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United States securities and exchange commission logo
March 25, 2024
Arnaud Ajdler
Managing Member
Engine Capital, L.P.
1345 Avenue of the Americas, 33rd Floor
New York, New York 10105
Re: Engine Capital,
L.P.
MRC Global Inc.
PREC14A filed by
Engine Capital, L.P.
Filed March 19,
2024
File No. 001-35479
Dear Arnaud Ajdler:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
PREC14A filed by Engine Capital, L.P.
Letter to MRC Stockholders, page 2
1. We note the following
assertion in the Letter to MRC Stockholders: "MRC is likely to
generate hundreds of
millions of dollars in the next few years..." Statements regarding
future value may
violate Rule 14a-9, absent sufficient support and specificity. See the
Note to Rule 14a-9.
Revise to express as an opinion, to specify what is meant by "the next
few years," and to
explain the basis for your belief and whether you are referring to
profits, revenues, etc.
Alternatively, please delete.
Reasons for the Solicitation, page 9
2. In the chart under the
heading "MRC Has Consistently Underperformed DNOW and the
Broader Market," we
note that you state DNOW Total Shareholder Return (since IPO) as
"NA." Please explain
why this information is not applicable or clarify what "NA"
Arnaud Ajdler
FirstName LastNameArnaud Ajdler
Engine Capital, L.P.
Comapany
March NameEngine Capital, L.P.
25, 2024
March2 25, 2024 Page 2
Page
FirstName LastName
means. Additionally, please identify the source of the information
used in the chart or
explain how the numbers were calculated.
Proposal I - Election of Directors, page 13
3. We note your statement on page 14 that Schedule I includes Company
securities purchase
and sale information for "certain of the Participants." Item 5(b)(1)
of Schedule 14A
requires that this information must be provided for all participants,
please revise
accordingly.
4. Revise to identify the six Unopposed Company Nominees and to explain
why you do not
oppose them.
5. Refer to the disclosure in the second paragraph on page 16. Revise to
clarify under what
circumstances you could substitute or increase the number of your
nominees, consistent
with the requirements of the Company's advance noticebylaw provisions
and notice
provisions under the proxy rules.
Voting and Proxy Procedures, page 22
6. Expand to state how a signed but unmarked proxy will be voted.
Solicitation of Proxies, page 26
7. Your disclosure states that the solicitation of proxies will be made
by, among other
people, certain employees of Engine. Please describe the class or
classes of employees to
be so employed, and the manner and nature of their employment for such
purpose. Refer
to Item 4(b)(2) of Schedule 14A.
Stockholder Proposals, page 28
8. Refer to Rule 14a-5(e)(4) and CDI 139.03 under "Proxy Rules and
Schedule
14A," available on our Web site. Consider whether you must expand the
disclosure here
to reference the information required by Rule 14a-19(b).
Certain Additional Information, page 29
9. Revise to specifically cite to the information you are referencing
that appears in the
Company's proxy statement, rather than citing to specific items "among
other things."
General
10. Please fill in the blanks throughout the proxy statement, including as
to the names of the
Company nominees you oppose. Information subject to change may remain
in brackets.
11. Please ensure that all statements of opinion or belief in the proxy
statement (for example,
statements that you have "legitimate concerns about lacking boardroom
experience" or it
is "difficult for stockholders to keep management and the Board
accountable for progress
Arnaud Ajdler
Engine Capital, L.P.
March 25, 2024
Page 3
toward long-term goals") are characterized as such, and supported by a
reasonable factual
basis included in the proxy statement. Please revise generally
throughout the disclosure
document and in future filings.
12. See our last comment. Where citations are included for supporting
material, provide
enough detail to allow shareholders to be able to access and evaluate
those materials. For
example, revise the cites to "Per CapitalIQ" in several places to be
more specific.
Form of Proxy, page 43
13. Revise the form of proxy to clarify how signed but completely unmarked
proxies will be
voted. See Rule 14a-19(e)(7).
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Laura McKenzie at 202-551-4568 or
Christina Chalk at
(202) 551-3263.
FirstName LastNameArnaud Ajdler Sincerely,
Comapany NameEngine Capital, L.P.
Division of
Corporation Finance
March 25, 2024 Page 3 Office of Mergers
& Acquisitions
FirstName LastName