e424b3
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-173037
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 11, 2011)
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 10, 2011. This Prospectus Supplement is not
complete without, and may not be delivered or utilized except in connection with, the Prospectus,
dated July 11, 2011, 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 11
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 10, 2011
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 10, 2011
Date of earliest event reported: August 10, 2011
MCJUNKIN RED MAN HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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333-153091
(Commission File Number)
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20-5956993
(I.R.S. Employer
Identification Number) |
2 Houston Center, 909
Fannin, Suite 3100,
Houston, TX 77010
(Address of principal
executive offices,
including zip code)
Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 8.01 Other Events.
On August 10, 2011, McJunkin Red Man Holding Corporation (the Company) issued a press release
announcing the expiration of the exchange offer for all of the 9.50% Senior Secured Notes due 2016
of McJunkin Red Man Corporation, a copy of which is filed as Exhibit 99.1 hereto and incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits
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Exhibit No. |
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Description |
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99.1
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Press Release date August 10, 2011. |
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 10, 2011
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MCJUNKIN RED MAN HOLDING CORPORATION
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By: |
/s/ Andrew R. Lane
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Andrew R. Lane |
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Chairman, President and Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press Release dated August 10, 2011. |
Exhibit 99.1
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Investor Contact:
Cinda Bowling
Vice President Investor Relations
Cinda.Bowling@mrcpvf.com
(304) 348-5877 |
Press Release
FOR IMMEDIATE RELEASE
August 10, 2011
MCJUNKIN RED MAN CORPORATION ANNOUNCES EXPIRATION OF EXCHANGE
OFFER FOR ITS 9.50% SENIOR SECURED NOTES DUE 2016
Houston, Texas McJunkin Red Man Corporation (MRC) today announced the expiration of its
offer to exchange up to $1.05 billion of its outstanding 9.50% Senior Secured Notes due 2016 for up
to $1.05 billion of its new 9.50% Senior Secured Notes due 2016 that have been registered under the
Securities Act of 1933, as amended.
The exchange offer expired at midnight, New York City time on August 9, 2011. As of that time,
$1,049,850,000 in principal amount of the 9.50% Senior Secured Notes due 2016 has been tendered in
the exchange offer. MRC will issue certificates for the registered 9.50% Senior Secured Notes due
2016 as soon as practicable.
Requests for a prospectus and a letter of transmittal in connection with the exchange offer for the
9.50% Senior Secured Notes due 2016 should be directed to the exchange agent, U.S. Bank National
Association at (800) 934-6802. This news release does not constitute an offer to sell or the
solicitation of an offer to buy securities. The exchange offer is being made only pursuant to a
prospectus and the related letter of transmittal and only to such persons and in such jurisdictions
as is permitted under applicable law.
About McJunkin Red Man Corporation
Headquartered in Houston, Texas, MRC is the largest global distributor of PVF and related products
and services to the energy and industrial sectors, based on sales, and supplies these products and
services across each of the upstream, midstream and downstream markets. More information about MRC
can be found on our website at www.mrcpvf.com.
This announcement contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, including, for example, statements about the Companys
business strategy, it industry, its future profitability, growth in the Companys various markets
and the Companys expectations, beliefs, plans, strategies, objectives, prospectus and
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Investor Contact:
Cinda Bowling
Vice President Investor Relations
Cinda.Bowling@mrcpvf.com
(304) 348-5877 |
assumptions.
These forward-looking statements are not guarantees of future performance. For these statements,
the Company claims the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995. These statements
are based on managements expectations that involve a number of business 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 that may cause the Companys actual results and performance to be materially
different from any future results or performance expressed or implied by these forward-looking
statements. For a discussion of key risk factors, please see the risk factors disclosed in the
prospectus.
Undue reliance should not be placed on the Companys forward-looking statements. Although
forward-looking statements reflect the Companys 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 our actual results, performance or achievements to differ materially from
anticipated future results, performance or achievements 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.
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