DNOW Inc. and MRC Global Inc. announced Friday that they have entered into a definitive agreement to merge in an all-stock transaction valued at approximately $1.5 billion. The combination will form one of the largest energy and industrial supply companies in North America, with a global presence and a significantly expanded portfolio of products and services.
The merger brings together two major players in the distribution of energy and industrial products. DNOW, based in Houston, is a global distributor of pipe, valves, fittings (PVF), MRO supplies, and OEM products, with an emphasis on digital commerce and supply chain optimization. The company reported annual revenue of $2.3 billion in 2024.
MRC Global, also headquartered in Houston, is a global distributor of PVF and infrastructure products and services primarily to the energy and gas utility sectors. MRC generated approximately $3 billion in revenue in 2024 and serves customers in upstream, midstream, and downstream energy markets, as well as gas utilities and industrial sectors.
Under the terms of the agreement, MRC Global shareholders will receive 0.9489 shares of DNOW common stock for each MRC share they own—an exchange ratio that represents an 8.5% premium to MRC’s 30-day volume-weighted average price. Including MRC’s net debt, the combined enterprise value of the new entity is approximately $3 billion.
Following the transaction’s completion, DNOW shareholders will own roughly 56.5% of the combined company, with MRC Global shareholders holding 43.5%.
A New Powerhouse in Industrial Distribution
The combined company will operate more than 350 distribution and service locations across over 20 countries, serving customers in energy, gas utility, and industrial markets.
“The combination of DNOW and MRC Global will create a premier energy and industrial solutions provider with a balanced portfolio of businesses and a diversified customer base fortifying long-term profitability and cash flow generation,” said DNOW President and CEO David Cherechinsky. “MRC Global’s differentiated product offerings and complementary assets strengthen DNOW’s 160-year legacy as a worldwide supplier of energy and industrial products and packaged, engineered process and production equipment.”
Cherechinsky will lead the combined company as CEO, while DNOW’s chief financial officer Mark Johnson will serve in the same role post-merger. The combined company will retain the DNOW name and continue trading on the New York Stock Exchange under the ticker symbol “DNOW.
The companies say the deal is expected to generate approximately $70 million in annual cost savings within three years, driven by synergies in corporate functions, IT systems, and supply chain operations. Executives project double-digit adjusted earnings per share (EPS) accretion in the first year following closing.
Growth Beyond Traditional Markets
While both companies have deep roots in oil and gas, the combined entity will also pursue opportunities in fast-growing sectors such as alternative energy, AI-driven data infrastructure, electrification, and mining.
Next Steps and Closing Timeline
The merger is subject to approval by shareholders of both DNOW and MRC Global, as well as customary regulatory clearances. The companies expect the deal to close in the fourth quarter of 2025.
Goldman Sachs & Co. LLC is serving as exclusive financial advisor to DNOW, with Kirkland & Ellis LLP providing legal counsel. J.P. Morgan Securities LLC is advising MRC Global, with Akin Gump Strauss Hauer & Feld LLP acting as legal counsel.
