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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: October 18, 2011
Date of earliest event reported: October 17, 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) |
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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)) |
TABLE OF CONTENTS
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 17, 2011, McJunkin Red Man Holding Corporation (the Company) announced
the appointment of James E. Braun to serve as the Companys Executive Vice President and Chief
Financial Officer and the appointment of James F. Underhill to serve as the Companys Executive
Vice President and Chief Operating Officer North America, effective November 15, 2011.
Prior to joining the Company, Mr. Braun, age 52, served as Chief Financial Officer of Newpark
Resources, Inc. since 2006. Newpark provides drilling fluids and other products and services to
the oil and gas exploration and production industry, both inside and outside of the U.S. Before
joining Newpark, Mr. Braun was Chief Financial Officer, of Baker Oil Tools, one of the largest
divisions of Baker Hughes Incorporated, a leading provider of drilling, formation evaluation,
completion and production products and services to the worldwide oil and gas industry. From 1998
until 2002, he was Vice President, Finance and Administration, of Baker Petrolite, the oilfield
specialty chemical business division of Baker Hughes. Previously, he served as Vice President and
Controller of Baker Hughes, and he is a CPA, having formerly been a partner with Deloitte & Touche.
Mr. Braun received his Bachelors in Accounting from University of Illinois at Urbana-Champaign.
There are no family relationships between Mr. Braun 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. Braun, or any member of his immediate family, has a direct or
indirect material interest.
Mr. Braun will receive an annual base salary of $425,000 (Base Salary) and a one-time
signing bonus of $350,000 to be paid $100,000 on his start date and the remaining balance to be
paid in March 2012, offset by any payments he receives under the Companys annual incentive plan.
He is eligible to receive an annual incentive payment with a target award amount of 67% of his Base
Salary. Consistent with the annual incentive plan applicable to senior executives, the actual
award will be dependent upon the Company meeting certain defined goals each year. Mr. Braun will
receive an initial equity award in an amount equivalent to an award value of $3,000,000, in the
form of non-qualified stock options to be approved by the Compensation Committee of the Board of
Directors of the Company. The equity award will be made pursuant to a nonqualified stock option
agreement which will be substantially consistent with the Companys form of nonqualified stock
option agreement filed with the Companys Registration Statement on Form S-4 filed with the SEC on
March 24, 2011, which is incorporated herein by reference.
The Company expects to enter into an employment agreement with Mr. Braun, effective as of
November 1, 2011.
Mr. Underhill, age 56, has been the Companys Chief Financial Officer since 2007. He has
served in various finance roles since he joined the Company in 1980. He has also had primary
responsibility for acquisition and integration of over 30 businesses and has been involved in
numerous implementations of electronic customer solutions. He was the project manager for the
design, development and implementation of the companys IT operating system. Mr. Underhill
received his B.A. in accounting and economics from Lehigh University. Prior to joining the
Company, Mr. Underhill worked in the accounting firm of Main Hurdman (a predecessor to KPMG.).
A copy of the Companys press release announcing the appointment of Mr. Braun as the Companys
Executive Vice President and Chief Financial Officer and the appointment of Mr. Underhill as the
Companys Executive Vice President and Chief Operating Officer North America is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibit is being furnished as part of this report:
99.1 Press Release of McJunkin Red Man Holding Corporation dated October 17, 2011.
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SIGNATURES
Pursuant to the requirements of the indenture governing the senior secured notes due 2016, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: October 18, 2011
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MCJUNKIN RED MAN HOLDING CORPORATION
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By: |
/s/ Daniel J. Churay
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Daniel J. Churay |
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Executive Vice President and General Counsel |
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exv99w1
Exhibit 99.1
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Media Contact: Elaine Michael |
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Vice President Marketing |
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Elaine.Michael@mrcpvf.com |
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(304) 348-4936 |
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McJunkin Red Man Holding Corporation
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Investor Relations Contact: Will James |
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Vice President Corporate |
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Development & Investor Relations |
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Will.James@mrcpvf.com |
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(832) 308-2847 |
Press Release
FOR IMMEDIATE RELEASE
October 17, 2011
MCJUNKIN RED MAN HOLDING CORPORATION ANNOUNCES THE
APPOINTMENT OF JAMES UNDERHILL AS CHIEF OPERATING OFFICER
NORTH AMERICA AND JAMES BRAUN AS CHIEF FINANCIAL OFFICER
Houston, Texas McJunkin Red Man Holding Corporation (MRC) today announced that it has
appointed James F. Underhill as Executive Vice President and Chief Operating Officer North
America and James E. Braun as Executive Vice President and Chief Financial Officer. Both
appointments become effective as of November 15, 2011. Braun is expected to begin employment with
MRC in a transitional role on November 1, 2011 as Executive Vice President.
In his role of Chief Operating Officer North America, Underhill will be responsible for all of
MRCs U.S. and Canadian operations, including the overall performance of our North American
segment, the implementation and integration of any acquisitions in the region and the continued
development of MRCs IT ERP platform. Scott Hutchinson, Executive Vice President North America
Operations will report to Underhill. Braun will replace Underhill as MRCs Chief Financial
Officer. Both Braun and Underhill will report directly to Andrew Lane, MRC Chairman, President &
CEO.
Braun has served as Chief Financial Officer of Newpark Resources, Inc. (NYSE: NR) since 2006.
Newpark provides drilling fluids and other products and services to the oil and gas exploration and
production industry, both inside and outside of the U.S. Before joining Newpark, Braun was Chief
Financial Officer, of Baker Oil Tools, one of the largest divisions of Baker Hughes Incorporated, a
leading provider of drilling, formation evaluation, completion and production products and services
to the worldwide oil and gas industry. From 1998 until 2002, he was Vice President, Finance and
Administration, of Baker Petrolite, the oilfield specialty chemical business division of Baker
Hughes. Previously, he served as Vice President and
Controller of Baker Hughes, and he is a CPA,
having formerly been a partner with Deloitte & Touche. Braun received his Bachelors in Accounting
from University of Illinois at Urbana-Champaign.
We are very excited to have Jim Braun join our team at MRC, said Andrew Lane, MRC Chairman,
President & CEO. His years of experience in the energy industry, his financial market, public
accounting and public company expertise as well as his knowledge of international operations bring
a valuable combination of skills to our company. We look forward to his contributions.
We are also extremely pleased that Jim Underhill is assuming his new role, Lane stated further.
Jims deep intimate knowledge of our systems and operations and his key role in growing the
company for over 30 years make him the ideal person to lead our core North American operations.
Underhill has been MRCs Chief Financial Officer since 2007. He has served in various finance
roles since he joined the company in 1980. He has also had primary responsibility for acquisition
and integration of over 30 businesses and has been involved in numerous implementations of
electronic customer solutions. He was the project manager for the design, development and
implementation of the companys IT operating system. Underhill received his B.A. in accounting and
economics from Lehigh University. Prior to joining the company, Underhill worked in the accounting
firm of Main Hurdman (a predecessor to KPMG.)
More About MRC
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 its website at www.mrcpvf.com.
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