The following are example matters where Dan Churay was lead counsel working with company management or boards and, where appropriate, outside counsel:

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• MRC Global's 2025 merger with DNOW Inc. to create a premier industrial distributor for energy and industrial customers with an enterprise value in excess of $3B

• MRC Global's 2024 settlement with activist investor, Engine Capital, to add one director to MRC Global's board

• Guiding MRC Global through disclosure and correction of a 2024 material weakness in the operating effectiveness of an inventory accounting control without a restatement

• MRC Global's retirement of two Board chairs, and board refreshment and new board member on-boarding as multiple directors retired

• MRC Global's hiring of new CEO in 2021 to replace the retiring CEO, including negotiation of compensation arrangements, employment agreement and equity awards

• Led MRC Global's actions to address the COVID-19 pandemic, including safety protocols, operating processes and responding to changing legal requirements

• 2018 restructuring of EV Energy Partners with subsequent sale of oil and gas properties

• MRC Global's deleveraging following a severe downturn in its oil and gas customers' markets, including the issuance of $363M in perpetual convertible preferred stock and renegotiation of Term Loan B and a global asset based lending facility

• MRC Global's 2012 $477M IPO and $1.8B in three subsequent follow on offerings where private equity sponsor, an affiliate of Goldman Sachs, exited its investment

• Design of executive compensation programs for Yellow Corporation, Shanghai Jing Jiang, Rex Energy and MRC Global, including design of annual bonus and equity compensation programs

• MRC Global's acquisitons in 2012-14 of eight industrial distributors on four continents

• Establishment of enterprise risk programs at Yellow Corporation and MRC Global

• In 2011, settlement of the largest class action in Rex Energy's history pertaining to oil and gas lease terms

• In 2009-11, Mr. Churay acted as chief restructuring officer of Yellow Corporation (YRC Worldwide) to achieve significant restructuring actions outside of bankruptcy court to address 2008/09 “Great Recession”:

  • Negotiated over $2B in annual wage concessions with the International Brotherhood of Teamsters

  • Accomplished legal and labor aspects of merging the company’s two national transportation networks into one network

  • Completed multiple amendments of $1.5B in credit facilities and execution of $280M in sale leasebacks

  • Positioned potential legislation and DOL rulings to avoid minimum funding requirements for multi-employer pension funds

  • Negotiated legal and commercial aspects of equitization of convertible notes with bondholders

  • Negotiated reduced pension fund contributions with over 20 multi-employer, union pension funds

  • Negotiated reduced collateral requirements with state insurance agencies to provide liquidity

  • On boarded seven new board members

• Yellow Corporation's acquisitions in 2003 of Roadway Express (EV $1.1B+) and in 2007 of USF Corporation (EV $1.8B+)

• In 2004, led the Internal Audit function to implement Yellow Corporation's first SOX 404 internal controls over financial reporting (ICOFR)

• In 2004-05, Meridian IQ's three acquisitions on three continents to create a global logistics network

• The formation of WesternGeco in 2000, a joint venture between Baker Hughes and Schlumberger, spanning 40 countries with a value of around $3B, including the successful regulatory review in the U.S. Department of Justice and the European Union

• In 2000, Mr. Churay advised on an SEC investigation arising from the self-report of a "books and records" violation of the FCPA

• In 1999 and 2000, Mr. Churay advised the board of Baker Hughes through two CEO transitions.

• Baker Hughes licensing and implementation of a new SAP ERP system

• Mr. Churay advised Baker Hughes on the discovery of a computer system driven accounting misstatement that was discovered between the signing and closing of a bond offering, including addressing issues with the SEC and unwinding the bond transaction with no significant damages to any party

• Continental Airlines' sale of its System One computerized reservation system to Amedeus (a consortium of Air France, Lufthansa and Iberia Airlines), which included a re-negotiation of IT outsourcing contracts with Electronic Data Systems, in a transaction with a value in excess of $1B

• Service Corporation International's public offering of $623M in debt and equity securities

• IPO of American Funeral Services Corporation in 1992

• Over 100 acquisitions, mergers, divestitures and joint ventures on five continents in around 40 countries throughout Mr. Churay's career

• Over 20 major banking transactions, including Term Loans B, ABL and ABS facilities, local facilities, interest, currency and commodity swaps and commerical paper facilties through Mr. Churay's career

• Over 20 major private and public debt and equity offerings throughout Mr. Churay's career