UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On December 16, 2024, MRC Global Inc. (the “Company”) issued a press release announcing that its subsidiary, MRC Global (Canada) ULC, entered into a definitive agreement to sell the Company’s Canadian operations to Emco Corporation. The sale is anticipated to close in the first half of 2025 following customary closing conditions and required Canadian regulatory approval.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Company’s income statement for the years ended December 31, 2022 and December 31, 2023 and for the three months ended March 31, 2024, June 30, 2024 and September 30, 2024, in each case without inclusion of the Company’s Canadian operations, is furnished as Exhibit 99.2 to this Current Report on Form 8-K. Also furnished in Exhibit 99.2 to this Current Report on Form 8-K are reconciliations of Net Income to Adjusted EBITDA (a non-GAAP measure) and of Gross Profit to Adjusted Gross Profit (a non-GAAP measure) in each case on the same basis for the same periods.
The information furnished pursuant to Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press Release, dated December 16, 2024, by MRC Global Inc. | |
| 99.2 | MRC Global Inc. Income Statement Pro forma for Canada Segment Sale | |
| 104 | Cover Page Interactive Data File - The cover page XBRL tags from this Current Report on Form 8-K are embedded within the Inline XBRL document. | |
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: December 16, 2024
| MRC GLOBAL INC. | ||
| By: | /s/ Daniel J. Churay | |
| Daniel J. Churay | ||
| Executive Vice President - Corporate Affairs, General Counsel and Corporate Secretary | ||