Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-173037
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 23, 2012)
MCJUNKIN RED MAN CORPORATION
$1,050,000,000
9.50% Senior Secured Notes due December 15, 2016
Attached hereto and incorporated by reference herein is our Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 24, 2012. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, dated April 23, 2012, with respect to the 9.50% Senior Secured Notes due December 15, 2016, including any amendments or supplements thereto.
INVESTING IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 13 OF THE PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN THE NOTES.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
This prospectus has been prepared for and will be used by Goldman, Sachs & Co. in connection with offers and sales of the notes in market-making transactions. These transactions may occur in the open market or may be privately negotiated at prices related to prevailing market prices at the time of sales or at negotiated prices. Goldman, Sachs & Co. may act as principal or agent in these transactions. We will not receive any proceeds of such sales.
GOLDMAN, SACHS & CO.
August 24, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 24, 2012
Date of earliest event reported: August 21, 2012
MRC GLOBAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35479 | 20-5956993 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
2 Houston Center, 909 Fannin, Suite 3100,
Houston, TX 77010
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including area code: (877) 294-7574
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 21, 2012, MRC Global Inc. (the “Company”) announced the appointment of Alan H. Colonna to serve as the Company’s Executive Vice President of Business Development and Supply Chain Management and the appointments of Rory M. Isaac and Gary A. Ittner to serve as the Company’s Executive Vice Presidents of Corporate Strategy and Mergers & Acquisitions, effective September 1, 2012.
Mr. Colonna, age 54, who joined the Company in 1984, has served as Senior Regional Vice President – Gulf Coast since January 2009. Prior to that, he was the Senior Regional Vice President – Western region from 2007 to 2009 and the Regional Vice President – Western region from 2000 to 2007. He received a B.A. in Liberal Arts from Cal Poly San Luis Obispo, California.
There are no family relationships between Mr. Colonna and any other director or executive officer of the Company, or with any person selected to become an officer or a director of the Company. The Company has had no transactions since the beginning of its last fiscal year, and has no transaction proposed, in which Mr. Colonna, or any member of his immediate family, has a direct or indirect material interest.
Mr. Isaac, age 62, has been the Company’s Executive Vice President Global Business Development since December 2008. From 2007 to 2008, he served as the Company’s Senior Corporate Vice President of Sales (focusing on downstream, industrials and natural gas utilities operations) since November 2007. From 2000 to 2007 he served as the Company’s Senior Vice President—National Accounts, Utilities and Marketing. From 1995 to 2000 he served as the Company’s Senior Vice President—National Accounts. Mr. Isaac joined the Company in 1981. He has extensive experience in sales, customer relations and management and has served at the Company as a branch manager, regional manager and regional vice president. In 1995 he began working in the Company’s corporate office in Charleston, West Virginia as Senior Vice President for national accounts, where he was responsible for managing and growing our national accounts customer base and directing business development efforts into integrated supply markets. Prior to joining the Company, Mr. Isaac worked at Consolidated Services, Inc. and Charleston Supply Company. Mr. Isaac attended the Citadel.
Mr. Ittner, age 60, has been the Company’s Executive Vice President Global Supply Chain Management since May 2012. From September 2010 to May 2012 he served as the Company’s Executive Vice President and Chief Administrative Officer since September 2010. Prior to that, he served as the Company’s Executive Vice President—Supply Chain Management since January 2008. Prior to that, he had served as our Senior Corporate Vice President of supply chain management since February 2007, having specific responsibility for the procurement of all industrial valves, automation, fittings and alloy tubular products. From March 2001 to November 2007, he served as our Senior Corporate Vice President of supply chain management. Before joining the supply chain management group, Mr. Ittner worked in various field positions including branch manager, regional manager and senior regional vice president. He is a past chairman of the executive committee of the American Supply Association’s Industrial Piping Division. Mr. Ittner began working at the Company in 1971 following his freshman year at the University of Cincinnati and joined the Company full-time following his graduation in 1974.
A copy of the Company’s press release announcing the appointment of Mr. Colonna as the Company’s Executive Vice President of Business Development and Supply Chain Management and the appointments of Messrs. Isaac and Ittner as the Company’s Executive Vice Presidents of Corporate Strategy and Mergers & Acquisitions is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
Exhibits
The following exhibit is being furnished as part of this report:
| 99.1 | Press Release of MRC Global Inc. dated August 21, 2012. |
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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: August 24, 2012
| MRC GLOBAL INC. | ||
| By: | /s/ Daniel J. Churay | |
| Daniel J. Churay | ||
| Executive Vice President – Corporate Affairs, General Counsel and Corporate Secretary | ||
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INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Press Release of MRC Global Inc. dated August 21, 2012. | |
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Exhibit 99.1
|
FOR IMMEDIATE RELEASE |
Contacts: James E. Braun, Executive Vice President and Chief Financial Officer MRC Global Inc. Jim.Braun@mrcpvf.com 832-308-2845
Ken Dennard, Managing Partner Dennard Rupp Gray & Lascar, LLC ksdennard@drg-l.com 713-529-6600 |
MRC GLOBAL ANNOUNCES EXECUTIVE
MANAGEMENT CHANGES AND PROMOTIONS
Houston, TX – August 21, 2012 – MRC Global Inc. (NYSE: MRC), the largest global distributor, based on sales, of pipe, valves and fittings (PVF) and related products and services to the energy and industrial sectors, today announced that it is combining its Business Development and Supply Chain management into one group. Alan Colonna has been promoted to Executive Vice President to lead the combined group, which will focus on excellence in buying and selling MRC products. Mr. Colonna will report to Andrew Lane, MRC’s Chairman, President and CEO.
Alan Colonna, who joined MRC Global in 1984, has served as Senior Regional Vice President – Gulf Coast since January 2009. Prior to that, he was the Senior Regional Vice President – Western region from 2007 to 2009 and the Regional Vice President – Western region from 2000 to 2007. He received a B.A. in Liberal Arts from Cal Poly San Luis Obispo, California.
The Company also named Rory Isaac and Gary Ittner Executive Vice Presidents of Corporate Strategy and Mergers & Acquisitions, and both will lead the Company’s corporate strategy and merger and acquisition efforts. All of the executive changes become effective September 1, 2012.
Andrew Lane, stated, “As we continue to grow and expand both in North America and internationally, it is important that our executive management team remains aligned with our evolving business model, and these management changes help accomplish that goal. MRC plays a critical role in the complex, technical global energy supply chain, and we must continue to develop our long-term partnerships with our key customers and suppliers. We are extremely pleased to have the benefit of Alan’s leadership and expertise as we continue to focus on our customers and strengthen our business development and supply chain procedures.
“Additionally, Rory and Gary will utilize their combined 75 years of MRC Global experience to lead our long-term strategic development and acquisition efforts, as well as to build upon our current customer and supplier relationships and recent global contracts to position us for future global PVF agreements,” concluded Mr. Lane.
About MRC Global Inc.
Headquartered in Houston, Texas, MRC, a Fortune 500 company, is the largest global distributor, based on sales, of pipe, valves and fittings (PVF) and related products and services to the energy and industrial sectors and supplies these products and services across each of the upstream, midstream and downstream sectors.
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