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 5, 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 5, 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 (Date of earliest event reported): August 5, 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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On August 5, 2011, McJunkin Red Man Holding Corporation announced that it will release its second
quarter 2011 financial results on August 12, 2011. The Company will conduct an investor conference
call at 10:00 a.m. ET (9:00 a.m. CT) on Monday, August 15, 2011, to discuss the results for the
quarter ended June 30, 2011. Instructions on how to participate in the conference call are
contained in the announcement, a copy of which is attached hereto as Exhibit 99.1.
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Item 9.01 |
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Financial Statements and Exhibits |
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99.1 |
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Announcement dated August 5, 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.
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Date: August 5, 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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INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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99.1 |
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Announcement dated August 5, 2011 |
Exhibit
99.1
MRC
McJunkin
Red
Man
Corporation
Investor
Contact:
Cinda Bowling
Vice President Investor Relations
Cinda.Bowling@mrcpvf.com
P: 304-348-5877
Announcement
McJunkin Red Man Holding Corporation Announces Investor Conference Call to Review
Second Quarter 2011 Financial Results
Houston, TX August 5, 2011: McJunkin Red Man Holding Corporation (MRC), the largest global
distributor of pipe, valves and fittings and related products and services to the energy and
industrial sectors, will release its second quarter 2011 financial results on August 12, 2011. MRC
will conduct an investor conference call to review this information on Monday, August 15, 2011 at
10:00 a.m. ET (9:00 a.m. CT). The call can be accessed through the following dial-in numbers:
Domestic: 1-800-862-9098; International: 1-785-424-1051; Conference ID 7MRC. A replay of the
conference call will be available through August 22, 2011. The replay may be accessed using the
following dial-in information: Domestic: 1-877-870-5176; International: 1-858-384-5517; PIN 11825.
About McJunkin Red Man
Headquartered in Houston, Texas with corporate offices in Charleston, West Virginia and Tulsa,
Oklahoma and operations centers in Calgary, Alberta, Canada and Bradford, United Kingdom, MRC is
the largest global distributor of pipe, valves and fittings (PVF) and related products and services
to the energy and industrial sectors, and supplies these products and services across each of the
upstream, midstream and downstream markets.
McJunkin Red Man Global Supplier of Choice®
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements are not guarantees
of future performance. 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 Companys registration
statement on Form S-4, which is available at the SECs website at www.sec.gov.
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.