MRC Global Comments on Litigation Filed by Cornell Capital
25 Avril 2023 - 11:21PM
MRC Global Inc. (NYSE: MRC) today commented on a lawsuit filed by
Mario Investments LLC, an affiliate of Cornell Capital LLC, the
sole holder of MRC Global’s 6.50% Series A Convertible Perpetual
Preferred Stock. The lawsuit, brought against the company in the
Delaware Court of Chancery, attempts to prevent MRC Global from
moving forward with its previously announced refinancing of its
senior secured Term Loan B. The company disputes Cornell Capital’s
claim in the lawsuit that Cornell Capital has a right to consent to
the refinancing.
The company made the following statement:
“In light of the
lawsuit filed by Cornell, we are currently evaluating options that
will allow us to proceed in a manner that is in the best interest
of all stockholders. While the company reviews these options, we
are continuing to proceed with the previously announced effort to
refinance in full our $295 million in outstanding principal amount
under our existing senior secured Term Loan B. MRC Global will make
updates to the market as more information is available in due
course.
Although we are
seeking a refinancing of the Term Loan B now, it does not mature
until September 2024. As of December 31, 2022, the company had
availability under the company’s asset-based lending facility of
$606 million yielding total liquidity, including cash on hand, of
$638 million. The company expects to generate $120 million in cash
from operations during 2023. Even though the company
believes it has sufficient liquidity from these sources to
ultimately discharge the balance of the Term Loan B, the company is
pursuing the refinancing to take advantage of current market
conditions, which the company believes are relatively favorable for
a refinancing.”
Contact:Monica BroughtonVP, Investor Relations
& TreasuryMRC Global
Inc.Monica.Broughton@mrcglobal.com832-308-2847
About MRC Global Inc.
Headquartered in Houston, Texas, MRC Global
(NYSE: MRC) is the leading global distributor of pipe, valves,
fittings (PVF) and other infrastructure products and services to
diversified end-markets including the gas utilities, downstream,
industrial and energy transition, upstream production, and
midstream pipeline sectors. With over 100 years of experience, MRC
Global has provided customers with innovative supply chain
solutions, technical product expertise and a robust digital
platform from a worldwide network of 212 locations including valve
and engineering centers. The company’s unmatched quality assurance
program offers over 250,000 SKUs from over 10,000 suppliers,
simplifying the supply chain for approximately 10,000 customers.
Find out more at www.mrcglobal.com
This news release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. Words such as “believes,”
“will,” “would,” and similar expressions are intended to identify
forward-looking statements.
Statements about the company’s expectations
regarding its refinancing of its senior secured Term Loan B,
Cornell Capital’s lawsuit, the company’s expectation of having
sufficient sources of funds discharge its Term Loan and the
company’s expectations regarding its 2023 cash flow from operations
are not guarantees of future performance. These statements are
based on management’s expectations that involve a number of
business and legal risks and uncertainties, any of which could
cause actual results to differ materially from those expressed in
or implied by the forward-looking statements. These statements
involve known and unknown risks, uncertainties and other factors,
most of which are difficult to predict and many of which are beyond
MRC Global’s control, including the factors described in the
company’s SEC filings that may cause the company’s actual results
and performance to be materially different from any future results
or performance expressed or implied by these forward-looking
statements.
These risks and uncertainties include (among
others) the risk and uncertainty of litigation and risk of adverse
outcomes in connection therewith; decreases in capital and other
expenditure levels in the industries that the company serves; U.S.
and international general economic conditions; geopolitical events;
decreases in oil and natural gas prices; unexpected supply
shortages; loss of third-party transportation providers; cost
increases by the company’s suppliers and transportation providers;
increases in steel prices, which the company may be unable to pass
along to its customers which could significantly lower the
company’s profit; the company’s lack of long-term contracts with
most of its suppliers; suppliers’ price reductions of products that
the company sells, which could cause the value of its inventory to
decline; decreases in steel prices, which could significantly lower
the company’s profit; a decline in demand for certain of the
products the company distributes if tariffs and duties on these
products are imposed or lifted; holding more inventory than can be
sold in a commercial time frame; significant substitution of
renewables and low-carbon fuels for oil and gas, impacting demand
for the company’s products; risks related to adverse weather events
or natural disasters; environmental, health and safety laws and
regulations and the interpretation or implementation thereof;
changes in the company’s customer and product mix; the risk that
manufacturers of the products that the company distributes will
sell a substantial amount of goods directly to end users in the
industry sectors that the company serves; failure to operate the
company’s business in an efficient or optimized manner; the
company’s ability to compete successfully with other companies; the
company’s lack of long-term contracts with many of its customers
and the company’s lack of contracts with customers that require
minimum purchase volumes; inability to attract and retain employees
or the potential loss of key personnel; adverse health events, such
as a pandemic; interruption in the proper functioning of the
company’s information systems; the occurrence of cybersecurity
incidents; risks related to the company’s customers’
creditworthiness; the success of acquisition strategies; the
potential adverse effects associated with integrating acquisitions
and whether these acquisitions will yield their intended benefits;
impairment of the company’s goodwill or other intangible assets;
adverse changes in political or economic conditions in the
countries in which the company operates; the company’s significant
indebtedness; the dependence on the company’s subsidiaries for cash
to meet parent company obligations; changes in the company’s credit
profile; potential inability to obtain necessary capital; the
sufficiency of the company’s insurance policies to cover losses,
including liabilities arising from litigation; product liability
claims against the company; pending or future asbestos-related
claims against the company; exposure to U.S. and international laws
and regulations, regulating corruption, limiting imports or exports
or imposing economic sanctions; risks relating to ongoing
evaluations of internal controls required by Section 404 of the
Sarbanes-Oxley Act; and risks related to changing laws and
regulations including trade policies and tariffs.
For a discussion of key risk factors, please see
the risk factors disclosed in the company’s SEC filings, which are
available on the SEC’s website at www.sec.gov and on the company’s
website, www.mrcglobal.com. MRC Global’s filings and other
important information are also available on the "Investors" page of
the company’s website at www.mrcglobal.com.
Undue reliance should not be placed on the
company’s forward-looking statements. Although forward-looking
statements reflect the company’s good faith beliefs, reliance
should not be placed on forward-looking statements because they
involve known and unknown risks, uncertainties and other factors,
which may cause the company’s actual results, performance or
achievements or future events to differ materially from anticipated
future results, performance or achievements or future events
expressed or implied by such forward-looking statements. The
company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, changed circumstances or otherwise, except to the
extent required by law.
MRC Global (NYSE:MRC)
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