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: July 12, 2011
Date of earliest event reported: July 11, 2011

MCJUNKIN RED MAN HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		333-153091 (Commission File Number)		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)

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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		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 July 11, 2011, McJunkin Red Man Holding Corporation (the “Company”) issued a press release announcing the commencement of an 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

Exhibit No.		Description
99.1		Press Release date July 11, 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: July 12, 2011

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release date July 11, 2011.

Exhibit 99.1

Press Release

FOR IMMEDIATE RELEASE

July 11, 2011

MCJUNKIN RED MAN CORPORATION ANNOUNCES EXCHANGE OFFER FOR ITS 9.50% SENIOR SECURED NOTES DUE 2016

Houston, Texas— McJunkin Red Man Corporation (MRC) today announced that it is offering to exchange up to $1.05 billion of its outstanding 9.50% Senior Secured Notes due 2016 (the “Outstanding Notes”) for up to $1.05 billion of its new 9.50% Senior Secured Notes due 2016 (the “Exchange Notes” and, together with the Outstanding Notes, the “Notes”) that have been registered under the Securities Act of 1933, as amended. The exchange offer is being conducted pursuant to the terms of the Outstanding Notes.

The terms of the Exchange Notes to be issued in the exchange offer are substantially identical to those of the Outstanding Notes, except that the Exchange Notes will not have securities law transfer restrictions and are not entitled to certain registration rights relating to the Outstanding Notes and the Exchange Notes and will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer.

The exchange offer will expire at midnight, New York City time on August 9, 2011, unless extended by MRC. Valid tenders of the Outstanding Notes must be made, and may be withdrawn at any time, before the exchange offer expires.

U.S. Bank National Association, the trustee under the indenture governing the Notes, is serving as the exchange agent in connection with the exchange offer. Persons with questions regarding the exchange offer should contact U.S. Bank National Association at (800) 934-6802. Requests for documents relating to the exchange offer should be directed to U.S. Bank National Association.

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.

Press Release

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 Company’s business strategy, it industry, its future profitability, growth in the Company’s various markets and the Company’s expectations, beliefs, plans, strategies, objectives, prospectus and 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 management’s 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 Company’s 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 Company’s forward-looking statements. Although forward-looking statements reflect the Company’s 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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