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): April 25, 2023
MRC GLOBAL inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35479 | 20-5956993 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1301 McKinney Street, Suite 2300
Houston, Texas 77010
(Address of Principal Executive Offices)
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):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange | ||
Common Stock, par value $0.01 | MRC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Event |
On April 25, 2023, MRC Global Inc. (the “Company”) issued a press release commenting on a lawsuit filed by Mario Investments LLC, an affiliate of Cornell Capital LLC, the sole holder of the Company’s 6.50% Series A Convertible Perpetual Preferred Stock. The lawsuit, brought against the Company in the Delaware Court of Chancery, attempts to prevent the Company from moving forward with the previously announced refinancing of its senior secured term loan B. The Company disputes Cornell Capital’s claim in the lawsuit that Cornell Capital has a right to consent to the refinancing and plans on vigorously defending the suit.
Although the Company will continue seeking to enter into a new term loan, there can be no assurance that the Company will actually enter into a new term loan, or what the ultimate terms will be. The Company’s ability to enter into the new term loan and use the proceeds thereof depends on, among other things, market conditions, reaching final agreement with lenders and the approval of the Company’s board of directors. A copy of the press release is attached 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. |
(d) | Exhibits. |
99.1 | Press release of MRC Global Inc. dated April 25, 2023 | |
104 | Cover Page Interactive Data File – The cover page XBRL tags from this Current Report on Form 8-K are imbedded within the Inline XBRL document |
INDEX TO EXHIBITS
Exhibit No. | Description | |
99.1 | Press release dated April 25, 2023 | |
104 | Cover Page Interactive Data File – The cover page XBRL tags from this Current Report on Form 8-K are imbedded within the Inline XBRL document |
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: April 25, 2023
MRC GLOBAL INC. | ||
By: | /s/ Kelly Youngblood | |
Kelly Youngblood | ||
Executive Vice President and Chief Financial Officer |