DNOW (DNOW) gains key HSR clearance milestone in merger with MRC Global
Rhea-AI Filing Summary
DNOW Inc. filed an update on its planned merger with MRC Global Inc.. The companies previously agreed that MRC Global will first merge into a DNOW subsidiary and then into another DNOW subsidiary, leaving the combined business as a wholly owned subsidiary of DNOW.
The filing states that a key regulatory milestone has been reached: the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on October 6, 2025. This means U.S. antitrust regulators did not move to block or extend review within that period. The transaction still depends on remaining customary closing conditions, required approvals and other regulatory clearances before the mergers can be completed.
Positive
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Negative
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Insights
HSR waiting period expiration removes a key U.S. antitrust hurdle for the DNOW–MRC Global merger, but the deal is not yet closed.
The filing explains that DNOW Inc. and MRC Global Inc. have a merger agreement involving a two-step structure, with MRC Global ultimately becoming a wholly owned subsidiary of DNOW. A significant condition was U.S. antitrust review under the Hart-Scott-Rodino Act, where deals cannot close until a waiting period expires or is terminated early.
The statutory waiting period under the HSR Act expired on October 6, 2025, indicating regulators did not extend the review within that window. This clears an important regulatory hurdle that can otherwise delay or block transactions. However, the companies state that the merger still depends on other required regulatory approvals and customary closing conditions, so completion timing and final terms remain tied to those remaining steps.
8-K Event Classification
UNITED STATES
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| Item 8.01 | Other Events. |
As previously announced, on June 26, 2025, DNOW Inc., a Delaware corporation (the “Company” or “DNOW”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MRC Global Inc., a Delaware corporation (“MRC Global”), Buck Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of DNOW (“Merger Sub”), and Stag Merger Sub, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of DNOW (“LLC Sub”). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (1) Merger Sub will be merged with and into MRC Global (the “First Merger”), with MRC Global continuing as the surviving corporation in the First Merger and (2) immediately following the First Merger, MRC Global will be merged with and into LLC Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with LLC Sub continuing as the surviving company at the effective time of the Second Merger as a wholly-owned, direct subsidiary of DNOW. The Mergers and the other transactions contemplated by the Merger Agreement are herein referred to as the “Transactions.”
The Transactions are conditioned on, among other things, the expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and other required regulatory approvals. The statutory waiting period under the HSR Act expired on October 6, 2025. The Transactions remain subject to the remaining customary closing conditions and approvals and the receipt of other required regulatory approvals.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 7, 2025
| DNOW INC. | ||
| By: | /s/ Raymond W. Chang | |
| Raymond W. Chang | ||
| Vice President & General Counsel | ||
FAQ
What did DNOW (DNOW) announce about its merger with MRC Global?
DNOW announced that the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its planned merger with MRC Global Inc. expired on October 6, 2025, marking a key U.S. antitrust milestone for the transaction.
Is the DNOW and MRC Global merger now fully approved?
No. The companies state that the merger and related transactions remain subject to other required regulatory approvals and customary closing conditions, even though the Hart-Scott-Rodino waiting period has expired.
How is the DNOW–MRC Global merger structured?
The agreement provides for a two-step merger: first, a DNOW subsidiary will merge with and into MRC Global, and then MRC Global will merge with another DNOW subsidiary, which will continue as a wholly owned subsidiary of DNOW Inc..
What does expiration of the HSR Act waiting period mean for DNOW?
Expiration of the Hart-Scott-Rodino waiting period means U.S. antitrust authorities did not take action to block or extend review within that period, allowing DNOW and MRC Global to move closer to closing, subject to remaining approvals and conditions.
Are there any other regulatory approvals needed for the DNOW–MRC Global deal?
Yes. DNOW notes that the merger is still conditioned on other required regulatory approvals and customary closing conditions beyond the Hart-Scott-Rodino waiting period.