DNOW completes acquisition of MRC Global; expects $70M annual synergies

This filing

of the Existing Credit Agreement, including, among other things: (i) extending the maturity date under the Existing Credit Agreement to November 30, 2030; (ii) providing for a $850 million revolving credit facility, with an incremental accordion feature that permits increases in aggregate revolving commitments by up to $500 million (for total commitments of up to

Comparable filing

$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032

This filing

of the Existing Credit Agreement, including, among other things: (i) extending the maturity date under the Existing Credit Agreement to November 30, 2030; (ii) providing for a $850 million revolving credit facility, with an incremental accordion feature that permits increases in aggregate revolving commitments by up to $500 million (for total commitments of up to

Comparable filing

The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

This filing

of the Existing Credit Agreement, including, among other things: (i) extending the maturity date under the Existing Credit Agreement to November 30, 2030; (ii) providing for a $850 million revolving credit facility, with an incremental accordion feature that permits increases in aggregate revolving commitments by up to $500 million (for total commitments of up to

Comparable filing

The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million

This filing

of the Existing Credit Agreement, including, among other things: (i) extending the maturity date under the Existing Credit Agreement to November 30, 2030; (ii) providing for a $850 million revolving credit facility, with an incremental accordion feature that permits increases in aggregate revolving commitments by up to $500 million (for total commitments of up to

Comparable filing

up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1

This filing

of the Existing Credit Agreement, including, among other things: (i) extending the maturity date under the Existing Credit Agreement to November 30, 2030; (ii) providing for a $850 million revolving credit facility, with an incremental accordion feature that permits increases in aggregate revolving commitments by up to $500 million (for total commitments of up to

Comparable filing

(ii) an upsize to the Company's existing senior secured revolving credit facility from $400.0 million to $500.0 million

This filing

exceptions: • each eligible share of MRC Global common stock, par value $0.01 per share (“ MRC Global Common Stock ”) was converted automatically into the right to receive 0.9489 shares of DNOW common stock, par value $0.01 per share (“ DNOW Common Stock ”) (the “ Merger Consideration ”), with cash paid in lieu of the issuance of fractional shares; • each

Comparable filing

On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;

This filing

exceptions: • each eligible share of MRC Global common stock, par value $0.01 per share (“ MRC Global Common Stock ”) was converted automatically into the right to receive 0.9489 shares of DNOW common stock, par value $0.01 per share (“ DNOW Common Stock ”) (the “ Merger Consideration ”), with cash paid in lieu of the issuance of fractional shares; • each

Comparable filing

Revenue Code of 1986, as amended. Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen

This filing

exceptions: • each eligible share of MRC Global common stock, par value $0.01 per share (“ MRC Global Common Stock ”) was converted automatically into the right to receive 0.9489 shares of DNOW common stock, par value $0.01 per share (“ DNOW Common Stock ”) (the “ Merger Consideration ”), with cash paid in lieu of the issuance of fractional shares; • each

Comparable filing

pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the "Transaction") in exchange for GBP £337.5 million (approximately $452 million)