Delaware
|
1311 | 55-0229830 | ||
(State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Large accelerated
filer o
|
Accelerated filer o | |||
Non-accelerated
filer x
(Do not check if a smaller
reporting company)
|
Smaller reporting company o |
Title of Each Class |
Proposed Maximum |
Proposed Maximum |
||||||||||
of Securities to be |
Amount to be |
Offering Price |
Aggregate Offering |
Amount of |
||||||||
Registered | Registered | Per Note(1) | Price | Registration Fee | ||||||||
9.50% Senior Secured Notes due December 15, 2016
|
(1) | (1) | (1) | (1) | ||||||||
Guarantees of 9.50% Senior Secured Notes due
December 15, 2016
|
(2) | (2) | (2) | (2) | ||||||||
(1) | An indeterminate amount of securities are being registered hereby to be offered solely for market-making purposes by specified affiliates of the registrants. Pursuant to Rule 457(q) under the Securities Act of 1933, as amended, no filing fee is required. | |
(2) | No separate filing fee is required pursuant to Rule 457(n) under the Securities Act. |
State or Other |
Primary Standard |
|||||
Jurisdiction of |
Industrial |
I.R.S. Employer |
||||
Exact Name of Registrant Guarantor |
Incorporation or |
Classification Code |
Identification |
|||
as Specified in its Charter(1)
|
Organization | Number | Number | |||
GREENBRIER PETROLEUM CORPORATION
|
West Virginia | 1311 | 55-0566559 | |||
MCJUNKIN NIGERIA LIMITED
|
Delaware | 1311 | 55-0758030 | |||
MCJUNKIN-PUERTO RICO CORPORATION
|
Delaware | 1311 | 27-0094172 | |||
MCJUNKIN RED MAN DEVELOPMENT CORPORATION
|
Delaware | 1311 | 55-0825430 | |||
MCJUNKIN RED MAN HOLDING CORPORATION
|
Delaware | 1311 | 20-5956993 | |||
MCJUNKIN-WEST AFRICA CORPORATION
|
Delaware | 1311 | 20-4303835 | |||
MIDWAY-TRISTATE CORPORATION
|
New York | 1311 | 13-3503059 | |||
MILTON OIL & GAS COMPANY
|
West Virginia | 1311 | 55-0547779 | |||
MRC MANAGEMENT COMPANY
|
Delaware | 1311 | 26-1570465 | |||
RUFFNER REALTY COMPANY
|
West Virginia | 1311 | 55-0547777 | |||
THE SOUTH TEXAS SUPPLY COMPANY, INC.
|
Texas | 1311 | 74-2804317 |
(1) | The address for each of the additional registrant guarantors is c/o McJunkin Red Man Corporation, 2 Houston Center, 909 Fannin, Suite 3100, Houston, Texas 77010. |
Item 13. | Other Expenses of Issuance and Distribution. |
Expense
|
Amount | |||
Accounting fees and expenses
|
$ | 90,000 | ||
Legal fees and expenses
|
100,000 | |||
Printing and engraving expenses
|
40,000 | |||
Trustee fee
|
10,000 | |||
Miscellaneous expenses
|
10,000 | |||
Total
|
$ | 250,000 | ||
Item 14. | Indemnification of Directors and Officers. |
II-1
II-2
II-3
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
Exhibit Number
|
Description
|
|||
2 | .1* | Agreement and Plan of Merger, dated as of December 4, 2006, by and among McJunkin Corporation, McJ Holding Corporation and Hg Acquisition Corp. | ||
2 | .1.1* | McJunkin Contribution Agreement, dated as of December 4, 2006, by and among McJunkin Corporation, McJ Holding LLC and certain shareholders of McJunkin Corporation. | ||
2 | .1.2* | McApple Contribution Agreement, dated as of December 4, 2006, among McJunkin Corporation, McJ Holding LLC and certain shareholders of McJunkin Appalachian Oilfield Supply Company. | ||
2 | .2* | Stock Purchase Agreement, dated as of April 5, 2007, by and between McJunkin Development Corporation, Midway-Tristate Corporation and the other parties thereto. | ||
2 | .2.1* | Assignment Agreement, dated as of April 27, 2007, by and among McJunkin Development Corporation, McJunkin Appalachian Oilfield Supply Company, Midway-Tristate Corporation, and John A. Selzer, as Representative of the Shareholders. | ||
2 | .3* | Stock Purchase Agreement, dated as of July 6, 2007, by and among West Oklahoma PVF Company, Red Man Pipe & Supply Co., the Shareholders listed on Schedule 1 thereto, PVF Holdings LLC, and Craig Ketchum, as Representative of the Shareholders. |
II-4
Exhibit Number
|
Description
|
|||
2 | .3.1* | Contribution Agreement, dated July 6, 2007, by and among McJ Holding LLC and certain shareholders of Red Man Pipe & Supply Co. | ||
2 | .3.2* | Amendment No. 1 to Stock Purchase Agreement, dated as of October 24, 2007, by and among West Oklahoma PVF Company, Red Man Pipe & Supply Co., and Craig Ketchum, as Representative of the Shareholders. | ||
2 | .3.3* | Joinder Agreement and Amendment No. 2 to the Stock Purchase Agreement, dated as of October 31, 2007, by and among West Oklahoma PVF Company, Red Man Pipe & Supply Co., PVF Holdings LLC, Craig Ketchum, as Representative of the Shareholders, and the other parties thereto. | ||
3 | .1*** | Certificate of Incorporation of McJunkin Red Man Corporation. | ||
3 | .2*** | Bylaws of McJunkin Red Man Corporation. | ||
3 | .3*** | Certificate of Incorporation of McJunkin Red Man Holding Corporation. | ||
3 | .4*** | Bylaws of McJunkin Red Man Holding Corporation. | ||
3 | .5*** | Certificate of Incorporation of McJunkin Red Man Development Corporation. | ||
3 | .6*** | Bylaws of McJunkin Red Man Development Corporation. | ||
3 | .7*** | Certificate of Incorporation of McJunkin Nigeria Limited. | ||
3 | .8*** | Bylaws of McJunkin Nigeria Limited. | ||
3 | .9*** | Certificate of Incorporation of McJunkin-Puerto Rico Corporation. | ||
3 | .10*** | Bylaws of McJunkin-Puerto Rico Corporation. | ||
3 | .11*** | Certificate of Incorporation of McJunkin-West Africa Corporation. | ||
3 | .12*** | Bylaws of McJunkin-West Africa Corporation. | ||
3 | .13*** | Certificate of Incorporation of Milton Oil & Gas Company. | ||
3 | .14*** | Bylaws of Milton Oil & Gas Company. | ||
3 | .15*** | Certificate of Incorporation of Ruffner Realty Company. | ||
3 | .16*** | Bylaws of Ruffner Realty Company. | ||
3 | .17*** | Certificate of Incorporation of Greenbrier Petroleum Corporation. | ||
3 | .18*** | Bylaws of Greenbrier Petroleum Corporation. | ||
3 | .19*** | Certificate of Incorporation of Midway-Tristate Corporation. | ||
3 | .20*** | Bylaws of Midway-Tristate Corporation. | ||
3 | .21*** | Certificate of Incorporation of MRC Management Company. | ||
3 | .22*** | Bylaws of MRC Management Company. | ||
3 | .23*** | Certificate of Incorporation of The South Texas Supply Company, Inc. | ||
3 | .24*** | Bylaws of The South Texas Supply Company, Inc. | ||
4 | .1*** | Indenture, dated as of December 21, 2009, by and among McJunkin Red Man Corporation, the guarantors named therein and U.S. Bank National Association, as trustee. | ||
4 | .2*** | Form of 9.50% Senior Secured Notes due December 15, 2016 (included as part of Exhibit 4.1 above). | ||
4 | .3*** | Exchange and Registration Rights Agreement, dated as of December 21, 2009, by and among McJunkin Red Man Corporation, McJunkin Red Man Holding Corporation, the subsidiary guarantors party thereto, Goldman, Sachs & Co., Barclays Capital Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. | ||
4 | .4*** | Exchange and Registration Rights Agreement, dated as of February 11, 2010, by and among McJunkin Red Man Corporation, McJunkin Red Man Holding Corporation, the subsidiary guarantors party thereto, Goldman, Sachs & Co. and Barclays Capital Inc. | ||
4 | .5*** | Reaffirmation Agreement, dated as of February 11, 2010, by and among McJunkin Red Man Corporation, McJunkin Red Man Holding Corporation, the subsidiary guarantors party thereto, and U.S. Bank National Association, as collateral trustee. |
II-5
Exhibit Number
|
Description
|
|||
5 | .1 | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP. | ||
5 | .2 | Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre L.L.P. | ||
5 | .3 | Opinion of Bowles Rice McDavid Graff & Love LLP. | ||
10 | .1.1* | Revolving Loan Credit Agreement, dated as of October 31, 2007, by and among McJunkin Red Man Corporation and the other parties thereto. | ||
10 | .1.2* | Joinder Agreement, dated as of June 10, 2008, by and among The Huntington National Bank, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.3* | Joinder Agreement, dated as of June 10, 2008, by and among JP Morgan Chase Bank, N.A., McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.4* | Joinder Agreement, dated as of June 10, 2008, by and among TD Bank, N.A., McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.5* | Joinder Agreement, dated as of June 10, 2008, by and among United Bank Inc., McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.6** | Joinder Agreement, dated as of October 3, 2008, by and among Raymond James Bank, FSB, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.7** | Joinder Purchase Agreement, dated as of October 3, 2008, by and among Raymond James Bank, FSB, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.8** | Joinder Agreement, dated as of October 16, 2008, by and among SunTrust Bank, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.9** | Joinder Purchase Agreement, dated as of October 16, 2008, by and among SunTrust Bank, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.10*** | Joinder Agreement, dated as of January 2, 2009, by and among Barclays Bank PLC, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.11*** | Joinder Purchase Agreement, dated as of January 2, 2009, by and among Barclays Bank PLC, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.12*** | Amendment No. 1, dated as of December 21, 2009, to the Revolving Loan Credit Agreement, by and among McJunkin Red Man Corporation and the other parties thereto. | ||
10 | .2.1* | Revolving Loan Security Agreement, dated as of October 31, 2007, by and among McJunkin Red Man Corporation and the other parties thereto. | ||
10 | .2.2*** | Supplement No. 1 to Revolving Loan Security Agreement, dated as of December 31, 2007. | ||
10 | .2.3*** | Supplement No. 2 to Revolving Loan Security Agreement, dated as of October 16, 2008. | ||
10 | .3.1*** | Revolving Loan Guarantee, dated as of October 31, 2007. | ||
10 | .3.2*** | Supplement No. 1 to Revolving Loan Guarantee, dated as of December 31, 2007. | ||
10 | .3.3*** | Supplement No. 2 to Revolving Loan Guarantee, dated as of October 16, 2008. | ||
10 | .4*** | Amended and Restated Loan and Security Agreement, dated as of November 18, 2009, by and among Midfield Supply ULC and the other parties thereto. | ||
10 | .5*** | Amended and Restated Letter Agreement, dated as of November 13, 2009, by and between Alberta Treasury Branches and Midfield Supply ULC. | ||
10 | .6*** | Revolving Facility Agreement, dated September 17, 2010, between MRC Transmark Holdings UK Limited, HSBC Bank plc and the other parties thereto. | ||
10 | .7* | Employment Agreement, dated as of September 10, 2008, by and among McJunkin Red Man Holding Corporation and Andrew R. Lane. | ||
10 | .7.1*** | Amendment to Employment Agreement by and among McJunkin Red Man Holding Corporation and Andrew R. Lane, dated February 23, 2011. | ||
10 | .8*** | Amended and Restated Employment Agreement, dated as of December 31, 2009, by and among McJunkin Red Man Holding Corporation and James Underhill. |
II-6
Exhibit Number
|
Description
|
|||
10 | .8.1*** | Amendment to Employment Agreement by and among McJunkin Red Man Holding Corporation and James Underhill, dated February 23, 2011. | ||
10 | .9.1*** | Form of McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement (Director Grant May 2010 Dutch residents). | ||
10 | .9.2*** | Form of McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement (Director Grant May 2010 US residents). | ||
10 | .10.1*** | Employment Agreement, dated as of September 10, 2009, by and between Transmark Fcx Limited and Neil P. Wagstaff. | ||
10 | .10.2*** | Amendment to Employment Agreement by and between MRC Transmark Limited and Neil P. Wagstaff, dated February 23, 2011. | ||
10 | .11* | Letter Agreement, dated as of September 24, 2008, by and among H.B. Wehrle, III, PVF Holdings LLC and McJunkin Red Man Corporation. | ||
10 | .12*** | Letter Agreement, dated as of December 22, 2008, by and among McJunkin Red Man Holding Corporation and Craig Ketchum. | ||
10 | .13.1*** | McJ Holding Corporation 2007 Stock Option Plan, as amended. | ||
10 | .13.2* | Form of McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement. | ||
10 | .14.1*** | McJ Holding Corporation 2007 Restricted Stock Plan, as amended. | ||
10 | .14.2* | Form of McJunkin Red Man Holding Corporation Restricted Stock Award Agreement. | ||
10 | .15.1* | McJunkin Red Man Holding Corporation 2007 Stock Option Plan (Canada). | ||
10 | .15.2* | Form of McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement (Canada) (for plan participants who are parties to non-competition agreements). | ||
10 | .15.3* | Form of McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement (Canada) (for plan participants who are not parties to non-competition agreements). | ||
10 | .16* | McJunkin Red Man Corporation Deferred Compensation Plan. | ||
10 | .17* | Indemnity Agreement, dated as of December 4, 2006, by and among McJunkin Red Man Holding Corporation, Hg Acquisition Corp., McJunkin Red Man Corporation, and certain shareholders of McJunkin Red Man Corporation named therein. | ||
10 | .18.1* | Management Stockholders Agreement, dated as of March 27, 2007, by and among PVF Holdings LLC, McJunkin Red Man Holding Corporation, and the other parties thereto. | ||
10 | .18.2* | Amendment No. 1 to the Management Stockholders Agreement, dated as of December 21, 2007, executed by PVF Holdings LLC. | ||
10 | .18.3* | Amendment No. 2 to the Management Stockholders Agreement, dated as of December 26, 2007, executed by PVF Holdings LLC. | ||
10 | .19*** | Amended and Restated Limited Liability Company Agreement of PVF Holdings LLC, dated as of October 31, 2007. | ||
10 | .20.1*** | Amendment No. 1, dated as of December 18, 2007, to the Amended and Restated Limited Liability Company Agreement of PVF Holdings LLC. | ||
10 | .20.2*** | Amendment No. 2, dated as of October 31, 2009, to the Amended and Restated Limited Liability Company Agreement of PVF Holdings LLC. | ||
10 | .21.1*** | Amended and Restated Registration Rights Agreement of PVF Holdings LLC, dated as of October 31, 2007. | ||
10 | .21.2*** | Amendment No. 1 to the Amended and Restated Registration Rights Agreement of PVF Holdings LLC, dated as of October 31, 2009. | ||
10 | .22* | Subscription Agreement, dated as of September 10, 2008, by and among McJunkin Red Man Holding Corporation, Andrew R. Lane, and PVF Holdings LLC. |
II-7
Exhibit Number
|
Description
|
|||
10 | .23.1* | McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement, dated as of September 10, 2008, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Andrew R. Lane. | ||
10 | .23.2*** | Amendment to the McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement, dated as of June 1, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Andrew R. Lane. | ||
10 | .23.3*** | Second Amendment to the McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement, dated as of September 10, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Andrew R. Lane. | ||
10 | .24.1*** | McJunkin Red Man Holding Corporation Restricted Stock Award Agreement, dated as of February 24, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Andrew R. Lane. | ||
10 | .24.2*** | Amendment to the McJunkin Red Man Holding Corporation Restricted Stock Award Agreement, dated as of June 1, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Andrew R. Lane. | ||
10 | .25*** | Subscription Agreement, dated as of October 3, 2008, by and among McJunkin Red Man Holding Corporation, Len Anthony, and PVF Holdings LLC. | ||
10 | .26.1*** | McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement, dated as of October 3, 2008, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Len Anthony. | ||
10 | .26.2*** | Amendment to the McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement, dated as of September 10, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Len Anthony. | ||
10 | .27*** | McJunkin Red Man Holding Corporation Restricted Stock Award Agreement, dated as of September 10, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Len Anthony. | ||
10 | .28*** | Subscription Agreement, dated as of October 30, 2009, by and among McJunkin Red Man Holding Corporation, John A. Perkins, and PVF Holdings LLC. | ||
10 | .29*** | McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement, dated as of December 3, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and John A. Perkins. | ||
10 | .30*** | Indemnification Agreement by and between the Company and Peter C. Boylan, III dated August 11, 2010. | ||
10 | .31*** | Loan, Security and Guarantee Agreement between McJunkin Red Man Corporation, Midfield Supply ULC and the other parties thereto. | ||
12 | .1*** | Computation of Ratio of Earnings to Fixed Charges. | ||
21 | .1*** | List of Subsidiaries of McJunkin Red Man Holding Corporation. | ||
23 | .1**** | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | ||
23 | .2 | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). | ||
23 | .3 | Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre L.L.P. (included in Exhibit 5.2). | ||
23 | .4 | Consent of Bowles Rice McDavid Graff & Love LLP (included in Exhibit 5.3). | ||
24 | .1**** | Powers of Attorney. | ||
25 | .1*** | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 with respect to the Indenture governing the 9.50% Senior Secured Notes due December 15, 2016. |
+ | To be filed by amendment. | |
* | Incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-1 of McJunkin Red Man Holding Corporation (No. 333-153091), filed with the SEC on September 26, 2008. |
II-8
** | Incorporated by reference to Amendment No. 2 to the Registration Statement on Form S-1 of McJunkin Red Man Holding Corporation (No. 333-153091), filed with the SEC on October 31, 2008. | |
*** | Incorporated by reference to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035). |
**** | Previously filed with Registration Statement on Form S-1 of McJunkin Red Man Corporation (No. 333-173037). |
| Management contract or compensatory plan or arrangement required to be posted as an exhibit to this report. |
Item 17. | Undertakings. |
II-9
II-10
By: |
/s/ Andrew
R. Lane
|
Signature
|
Title
|
Date
|
||||
/s/ Andrew
R. Lane Andrew R. Lane |
Chairman, President and Chief Executive Officer (Principal Executive Officer and Sole Director) | July 1, 2011 | ||||
/s/ James
F. Underhill James F. Underhill |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 1, 2011 | ||||
/s/ Elton
Bond Elton Bond |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 1, 2011 |
II-11
By: |
/s/ Andrew
R. Lane
|
Signature
|
Title
|
Date
|
||||
/s/ Andrew
R. Lane Andrew R. Lane |
Chairman, President and Chief Executive Officer (Principal Executive Officer) | July 1, 2011 | ||||
/s/ James
F. Underhill James F. Underhill |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 1, 2011 | ||||
/s/ Elton
Bond Elton Bond |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 1, 2011 | ||||
* Leonard M. Anthony |
Director | July 1, 2011 | ||||
* Rhys J. Best |
Director | July 1, 2011 | ||||
* Peter C. Boylan III |
Director | July 1, 2011 | ||||
* Henry Cornell |
Director | July 1, 2011 | ||||
* Christopher A.S. Crampton |
Director | July 1, 2011 | ||||
* John F. Daly |
Director | July 1, 2011 | ||||
* Craig Ketchum |
Director | July 1, 2011 |
II-12
Signature
|
Title
|
Date
|
||||
* Gerard P. Krans |
Director | July 1, 2011 | ||||
* Dr. Cornelis A. Linse |
Director | July 1, 2011 | ||||
* John A. Perkins |
Director | July 1, 2011 | ||||
* H.B. Wehrle, III |
Director | July 1, 2011 | ||||
* By:
/s/ Andrew
R. Lane Andrew
R. Lane,
Attorney-in-Fact |
II-13
By: |
/s/ Andrew
R. Lane
|
Signature
|
Title
|
Date
|
||||
/s/ Andrew
R. Lane Andrew R. Lane |
Chairman, President and Chief Executive Officer (Principal
Executive Officer and Sole Director) |
July 1, 2011 | ||||
/s/ James
F. Underhill James F. Underhill |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 1, 2011 | ||||
/s/ Elton
Bond Elton Bond |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 1, 2011 |
II-14
By: |
/s/ Andrew
R. Lane
|
Signature
|
Title
|
Date
|
||||
/s/ Andrew
R. Lane Andrew R. Lane |
Chairman, President and Chief Executive Officer (Principal Executive Officer and Sole Director) | July 1, 2011 | ||||
/s/ James
F. Underhill James F. Underhill |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 1, 2011 | ||||
/s/ Elton
Bond Elton Bond |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 1, 2011 |
II-15
By: |
/s/ Andrew
R. Lane
|
Signature
|
Title
|
Date
|
||||
/s/ Andrew
R. Lane Andrew R. Lane |
Chairman, President and Chief Executive Officer (Principal Executive Officer and Sole Director) | July 1, 2011 | ||||
/s/ James
F. Underhill James F. Underhill |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 1, 2011 | ||||
/s/ Elton
Bond Elton Bond |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 1, 2011 |
II-16
By: |
/s/ Andrew
R. Lane
|
Signature
|
Title
|
Date
|
||||
/s/ Andrew
R. Lane Andrew R. Lane |
Chairman, President and Chief Executive Officer (Principal Executive Officer and Sole Director) | July 1, 2011 | ||||
/s/ James
F. Underhill James F. Underhill |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 1, 2011 | ||||
/s/ Elton
Bond Elton Bond |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 1, 2011 |
II-17
By: |
/s/ Andrew
R. Lane
|
Signature
|
Title
|
Date
|
||||
/s/ Andrew
R. Lane Andrew R. Lane |
Chairman, President and Chief Executive Officer (Principal Executive Officer and Sole Director) | July 1, 2011 | ||||
/s/ James
F. Underhill James F. Underhill |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 1, 2011 | ||||
/s/ Elton
Bond Elton Bond |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 1, 2011 |
II-18
By: |
/s/ Andrew
R. Lane
|
Signature
|
Title
|
Date
|
||||
/s/ Andrew
R. Lane Andrew R. Lane |
Chairman, President and Chief Executive Officer (Principal Executive Officer and Sole Director) | July 1, 2011 | ||||
/s/ James
F. Underhill James F. Underhill |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 1, 2011 | ||||
/s/ Elton
Bond Elton Bond |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 1, 2011 |
II-19
By: |
/s/ Andrew
R. Lane
|
Signature
|
Title
|
Date
|
||||
/s/ Andrew
R. Lane Andrew R. Lane |
Chairman, President and Chief Executive Officer (Principal Executive Officer) and Sole Director | July 1, 2011 | ||||
/s/ James
F. Underhill James F. Underhill |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 1, 2011 | ||||
/s/ Elton
Bond Elton Bond |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 1, 2011 |
II-20
By: |
/s/ Andrew
R. Lane
|
Signature
|
Title
|
Date
|
||||
/s/ Andrew
R. Lane Andrew R. Lane |
Chairman, President and Chief Executive Officer (Principal Executive Officer) and Sole Director | July 1, 2011 | ||||
/s/ James
F. Underhill James F. Underhill |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 1, 2011 | ||||
/s/ Elton
Bond Elton Bond |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 1, 2011 |
II-21
By: |
/s/ Andrew
R. Lane
|
Signature
|
Title
|
Date
|
||||
/s/ Andrew
R. Lane Andrew R. Lane |
Chairman, President and Chief Executive Officer (Principal Executive Officer and Sole Director) | July 1, 2011 | ||||
/s/ James
F. Underhill James F. Underhill |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 1, 2011 | ||||
/s/ Elton
Bond Elton Bond |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 1, 2011 |
II-22
By: |
/s/ Andrew
R. Lane
|
Signature
|
Title
|
Date
|
||||
/s/ Andrew
R. Lane Andrew R. Lane |
Chairman, President and Chief Executive Officer (Principal Executive Officer and Sole Director) | July 1, 2011 | ||||
/s/ James
F. Underhill James F. Underhill |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 1, 2011 | ||||
/s/ Elton
Bond Elton Bond |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 1, 2011 |
II-23
Exhibit Number
|
Description
|
|||
2 | .1* | Agreement and Plan of Merger, dated as of December 4, 2006, by and among McJunkin Corporation, McJ Holding Corporation and Hg Acquisition Corp. | ||
2 | .1.1* | McJunkin Contribution Agreement, dated as of December 4, 2006, by and among McJunkin Corporation, McJ Holding LLC and certain shareholders of McJunkin Corporation. | ||
2 | .1.2* | McApple Contribution Agreement, dated as of December 4, 2006, among McJunkin Corporation, McJ Holding LLC and certain shareholders of McJunkin Appalachian Oilfield Supply Company. | ||
2 | .2* | Stock Purchase Agreement, dated as of April 5, 2007, by and between McJunkin Development Corporation, Midway-Tristate Corporation and the other parties thereto. | ||
2 | .2.1* | Assignment Agreement, dated as of April 27, 2007, by and among McJunkin Development Corporation, McJunkin Appalachian Oilfield Supply Company, Midway-Tristate Corporation, and John A. Selzer, as Representative of the Shareholders. | ||
2 | .3* | Stock Purchase Agreement, dated as of July 6, 2007, by and among West Oklahoma PVF Company, Red Man Pipe & Supply Co., the Shareholders listed on Schedule 1 thereto, PVF Holdings LLC, and Craig Ketchum, as Representative of the Shareholders. | ||
2 | .3.1* | Contribution Agreement, dated July 6, 2007, by and among McJ Holding LLC and certain shareholders of Red Man Pipe & Supply Co. | ||
2 | .3.2* | Amendment No. 1 to Stock Purchase Agreement, dated as of October 24, 2007, by and among West Oklahoma PVF Company, Red Man Pipe & Supply Co., and Craig Ketchum, as Representative of the Shareholders. | ||
2 | .3.3* | Joinder Agreement and Amendment No. 2 to the Stock Purchase Agreement, dated as of October 31, 2007, by and among West Oklahoma PVF Company, Red Man Pipe & Supply Co., PVF Holdings LLC, Craig Ketchum, as Representative of the Shareholders, and the other parties thereto. | ||
3 | .1*** | Certificate of Incorporation of McJunkin Red Man Corporation. | ||
3 | .2*** | Bylaws of McJunkin Red Man Corporation. | ||
3 | .3*** | Certificate of Incorporation of McJunkin Red Man Holding Corporation. | ||
3 | .4*** | Bylaws of McJunkin Red Man Holding Corporation. | ||
3 | .5*** | Certificate of Incorporation of McJunkin Red Man Development Corporation. | ||
3 | .6*** | Bylaws of McJunkin Red Man Development Corporation. | ||
3 | .7*** | Certificate of Incorporation of McJunkin Nigeria Limited. | ||
3 | .8*** | Bylaws of McJunkin Nigeria Limited. | ||
3 | .9*** | Certificate of Incorporation of McJunkin-Puerto Rico Corporation. | ||
3 | .10*** | Bylaws of McJunkin-Puerto Rico Corporation. | ||
3 | .11*** | Certificate of Incorporation of McJunkin-West Africa Corporation. | ||
3 | .12*** | Bylaws of McJunkin-West Africa Corporation. | ||
3 | .13*** | Certificate of Incorporation of Milton Oil & Gas Company. | ||
3 | .14*** | Bylaws of Milton Oil & Gas Company. | ||
3 | .15*** | Certificate of Incorporation of Ruffner Realty Company. | ||
3 | .16*** | Bylaws of Ruffner Realty Company. | ||
3 | .17*** | Certificate of Incorporation of Greenbrier Petroleum Corporation. | ||
3 | .18*** | Bylaws of Greenbrier Petroleum Corporation. | ||
3 | .19*** | Certificate of Incorporation of Midway-Tristate Corporation. | ||
3 | .20*** | Bylaws of Midway-Tristate Corporation. | ||
3 | .21*** | Certificate of Incorporation of MRC Management Company. | ||
3 | .22*** | Bylaws of MRC Management Company. | ||
3 | .23*** | Certificate of Incorporation of The South Texas Supply Company, Inc. |
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3 | .24*** | Bylaws of The South Texas Supply Company, Inc. | ||
4 | .1*** | Indenture, dated as of December 21, 2009, by and among McJunkin Red Man Corporation, the guarantors named therein and U.S. Bank National Association, as trustee. | ||
4 | .2*** | Form of 9.50% Senior Secured Notes due December 15, 2016 (included as part of Exhibit 4.1 above). | ||
4 | .3*** | Exchange and Registration Rights Agreement, dated as of December 21, 2009, by and among McJunkin Red Man Corporation, McJunkin Red Man Holding Corporation, the subsidiary guarantors party thereto, Goldman, Sachs & Co., Barclays Capital Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. | ||
4 | .4*** | Exchange and Registration Rights Agreement, dated as of February 11, 2010, by and among McJunkin Red Man Corporation, McJunkin Red Man Holding Corporation, the subsidiary guarantors party thereto, Goldman, Sachs & Co. and Barclays Capital Inc. | ||
4 | .5*** | Reaffirmation Agreement, dated as of February 11, 2010, by and among McJunkin Red Man Corporation, McJunkin Red Man Holding Corporation, the subsidiary guarantors party thereto, and U.S. Bank National Association, as collateral trustee. | ||
5 | .1 | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP. | ||
5 | .2 | Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre L.L.P. | ||
5 | .3 | Opinion of Bowles Rice McDavid Graff & Love LLP. | ||
10 | .1.1* | Revolving Loan Credit Agreement, dated as of October 31, 2007, by and among McJunkin Red Man Corporation and the other parties thereto. | ||
10 | .1.2* | Joinder Agreement, dated as of June 10, 2008, by and among The Huntington National Bank, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.3* | Joinder Agreement, dated as of June 10, 2008, by and among JP Morgan Chase Bank, N.A., McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.4* | Joinder Agreement, dated as of June 10, 2008, by and among TD Bank, N.A., McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.5* | Joinder Agreement, dated as of June 10, 2008, by and among United Bank Inc., McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.6** | Joinder Agreement, dated as of October 3, 2008, by and among Raymond James Bank, FSB, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.7** | Joinder Purchase Agreement, dated as of October 3, 2008, by and among Raymond James Bank, FSB, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.8** | Joinder Agreement, dated as of October 16, 2008, by and among SunTrust Bank, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.9** | Joinder Purchase Agreement, dated as of October 16, 2008, by and among SunTrust Bank, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.10*** | Joinder Agreement, dated as of January 2, 2009, by and among Barclays Bank PLC, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.11*** | Joinder Purchase Agreement, dated as of January 2, 2009, by and among Barclays Bank PLC, McJunkin Red Man Corporation and The CIT Group/Business Credit, Inc. | ||
10 | .1.12*** | Amendment No. 1, dated as of December 21, 2009, to the Revolving Loan Credit Agreement, by and among McJunkin Red Man Corporation and the other parties thereto. | ||
10 | .2.1* | Revolving Loan Security Agreement, dated as of October 31, 2007, by and among McJunkin Red Man Corporation and the other parties thereto. | ||
10 | .2.2*** | Supplement No. 1 to Revolving Loan Security Agreement, dated as of December 31, 2007. | ||
10 | .2.3*** | Supplement No. 2 to Revolving Loan Security Agreement, dated as of October 16, 2008. | ||
10 | .3.1*** | Revolving Loan Guarantee, dated as of October 31, 2007. | ||
10 | .3.2*** | Supplement No. 1 to Revolving Loan Guarantee, dated as of December 31, 2007. |
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Description
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10 | .3.3*** | Supplement No. 2 to Revolving Loan Guarantee, dated as of October 16, 2008. | ||
10 | .4*** | Amended and Restated Loan and Security Agreement, dated as of November 18, 2009, by and among Midfield Supply ULC and the other parties thereto. | ||
10 | .5*** | Amended and Restated Letter Agreement, dated as of November 13, 2009, by and between Alberta Treasury Branches and Midfield Supply ULC. | ||
10 | .6*** | Revolving Facility Agreement, dated September 17, 2010, between MRC Transmark Holdings UK Limited, HSBC Bank plc and the other parties thereto. | ||
10 | .7* | Employment Agreement, dated as of September 10, 2008, by and among McJunkin Red Man Holding Corporation and Andrew R. Lane. | ||
10 | .7.1*** | Amendment to Employment Agreement by and among McJunkin Red Man Holding Corporation and Andrew R. Lane, dated February 23, 2011. | ||
10 | .8*** | Amended and Restated Employment Agreement, dated as of December 31, 2009, by and among McJunkin Red Man Holding Corporation and James Underhill. | ||
10 | .8.1*** | Amendment to Employment Agreement by and among McJunkin Red Man Holding Corporation and James Underhill, dated February 23, 2011. | ||
10 | .9.1*** | Form of McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement (Director Grant May 2010 Dutch residents). | ||
10 | .9.2*** | Form of McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement (Director Grant May 2010 US residents). | ||
10 | .10.1*** | Employment Agreement, dated as of September 10, 2009, by and between Transmark Fcx Limited and Neil P. Wagstaff. | ||
10 | .10.2*** | Amendment to Employment Agreement by and between MRC Transmark Limited and Neil P. Wagstaff, dated February 23, 2011. | ||
10 | .11* | Letter Agreement, dated as of September 24, 2008, by and among H.B. Wehrle, III, PVF Holdings LLC and McJunkin Red Man Corporation. | ||
10 | .12*** | Letter Agreement, dated as of December 22, 2008, by and among McJunkin Red Man Holding Corporation and Craig Ketchum. | ||
10 | .13.1*** | McJ Holding Corporation 2007 Stock Option Plan, as amended. | ||
10 | .13.2* | Form of McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement. | ||
10 | .14.1*** | McJ Holding Corporation 2007 Restricted Stock Plan, as amended. | ||
10 | .14.2* | Form of McJunkin Red Man Holding Corporation Restricted Stock Award Agreement. | ||
10 | .15.1* | McJunkin Red Man Holding Corporation 2007 Stock Option Plan (Canada). | ||
10 | .15.2* | Form of McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement (Canada) (for plan participants who are parties to non-competition agreements). | ||
10 | .15.3* | Form of McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement (Canada) (for plan participants who are not parties to non-competition agreements). | ||
10 | .16* | McJunkin Red Man Corporation Deferred Compensation Plan. | ||
10 | .17* | Indemnity Agreement, dated as of December 4, 2006, by and among McJunkin Red Man Holding Corporation, Hg Acquisition Corp., McJunkin Red Man Corporation, and certain shareholders of McJunkin Red Man Corporation named therein. | ||
10 | .18.1* | Management Stockholders Agreement, dated as of March 27, 2007, by and among PVF Holdings LLC, McJunkin Red Man Holding Corporation, and the other parties thereto. | ||
10 | .18.2* | Amendment No. 1 to the Management Stockholders Agreement, dated as of December 21, 2007, executed by PVF Holdings LLC. | ||
10 | .18.3* | Amendment No. 2 to the Management Stockholders Agreement, dated as of December 26, 2007, executed by PVF Holdings LLC. | ||
10 | .19*** | Amended and Restated Limited Liability Company Agreement of PVF Holdings LLC, dated as of October 31, 2007. | ||
10 | .20.1*** | Amendment No. 1, dated as of December 18, 2007, to the Amended and Restated Limited Liability Company Agreement of PVF Holdings LLC. |
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Description
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10 | .20.2*** | Amendment No. 2, dated as of October 31, 2009, to the Amended and Restated Limited Liability Company Agreement of PVF Holdings LLC. | ||
10 | .21.1*** | Amended and Restated Registration Rights Agreement of PVF Holdings LLC, dated as of October 31, 2007. | ||
10 | .21.2*** | Amendment No. 1 to the Amended and Restated Registration Rights Agreement of PVF Holdings LLC, dated as of October 31, 2009. | ||
10 | .22* | Subscription Agreement, dated as of September 10, 2008, by and among McJunkin Red Man Holding Corporation, Andrew R. Lane, and PVF Holdings LLC. | ||
10 | .23.1* | McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement, dated as of September 10, 2008, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Andrew R. Lane. | ||
10 | .23.2*** | Amendment to the McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement, dated as of June 1, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Andrew R. Lane. | ||
10 | .23.3*** | Second Amendment to the McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement, dated as of September 10, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Andrew R. Lane. | ||
10 | .24.1*** | McJunkin Red Man Holding Corporation Restricted Stock Award Agreement, dated as of February 24, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Andrew R. Lane. | ||
10 | .24.2*** | Amendment to the McJunkin Red Man Holding Corporation Restricted Stock Award Agreement, dated as of June 1, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Andrew R. Lane. | ||
10 | .25*** | Subscription Agreement, dated as of October 3, 2008, by and among McJunkin Red Man Holding Corporation, Len Anthony, and PVF Holdings LLC. | ||
10 | .26.1*** | McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement, dated as of October 3, 2008, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Len Anthony. | ||
10 | .26.2*** | Amendment to the McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement, dated as of September 10, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Len Anthony. | ||
10 | .27*** | McJunkin Red Man Holding Corporation Restricted Stock Award Agreement, dated as of September 10, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Len Anthony. | ||
10 | .28*** | Subscription Agreement, dated as of October 30, 2009, by and among McJunkin Red Man Holding Corporation, John A. Perkins, and PVF Holdings LLC. | ||
10 | .29*** | McJunkin Red Man Holding Corporation Nonqualified Stock Option Agreement, dated as of December 3, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and John A. Perkins. | ||
10 | .30*** | Indemnification Agreement by and between the Company and Peter C. Boylan, III dated August 11, 2010. | ||
10 | .31*** | Loan, Security and Guarantee Agreement between McJunkin Red Man Corporation, Midfield Supply ULC and the other parties thereto. | ||
12 | .1*** | Computation of Ratio of Earnings to Fixed Charges. | ||
21 | .1*** | List of Subsidiaries of McJunkin Red Man Holding Corporation. | ||
23 | .1**** | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | ||
23 | .2 | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). | ||
23 | .3 | Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre L.L.P. (included in Exhibit 5.2). | ||
23 | .4 | Consent of Bowles Rice McDavid Graff & Love LLP (included in Exhibit 5.3). |
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Description
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24 | .1**** | Powers of Attorney. | ||
25 | .1*** | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 with respect to the Indenture governing the 9.50% Senior Secured Notes due December 15, 2016. |
+ | To be filed by amendment. | |
* | Incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-1 of McJunkin Red Man Holding Corporation (No. 333-153091), filed with the SEC on September 26, 2008. | |
** | Incorporated by reference to Amendment No. 2 to the Registration Statement on Form S-1 of McJunkin Red Man Holding Corporation (No. 333-153091), filed with the SEC on October 31, 2008. | |
*** | Incorporated by reference to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035). |
**** | Previously filed with Registration Statement on Form S-1 of McJunkin Red Man Corporation (No. 333-173037). |
| Management contract or compensatory plan or arrangement required to be posted as an exhibit to this report. |