; interest rate is Term SOFR + 350 bps (or 325 bps based on ratings).
Repurchased all 363,000 shares of 6.50% Series A Convertible Preferred Stock for $361M plus $3.95M accrued dividends.
Repurchase eliminates potential dilution from conversion of preferred shares; expects accretive to EPS and cash generation in 2025+.
Director Henry Cornell to retire at 2025 Annual Meeting; no disagreement with company.
ABL facility amendment extending maturity to 2029 is on track, expected to close in November 2024.

item 1.01 item 1.02 item 2.01 item 5.03 item 2.03 item 5.02 item 7.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Henry Cornell

Director

MRC GLOBAL INC.

Filed: October 31, 2024, 7:59 PM ET

On October 29, 2024, pursuant to the terms of the Repurchase Agreement, Mr. Cornell provided notice of his retirement from the Board (including as a member of any and all committees thereof) effective as of the date of the 2025 Annual Meeting and stated his intent to not stand for re-election to the Board (including as a member of any and all committees thereof) at the 2025 Annual Meeting.

Key facts

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Executive change SEC 8-K Item 5.02 confidence 0.95

Henry Cornell retired as Director at MRC GLOBAL INC..

Action: retired
Role: Director

Exact text from the filing

On October 29, 2024, pursuant to the terms of the Repurchase Agreement, Mr. Cornell provided notice of his retirement from the Board (including as a member of any and all committees thereof) effective as of the date of the 2025 Annual Meeting and stated his intent to not stand for re-election to the Board (including as a member of any and all committees thereof) at the 2025 Annual Meeting.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

MRC GLOBAL INC. completed an acquisition involving Mario Investments, LLC for $361,185,000 (closed 2024-10-29).

Action: acquisition
Counterparty: Mario Investments, LLC
Consideration: $361,185,000
Closing: 2024-10-29

Exact text from the filing

on October 29, 2024, the transactions contemplated by the terms of the Repurchase Agreement were consummated and, in connection therewith, the Company purchased from Mario all of the issued and outstanding, or 363,000, shares of 6.50% Series A Convertible Perpetual Preferred Stock of MRC Global (collectively, the “Series A Preferred Stock”) for a per share price equal to 99.5% of the liquidation preference of the Series A Preferred Stock, or an aggregate amount equal to $361,185,000

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23 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Source: SEC EDGAR

accession 0001193125-24-247864

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