MRC Global (MRC) Proxy Filing summary

Executive summary

• DNOW and MRC Global have agreed to merge, creating a combined company with an estimated enterprise value of $3.0 billion, with DNOW stockholders owning 56.5% and MRC Global stockholders 43.5% of the new entity on a fully diluted basis.

• The merger will be executed in two steps: Merger Sub merges into MRC Global, then MRC Global merges into LLC Sub, a DNOW subsidiary, making the combined company a wholly owned subsidiary of DNOW.

• Each MRC Global share will be converted into 0.9489 shares of DNOW common stock, with cash paid for fractional shares; MRC Global shares will be delisted from the NYSE.

• The boards of both companies unanimously recommend approval of the merger and related proposals.

Voting matters and shareholder proposals

• DNOW stockholders will vote on the issuance of DNOW shares to MRC Global stockholders and on the potential adjournment of the DNOW special meeting.

• MRC Global stockholders will vote on the adoption of the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and the potential adjournment of the MRC Global special meeting.

• Approval of the DNOW stock issuance and MRC Global merger proposals is required for the merger to proceed; adjournment and compensation advisory votes are not conditions to closing.

Board of directors and corporate governance

• The combined company’s board will expand to ten members, including two directors from MRC Global’s board selected by DNOW.

• DNOW’s current executive officers are expected to continue in their roles post-merger.