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 (Date of earliest event reported): November 12, 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 8.01 | Other Events |
On November 12, 2012, MRC Global Inc. (the “Company”) issued a press release announcing that the underwriters of the offering by PVF Holdings LLC, the Company’s majority stockholder, of 20 million shares of the Company’s common stock, exercised in full their option to purchase an additional 3 million shares from PVF Holdings.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| 99.1 | Press release dated November 12, 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: November 13, 2012
| MRC GLOBAL INC. | ||
| By: | /s/ Daniel J. Churay | |
| Daniel J. Churay | ||
| Executive Vice President, General Counsel and Secretary | ||
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INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press release dated November 12, 2012 | |
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Exhibit 99.1
|
Contacts: | |
|
James E. Braun, EVP & Chief Financial Officer MRC Global Inc. Jim.Braun@mrcpvf.com 832-308-2845 | ||
|
Ken Dennard, Managing Partner DRG&L ksdennard@drg-l.com 713-529-6600 |
MRC GLOBAL INC. ANNOUNCES FULL EXERCISE OF UNDERWRITERS’ OPTION TO PURCHASE ADDITIONAL SHARES
HOUSTON, TX – NOVEMBER 12, 2012 – MRC Global Inc. (NYSE:MRC) announced today that the underwriters of the offering by PVF Holdings LLC, the company’s majority stockholder, of 20 million shares of the company’s common stock, exercised in full their option to purchase an additional 3 million shares from PVF Holdings. All shares sold in the offering are being sold at a price of $22.00 per share. Closing of the sale of all the shares sold in the offering is expected to occur on November 15, 2012. The company will not receive any of the proceeds of the offering.
Goldman, Sachs & Co. and Barclays are serving as joint-bookrunning managers for the offering. BofA Merrill Lynch, Baird and Wells Fargo Securities are serving as lead managers. Stephens Inc., Raymond James, KeyBanc Capital Markets and William Blair are serving as co-managers.
A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission. The offering is being made only by means of a prospectus and related prospectus supplement, copies of which may be obtained from:
Goldman, Sachs & Co.
Attn: Prospectus Department
200 West Street, New York, NY 10282
Telephone: 866-471-2526
Email: prospectus-ny@ny.email.gs.com
Barclays
c/o Broadridge Financial Solutions
1155 Long Island Ave.
Edgewood, NY 11717
Telephone: 888-603-5847
Email: barclaysprospectus@broadridge.com
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.
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