Good afternoon, and thank you for joining us. Before we get started, I would like to first remind everyone that this presentation contains forward-looking statements as defined under the securities laws, which include, but are not limited to, statements regarding the proposed transaction between DNOW and MRC Global, the anticipated benefits, and the anticipated closing date for the proposed transaction. Forward-looking statements are based on current information and management's expectations as of this date, are not guarantees for future performance, and involve certain risks, uncertainties, and other factors beyond DNOW or MRC Global's control. As such, actual outcomes could differ materially.
I encourage you to read the press release issued today, the accompanying presentation, and DNOW and MRC Global's filings with the Securities and Exchange Commission for a discussion of the risks that can affect the proposed transaction, the businesses of DNOW and MRC Global, and the business of the combined company after the closing of the proposed transaction. You should not place undue reliance on forward-looking statements, and neither DNOW nor MRC Global undertake any obligation to publicly update these forward-looking statements. We will also make reference to certain non-GAAP financial measures, such as adjusted EBITDA and EBITDA margin, as well as certain forward-looking projections that are not reconcilable with GAAP measures due to their inherent uncertainty. You will find these definitions of these non-GAAP financial measures in the accompanying presentation.
On the call with me today are David Cherechinsky , DNOW's President and Chief Executive Officer, Rob Saltiel, MRC Global's President and Chief Executive Officer, Mark Johnson, DNOW's Senior Vice President and Chief Financial Officer, and Kelly Youngblood, MRC Global's Executive Vice President and Chief Financial Officer. We have a packed agenda for today's call. Dave and Rob are going to kick things off with an overview of the transaction before taking you through a deep dive of this combination of the significant opportunities we expect to unlock with MRC Global. We'll then turn the call over to Mark for a review of the compelling financial benefits. After that, Dave will wrap things up before we open the floor to Q&A. With that, I call your attention to slide five, and I'll turn the call over to Dave.
Thank you, Brad, and thanks to everyone for joining. This is an exciting day as we announce the transformational combination of DNOW and MRC Global. I would like to start by acknowledging and extending my deepest gratitude to both the employees of DNOW and MRC Global. Their collective skills, aptitude, energy, and most importantly, their attitude have been fundamental in successfully positioning both companies to execute on this next chapter together. Through this merger, we will create a premier energy and industrial solutions provider to drive long-term sustainable growth and enhance value for shareholders. When we think about what we're looking for in a strategic partner, it's hard to think of a better fit than MRC Global. MRC Global is a customer-centric business with global reach focused on delivering products and services that solve a wide array of complex operational and product sourcing challenges.
This call will cover how this combination accelerates our current strategy, increases our value proposition to our customers, and enhances resilience to perform through business cyclicality. The combination of DNOW and MRC Global will allow us to expand our collective offering of complementary products, services, and supply chain solutions while also serving attractive and expanding global markets. Together, we are establishing a stronger and more resilient organization to perform through business cycles and better meet the growing demand for energy and industrial solutions globally. The combined company's expanded range of products and solutions is anticipated to strengthen existing customer and supplier relationships and facilitate the creation of new ones across diversified industry verticals that offer attractive growth opportunities.
With a balanced portfolio, diversified customer base, and a strong financial profile, we expect the combined company will have greater scale, deliver enhanced capabilities across the value chain, and more resilience to drive long-term profitability and cash flow generation. This is truly a landmark moment for both businesses and is a testament to the incredible work and success of DNOW and MRC Global team members. I'm now on slide six. This merger is structured as an all-stock transaction with an enterprise value of approximately $3 billion. MRC Global's shareholders will receive 0.9489 shares of DNOW common stock for each share of MRC Global common stock. At close, DNOW and MRC Global shareholders will respectively own approximately 56.5% and 43.5% of the combined company on a fully diluted basis. DNOW's board of directors will expand from 8 to 10 directors to include two of MRC Global's current independent board members.
DiCola will serve as Chairman of the Board. I will serve as Chief Executive Officer, and Mark Johnson will serve as Chief Financial Officer. A lot of value we expect to create here comes from expected annual run rate pre-tax synergies of $70 million within three years following closing. We are confident we can achieve these in the next three years and create significant value along the way through public company costs, corporate and IT systems, and operational and supply chain efficiencies. The capital structure includes over $200 million in cash and a $500 million revolving credit facility. DNOW has secured additional commitments to expand our existing credit facility by $250 million at the close of the merger, further enhancing our liquidity and capital allocation flexibility.
With strong cash flow and synergy realization, the combined company expects to achieve rapid deleveraging and have a net cash position by the end of the first year post-close. We currently anticipate to close the transaction in the fourth quarter of 2025, subject to obtaining DNOW and MRC Global stockholder approval and regulatory clearances and satisfaction of other customary closing conditions. Here on slide seven, you can see just how complementary our two companies are. Between the industries we serve, our geographic footprints, and our suite of products and services, this is the natural next step for DNOW and MRC Global. Over the past 160 years, DNOW has evolved into a global distributor, supplying the energy and industrial sectors with the products that enable their success. The customer is at the center of everything we do.
That's why we've built a network of approximately 165 service locations, which are geographically positioned to best serve the upstream, midstream, and renewable energy and industrial sectors. As we've grown with our customers, so have our offerings. Our global product offerings include pipe fittings, flanges, pumping solutions, modular process production, valves, and more. We also offer sourcing, procurement, warehouse, and inventory management solutions as part of our supply chain and materials management offering. We know that there are more opportunities out there to build on our solid customer relationships, and combining with MRC Global is going to help us capture those. I'll now turn the call over to Rob to speak to the strength of MRC Global.
Thank you, Dave. I agree. This is a very exciting moment for both the MRC Global and DNOW teams. Today's announcement is a direct result of the contributions and dedication of our team members around the world. I'm tremendously grateful for their continued efforts to drive our success. At its heart, MRC Global is a supply chain solutions company. Our talented people connect the world's best pipe, valves, and fittings manufacturers with the world's best energy and industrial companies. We build strong long-term relationships, and we delight our customers through operational excellence and a culture of outstanding service. We have approximately 200 locations serving the U.S., Europe, Asia, Australia, and the Middle East. One of the elements that makes this combination so compelling is our expanded geographic footprint and diversified product and service offerings.
More importantly, we share a vision with DNOW of becoming the premier choice for energy, gas utility, and industrial customers seeking exceptional service and solutions for their largest and most complex infrastructure needs. MRC Global has undergone a significant transformation over the past few years, strengthening our balance sheet, improving our profitability and working capital efficiency, and generating cash across the business cycle. The time is right to combine these two great companies and deliver significant incremental value to our customers and our shareholders.
Thank you, Rob. As you'll see on slide eight, the combined company will be starting from a position of financial strength, with combined revenues of approximately $5.3 billion, trailing 12 months one to 2025, with an enhanced growth rate and an attractive margin profile. We also expect the transaction to be meaningfully accretive to the combined company's adjusted EPS in the first year following close. All of this, along with strong cash flow generation and a robust balance sheet, will provide us with considerable flexibility. Turning to slides nine and ten, we will have meaningful scale and geographic breadth as a combined company. With a significant geographic footprint and expanded distribution across the U.S., Canada, and attractive international markets, we expect to serve our customers globally across more than 350 service and distribution locations.
Our combined operating locations are geographically positioned to best serve the upstream, midstream, gas utility, downstream, and renewable energy and industrial sectors. Together, we will deploy a comprehensive suite of technology, systems, order and fulfillment processes, and sourcing and procurement channels. With the ability to deliver a comprehensive suite of solutions, we're able to attract new customers, strengthen existing customer relationships, unlock cross-selling opportunities, establish new strategic supplier partnerships, and enhance existing ones. Our expanding global footprint further strengthens DNOW and MRC Global's role as a trusted partner. With enhanced breadth, scale, and availability of our solutions and offerings, our value proposition to our customers only gets stronger. We will be positioned to serve customers where they operate, deploying products and solutions that are customized to meet varied and changing local demands.
Turning to slide 11, you can see how this merger significantly advances our offerings to deliver enhanced capabilities across the value chain and serve a much broader set of industries and energy and industrial sectors. Together, we have a balanced portfolio supported by significant diversification, creating a more resilient business that is poised for growth. Our complementary portfolio offers customers broader, more complete, and highly differentiated solutions. The combined company will offer distinctive and complementary products and services to the energy and industrial sectors across upstream, midstream, downstream, gas utility, and industrial customers. We'll also be able to further accelerate growth by bringing our respective products and services into sectors and geographies where the other has a stronger presence.
For example, we see MRC Global's expertise, geographic coverage, and customer relationships in gas utilities and downstream energy sectors as an opportunity to expand DNOW's process solutions suite of products into those sectors and locations. Conversely, we see the opportunity to pull MRC Global's industrial PVF products through to water management and R&G applications where our process solutions business currently has a strong presence. As another example, we see DNOW's midstream solutions and relationships coupling well with MRC Global's valve modification and actuation capabilities. The combination of DNOW and MRC Global unlocks cross-selling opportunities into strategic, precious, and heavy metals mining markets. DNOW's expertise in pumps, mechanical seals, processing equipment, and water management solutions, combined with MRC Global's strategic locations and experience in steel and PVC pipe, valves, and fittings, positions the combined company to better serve the multifaceted sourcing and logistical needs of these complex customer operations.
Our strategic diversification across the globe, along with additional cash flow levers, will not only provide us with new revenue streams but will increase revenue stability and reduce sector-specific risk. In fact, we anticipate the combined portfolio will provide more predictable earnings. With that, I'd like to turn it back over to Rob to dive further into some of the compelling opportunities we expect as a result of our combined strategic and markets.
Thank you, Dave. Turning to slide 12, as Dave touched on, combined, we've increased exposure to multiple attractive and strategic energy and industrial sectors that provide diverse growth opportunities and increased resiliency to help manage business cyclicality in the energy sectors. Each company brings a different level of experience and diversified product offerings, which will de-risk our combined business. Our individual strengths become even more compelling, and this merger sets us up to utilize the complementary nature of each of our businesses to expand our presence and further penetrate growing sectors. Critical to our success will be the combination of MRC Global's leading sector expertise in gas utilities and downstream sectors with DNOW's industry-specific strengths and highly complementary products and expertise in upstream and midstream. The result is an expanded scope of solutions that will allow us to pursue attractive growth opportunities around the world.
Core to all this will be serving a broader mix of customers in the construction and maintenance of essential energy process, production, and transmission infrastructure. Additionally, the merger will allow for new opportunities in alternative energy, artificial intelligence infrastructure, power generation, electrification, mining, and other industrial markets. I'll now pass it back to Dave to discuss our highly complementary portfolio and the compelling value that our combined capabilities will unlock.
Thanks, Rob. As you can see on slide 13, our complementary portfolios fit together extraordinarily well and truly enhance each other, positioning the DNOW company as a high-performing and strategic partner to our suppliers and customers. Our expanded range of products and services is anticipated to strengthen relationships with customers, attract new customers, and establish new supplier relationships while enhancing existing ones. By leveraging combined expertise, we will be able to provide specialized solutions to customers within and outside the energy space, unlocking considerable cross-selling opportunities across a wide range of end markets. The integration of DNOW and MRC Global's portfolios will enable us to meet growing demand for energy and industrial solutions globally, while also more effectively compete in a growing global market.
Our combined portfolio will also strengthen our ability to provide specific solutions tailored to the energy, gas utility, and industrial customers seeking exceptional service and solutions for the largest and most complex industry needs. Together, we believe we have an expanded scope of solutions that will bring a highly differentiated approach to the industry. I'll now turn it over to Mark to highlight the compelling financial rationale on slide 14.
Thank you, Dave. Hello, everyone. This is an exciting combination and a defining moment for our two companies as we seek to further create value for our shareholders. Given the complementary nature of our businesses, we expect to unlock significant cost savings as we integrate our companies. As Dave noted earlier, we've identified $70 million of estimated annual run rate cost savings that we expect to realize within the first three years after closing. As you'll see on slide 14, these cost savings come from the areas you would expect for a transaction of this nature: systems consolidation, distribution network optimization, and supply chain and operational efficiencies. We believe all savings areas we have identified are achievable. As Dave also previously noted, we expect the combination to be meaningfully accretive to the combined company's adjusted EPS in the first year following close.
Both DNOW and MRC Global have disciplined cost structures and strong track records of driving efficiencies. Collectively, we have a great deal of experience delivering value creation through acquisitions. As we work through our integration planning process, we will continue to look for additional value-creating opportunities. Based on our early assessments of the two organizations and leaning on the key learnings, we see significant opportunities to deliver long-term value across the combined company. As shown on slide 15, the combined company expects to benefit from a strong balance sheet, cash flow generation, and credit profile, which will further help reduce earnings volatility and enhance resilience to perform through business cyclicality in the energy sectors. Post-closing, we expect net leverage to be under 0.5 times with strong cash flow and synergy realization.
We expect to achieve rapid deleveraging and have a net cash position by the end of the first year post-closing. Continuing our disciplined approach to capital allocation remains a core priority. We remain committed to maintaining a streamlined capital structure, balancing accretive organic and inorganic growth with opportunistic share repurchases, all while sustaining a strong and flexible balance sheet to drive long-term shareholder value. Importantly, post-close, we expect to continue our previously announced $160 million share repurchase program. We're confident that our substantial cash flow generation and robust balance sheet will provide us with ample flexibility to delever while also prioritizing organic investments in growth and productivity-enhancing technologies and investments that yield efficiencies and create value for customers.
Concluding the commentary on the financial strength of the combined company, in addition to over $200 million of cash and a $500 million revolving credit facility, DNOW has secured additional commitments to expand our existing credit facility by $250 million at close, further enhancing our liquidity and capital allocation flexibility. With that, we turn to slide 16, and I'll pass it back to Dave to close the call.
Before we wrap up, I'd like to spend some time on what is perhaps the most important slide in the presentation. Our organizations share a common set of values and are grounded in a commitment to innovation, operational excellence, and to delight the customer. We have deep respect for one another, and we aim to build upon our proud cultures centered around our employees and customers. Our success is defined by the success of our customers, and our customer-first mindset will help propel us forward. This combination brings together capabilities and solutions that will allow us to better support our existing customers and advance our abilities to serve new customers. As a combined company, we will be equipped to help our customers conquer the biggest challenges facing the energy and industrial sectors.
Together, we build on these shared values and will remain grounded in the commitments that have been the foundation to both companies' success. To conclude on slide 17, this is a truly transformational combination, and today is a significant milestone. Bringing DNOW and MRC Global together charts a new path as the premier solutions provider for energy, gas utility, and industrial customers, poised to create tremendous value for employees, customers, suppliers, and shareholders. We have made significant progress transforming our operations and delivering consistent, strong performance over the past several years. As you heard throughout today's presentation, we are building on that success, and DNOW will be a stronger business with substantially more opportunities to accelerate growth. Bringing together our complementary portfolio of high-quality products, services, and supply chain solutions offers customers broader, more complete, and highly differentiated solutions at scale.
With increased access to diverse growth opportunities and cash flow levers, the combined company is anticipated to have more compelling growth opportunities that will help reduce earnings volatility and enhance resilience. The bedrock to all of this is our substantial cash flow generation and robust balance sheet that provides a strong foundation to support investing in growth and driving long-term shareholder value. I want to thank the employees at both DNOW and MRC Global for their hard work and dedication to serving customers. This announcement is a testament to your success. We believe this combination creates something truly differentiated that will benefit our people, our customers, and the industries we serve. I hope you share my excitement. The best is yet to come, and we can't wait to embark on this next chapter with MRC Global. Now, let's open the call for questions.
Thank you. We will now begin the question and answer session. Please limit yourself to one question and one follow-up. To ask a question, you may press the star, then the 1 on your telephone keypad. If you are using a speakerphone, please pick up your handset while asking your question. You may also withdraw your questions by pressing star, then 2. Our first question comes from the line of Jeff Robertson with Water Tower Research. Please go ahead. Your line is open.
Thank you. Good afternoon. Dave, I apologize if you covered this in your remarks in just the first few minutes of the call. I am curious, is there much customer overlap between DNOW and MRC that you can gain a greater share of certain customers' wallets through transactions?
I think what we tried to emphasize in our opening remarks, Jeff, was that the opportunity is for cross-selling and for really leveraging the strengths of both companies. If you look at MRC Global, really strong position in gas utilities, in downstream, in the international arena, and then a different coverage set throughout the United States. Some real strength outside of where we operate. The same for DNOW. Our strengths, over the last 10 years, I guess, we built from scratch our process solutions business, which is a series of pumping companies, which we'll continue to invest in, which is another customer opportunity to bring other products in from the MRC side of the business. There are opportunities for us internationally. MRC is a larger company than us internationally. They have a very strong valve presence.
We're not strong in valves internationally, so we see opportunities there. It is in the areas where the highly complementary nature of the business is where we're going to grow with existing customers and with new customers like we talked about.
A question on pro forma margin. On slide 8, you show pro forma margin, just a heap of that margin of 8% based on the $70 million of cost synergies. As you put these two companies together, do you see further opportunities for cost or efficiency reductions that could add to that number over time?
That's a projection once we complete the cost synergies. To me, the real benefit, the real power that comes from this combination is how we can leverage each other's strengths and grow the business. We have set a target for three years at 8% EBITDA with really strong fall-through in EBITDA performance and flow-throughs, cash generation from both sides, which, of course, will be a combined entity generating plenty of cash to grow organically, inorganically, and then fulfill our share repurchase program that we have announced. The real power in this combination is in growth, and that is going to be where most of our emphasis is going to be.
Thank you, Dave.
Thanks, Jeff.
We'll take our next question from Nathan Jones with Stifel. Please go ahead. Your line is open.
Good evening, everyone. This is Adam Farley on for Nathan.
Hi, Adam.
Good afternoon, Adam.
Hi, good afternoon. I wanted to follow up on that cross-selling commentary and expectations around revenue synergies. Do you have any targets for revenue synergies related to maybe around growth rates or dollar amounts?
We have not built any revenue synergies in the model yet. We have some strong growth projections in our business, given how we think things will shape out as we combine, but not any discrete additional revenues from the combination. We are going to go through a process where our first priority is to retain our top talent. For us to retain our revenue positions as they stand, we need our best people to deliver the future. Secondarily, we need to grow the business, and that is going to come through cross-selling. That will take some time. That will be managed as we drive efficiencies into the business. We just signed the merger agreement. We have not estimated what the cross-selling opportunities are. I think, as we have discussed this over the last few months, that has been the prime emphasis: how do we grow the business?
How do we leverage the highly complementary strengths? If you look at it, you can see the opportunity for cross-selling. That's our main target, and we just don't have an estimate for that yet.
Okay. Fair enough. Maybe on the flip side of that, is there any perceived issue around regulatory approval, given high market share in some of the industries? Is there any type of risk around regulatory approval or maybe potential pushback from customers objecting to the combination?
I don't think we would have gone down this path if we expected regulatory issues. The transaction here will deliver a greater choice for our customers and offer a wider set of products and solutions. If you look at what's happening in the industry, especially among some of our bigger customers, we're seeing a lot of consolidation there. With that consolidation, those customers require a higher level of sophistication with technology investments by distribution companies like MRC Global and DNOW, and the requirements to service those companies well is going to come from a combination like this. We see greater customer choice coming from this combination, and we expect for it to be well received by our customers and suppliers.
All right. That's good to hear. On the cost synergy side, what are the expected costs to achieve these savings?
We have not estimated what the costs to achieve those synergies are yet. We have looked at the, we have made estimates based on our assessment of corporate costs and costs that exist in both businesses, made some judgments about how much we could save. We have not yet, but will, before we close, talk about what the integration costs might be. We have not figured that out completely, Adam.
Okay. And then one more on cost synergies. So 50% is going to be driven from corporate and IT systems. I know MRC was in the middle of an ERP install. Maybe just what's the strategy around consolidating those systems and what happens to the ERP system at MRC? Just maybe general thoughts on integration.
What kinds of integration or what kind of systems requirements we'll have going forward, we've yet to assess that. MRC is going through a process, and they'll talk more about that on their next call. We see the duplication of systems as being the immediate first opportunity. We have duplicate systems that we each need to run our sophisticated supply chains. There are opportunities there. What kind of system we're on, if you look at DNOW in particular, we're on several systems, and we're quite efficient. We'll have to figure that out as we go through the integration planning process.
Okay. I'll leave it there. Thank you for taking my questions.
Thanks, Adam.
We'll take our next question from Chris Steinkert with Loop Capital Markets. Please go ahead. Your line is open.
Hey. First off, congratulations, guys. Really definitely an exciting deal here. I guess maybe just to jump in, I know early days, but can we talk a little bit about capital deployment priorities kind of post-deal? Obviously, the combined entity is going to have very robust cash flow. Is it fair to assume buyback execution is going to be kind of a major priority post-combination here?
Like I said in my opening comments, that will certainly be part of our capital allocation strategy. Our priorities historically have been organic investment. There are parts of our business that are growing. We expect revenue gains, wallet share improvements through cross-selling as we grow. We are going to invest in inventory of receivables to finance customer purchases, CapEx to grow our business from a technology perspective, from a rental fleet perspective, etc. Organic growth is our priority number one. Inorganic growth, M&A is DNOW DNA. We expect to do that going forward. We expect substantial cash flow generation. We will maintain a share repurchase program. In the short term, and I think it will be a short term, we are going to pay down debt, and that is going to be the fourth element to our strategy of how we deploy cash.
We will continue to operate on all three of those levers: organic growth, inorganic, and share repurchases.
Makes sense. I guess just a follow-up for me, fully appreciating that the end markets and customers do have some differentiation here, but there was nothing cited about branch network consolidation. Is that something that you may evaluate as the integration kind of continues here, or how are you thinking about branch networks and overlap here?
Yeah. This is a great question, Chris, because our immediate priority is really to establish how we connect our sales teams to grow the business. Top talent retention, growing revenues, implementing cross-selling strategies to grow the business, that's priority one. Now, we will find degrees of efficiencies throughout the network, and we will work to make our network more efficient as we find relative strengths of the locations throughout the network. Each side has been, we start from a position of really lean-run companies. There will be some consolidation savings in the branch network, but that's not our priority. It's really on growth and to maximize earnings through cross-selling and then adjust the efficiencies in the business as we realize that growth.
Understood. Thanks so much for the call there, guys.
Thank you, Chris.
If you'd like to ask a question, please press the star and one keys on your telephone keypad. We can pause for a moment to allow any further questions to queue. There are no further questions on the line. I'll turn the program to our presenters for any additional remarks.
Okay. Thank you, David. On behalf of the management teams of DNOW and MRC Global, I would like to thank you for joining us today for this thrilling news. This is a very exciting combination, and I think you can sense and see our excitement around the tremendous opportunities as a result of putting these companies together. Thank you again, and have a great evening.
This concludes today's conference call and webcast. Thank you all for joining, and you may now disconnect.