0001140361-13-012470.txt : 20130314
0001140361-13-012470.hdr.sgml : 20130314
20130314161213
ACCESSION NUMBER: 0001140361-13-012470
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130312
FILED AS OF DATE: 20130314
DATE AS OF CHANGE: 20130314
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS Capital Partners VI Parallel LP
CENTRAL INDEX KEY: 0001386577
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35479
FILM NUMBER: 13690606
BUSINESS ADDRESS:
STREET 1: 85 Broad St
CITY: New York
STATE: NY
ZIP: 10004
MAIL ADDRESS:
STREET 1: 85 Broad St
CITY: New York
STATE: NY
ZIP: 10004
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MRC GLOBAL INC.
CENTRAL INDEX KEY: 0001439095
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084]
IRS NUMBER: 205956993
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2 HOUSTON CENTER
STREET 2: 909 FANNIN, SUITE 3100
CITY: HOUSTON
STATE: TX
ZIP: 77010
BUSINESS PHONE: 877.294.7574
MAIL ADDRESS:
STREET 1: 2 HOUSTON CENTER
STREET 2: 909 FANNIN, SUITE 3100
CITY: HOUSTON
STATE: TX
ZIP: 77010
FORMER COMPANY:
FORMER CONFORMED NAME: MCJUNKIN RED MAN HOLDING CORP
DATE OF NAME CHANGE: 20080702
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
CENTRAL INDEX KEY: 0001322225
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35479
FILM NUMBER: 13690603
BUSINESS ADDRESS:
STREET 1: 85 BROAD ST
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD ST
CITY: NEW YORK
STATE: NY
ZIP: 10004
FORMER NAME:
FORMER CONFORMED NAME: GS Capital Partners V Institutional L P
DATE OF NAME CHANGE: 20050329
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
CENTRAL INDEX KEY: 0001359612
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35479
FILM NUMBER: 13690610
BUSINESS ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
FORMER NAME:
FORMER CONFORMED NAME: GS CAPITAL PARTNERS V OFFSHORE FUND LP
DATE OF NAME CHANGE: 20060417
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V GMBH & CO. KG
CENTRAL INDEX KEY: 0001359670
STATE OF INCORPORATION: 2M
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35479
FILM NUMBER: 13690604
BUSINESS ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
FORMER NAME:
FORMER CONFORMED NAME: GS CAPITAL PARTNERS V GmbH & CO KG
DATE OF NAME CHANGE: 20060417
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS Capital Partners VI GmbH & Co KG
CENTRAL INDEX KEY: 0001386557
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35479
FILM NUMBER: 13690608
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: New York
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: New York
STATE: NY
ZIP: 10282
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PVF Holdings LLC
CENTRAL INDEX KEY: 0001389652
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35479
FILM NUMBER: 13690605
BUSINESS ADDRESS:
STREET 1: 2 HOUSTON CENTER
STREET 2: 909 FANNIN, SUITE 3100
CITY: HOUSTON
STATE: TX
ZIP: 77010
BUSINESS PHONE: 877.294.7574
MAIL ADDRESS:
STREET 1: 2 HOUSTON CENTER
STREET 2: 909 FANNIN, SUITE 3100
CITY: HOUSTON
STATE: TX
ZIP: 77010
FORMER NAME:
FORMER CONFORMED NAME: McJ Holding LLC
DATE OF NAME CHANGE: 20070213
FORMER NAME:
FORMER CONFORMED NAME: McJ Holdings L.L.C.
DATE OF NAME CHANGE: 20070212
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS Capital Partners VI Offshore Fund, L.P.
CENTRAL INDEX KEY: 0001394285
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35479
FILM NUMBER: 13690607
BUSINESS ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS Capital Partners VI Fund, L.P.
CENTRAL INDEX KEY: 0001394287
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35479
FILM NUMBER: 13690609
BUSINESS ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
4
1
doc1.xml
FORM 4
X0306
4
2013-03-12
0
0001439095
MRC GLOBAL INC.
MRC
0001359670
GS CAPITAL PARTNERS V GMBH & CO. KG
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001322225
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001359612
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001394287
GS Capital Partners VI Fund, L.P.
200 WEST STREET
NEW YORK
NY
10282-2198
0
0
1
0
0001386557
GS Capital Partners VI GmbH & Co KG
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001394285
GS Capital Partners VI Offshore Fund, L.P.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001386577
GS Capital Partners VI Parallel LP
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001389652
PVF Holdings LLC
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
Common Stock
2013-03-12
4
S
0
26450000
26.81
D
29082208
I
See footnotes
This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP V Advisors, L.L.C. ("GSCP V Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP V Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors V"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), GS Capital Partners V Fund, L.P. ("GS Capital V"), GS Capital Partners V GmbH & Co. KG ("GS Germany V"), GS Capital Partners V Institutional, L.P. ("GS V Institutional") (continued in footnote 2),
GS Capital Partners V Offshore Fund, L.P. ("GS V Offshore"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI GmbH & Co. KG ("GS Germany VI"), GS Capital Partners VI Offshore Fund, L.P. ("GS VI Offshore"), GS Capital Partners VI Parallel, L.P. ("GS VI Parallel" and, together with GS Capital V, GS Germany V, GS V Institutional, GS V Offshore, GS Capital VI, GS Germany VI and GS VI Offshore, the "Funds") and PVF Holdings LLC ("PVF") (GS Group, Goldman Sachs, GSCP V Advisors, GSCP V Offshore Advisors, GS Advisors V, GS GmbH, GSCP VI Advisors, GSCP VI Offshore Advisors, GS Advisors VI, the Funds and PVF, collectively, the "Reporting Persons").
Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
Pursuant to an underwriting agreement, dated March 6, 2013 (the "Underwriting Agreement"), and in connection with the registered public offering (the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of MRC Global Inc. (the "Company"), pursuant to the prospectus supplement to the prospectus filed by the Company on March 8, 2013 (the "Prospectus Supplement"), which offering was consummated on March 12, 2013, PVF sold 26,450,000 shares of Common Stock. Pursuant to the Prospectus Supplement, the public offering price in the Offering of Common Stock by the Company was $28.00 per share of Common Stock and the underwriting discount was $1.19 per share of Common Stock. Accordingly, the Reporting Persons sold an aggregate of 26,450,000 shares of Common Stock and received a price per share of $26.81 (which is net of underwriting discounts and commissions) for an aggregate amount of $709,124,500.00.
The 29,082,208 shares of Common Stock of the Company reported herein are beneficially owned directly by PVF. The Funds are members of PVF and own common units of PVF. At this time, the Funds' common units of PVF correspond to 17,721,786 shares of Common Stock. The common units of PVF that correspond to the balance of Common Stock owned directly by PVF are held by former shareholders of the Company's predecessor companies, including McJunkin Corporation, Red Man Pipe & Supply Co., and Transmark Fcx Group B.V., as well as certain employees, officers and directors of the Company.
Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, all of the Common Stock owned directly by PVF through the Funds because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds and (ii) the Funds control PVF and have the power to vote or dispose of the Common Stock owned by PVF. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Funds. Goldman Sachs holds an open short position of 48 shares of Common Stock, due to an exempt transaction.
GS Capital V and its general partner, GSCP V Advisors, may be deemed to beneficially own indirectly 4,988,355 shares of Common Stock. GS V Offshore and its general partner, GSCP V Offshore Advisors, may be deemed to beneficially own indirectly 2,576,775 shares of Common Stock. GS V Institutional and its general partner, GS Advisors V, may be deemed to beneficially own indirectly 1,710,575 shares of Common Stock. GS Germany V and its general partner, GS GmbH, may be deemed to beneficially own indirectly 197,771 shares of Common Stock. GS Capital VI and its general partner, GSCP VI Advisors, may be deemed to beneficially own indirectly 3,850,235 shares of Common Stock (continued in footnote 8).
GS VI Offshore and its general partner, GSCP VI Offshore Advisors, may be deemed to beneficially own indirectly 3,202,489 shares of Common Stock. GS VI Parallel and its general partner, GS Advisors VI, may be deemed to beneficially own indirectly 1,058,749 shares of Common Stock. GS Germany VI and its general partner, GS GmbH, may be deemed to beneficially own indirectly 136,837 shares of Common Stock.
The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Yvette Kosic, Attorney-in-fact
2013-03-14
/s/ Yvette Kosic, Attorney-in-fact
2013-03-14
/s/ Yvette Kosic, Attorney-in-fact
2013-03-14
/s/ Yvette Kosic, Attorney-in-fact
2013-03-14
/s/ Yvette Kosic, Attorney-in-fact
2013-03-14
/s/ Yvette Kosic, Attorney-in-fact
2013-03-14
/s/ Yvette Kosic, Attorney-in-fact
2013-03-14
/s/ Yvette Kosic, Attorney-in-fact
2013-03-14