DNOW, a Houston-based supplier of energy infrastructure products — from cabling and compressors to drilling and completion machinery — announced Thursday its crosstown acquisition of MRC Global, a distributor of pipes, valves and fittings in an all-stock transaction valued at $1.5 billion, including debt.
Together the two companies would account for more than 350 service and distribution centers across more than 20 nations with an enterprise value of $3 billion.
Under the agreement MRC shareholders would receive 0.9489 shares of DNOW common stock, representing an 8.5 percent premium over MRC’s volume weighted average price over 30-days ending June 25. MRC shareholders would own approximately 43.5 percent of the combined companies.
DNOW general counsel is Raymond Chang. Dan Churay is general counsel for MRC.
DNOW was advised by Kirkland & Ellis. Akin Gump Strauss Hauer & Feld advised MRC.
Financial advice was provided by Goldman Sachs for DNOW and J.P. Morgan for MRC. Joele Frank and Collected Strategies provided strategic communications for DNOW and MRC, respectively.
The Kirkland team was led by Sean Wheeler (Houston) and Debbie Yee (Houston) with Camille Meissner (Houston) and Nick Lewis (Dallas) fleshing out the corporate team. Rachael Lichman (Houston) and Layton Bell (Dallas) handled debt finance, Julian Seiguer (Houston) advised on capital markets and executive compensation issues were reviewed by Rob Fowler (Houston) and Stephanie Jeane (Houston).
The Akin corporate team was led by Kerry Berchem (New York) Timothy Clark (Boston) and Leana Garipova (Houston) and included Rafita Ahlam (New York), Hailey Marino (Houston), Andrea Cabada (Houston), Brannen Caraway (Houston), Kristen Ferrara (Houston) and Lisette Chan (Houston).
Alison Chen (Houston), Aaron Vera (Dallas), and Meggie Weiler (Washington, D.C.) weighed in on tax; Stephanie Bollheimer (New York), Aaron Farovitch (New York) and Dilara Kesir (New York) on compensation & benefits; Desiree Busching (New York) and Alex Lau (New York) on labor and employment; Gorav Jindal (Washington, D.C.), Brian Rafkin (Washington, D.C.), Scott Pettifor (London), Dennis Schmelzer (Washington, D.C.), Alexander Rosselli (Washington, D.C.), Kaitlyn Marasi (Washington, D.C.) and Charles Tay (London) on antitrust issues.
Others on the Akin team included: Eric Muñoz (Houston) and Rebecca Hill (Houston) on debt finance; Bryan Flannery (Houston), Amanda Bender (Houston) and Claire Beaty (Houston), Travis Ewing (Houston) securities; Alexis Guinan (Washington, D.C.) and Amy Jicha (Washington, D.C.) on international trade; David Quigley (Washington, D.C.), Andrew Oelz (Los Angeles) and Jessica Maloney (Washington, D.C.) on environmental issues; Jim Wetwiska (Houston) on energy; David Lee (Washington, D.C.), Ryan Stronczer (Washington, D.C.) and Shivani Prakash (New York) on IP issues and Natasha Kohne (Abu Dhabi), senior counsel Michael Miller (Los Angeles) and Joseph Hold (Washington, D.C.) on cybersecurity and data protection.