UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
date of Report (Date of earliest event reported): September 5, 2019
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MRC Global inc.
(Exact name of registrant as specified in its charter)
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Identification Number)
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Delaware (State or other jurisdiction of incorporation) | 001-35479 (Commission File Number) | 20-5956993 (I.R.S. Employer
Identification Number) |
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Fulbright Tower, 1301 McKinney Street, Suite 2300 Houston, Texas 77010
(Address of Principal Executive Offices) |
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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:
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Title of each class | Trading symbol(s) | Name of each exchange on which registered |
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 7.01 Regulation FD Disclosure.
On September 5, 2019, MRC Global Inc. (the “Company”) issued a press release announcing updated revenue estimates for the third quarter of 2019. Given the change in the Company’s forecasted revenue discussed in the press release filed as Exhibit 99.1 to this Form 8-K, the most recent annual guidance provided under Item 7.01 of the Form 8-K dated August 1, 2019 that the Company previously filed with the Securities and Exchange Commission no longer reflects the Company’s current expectations.
The information referenced under Item 7.01 (including Exhibit 99.1 referenced under Item 9.01 below) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.1 referenced under Item 9.01 below) shall not be incorporated by reference into any registration statement, report or other document filed by MRC Global pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
99.1Press release dated September 5, 2019
104Cover Page Interactive Data File – The cover page XBRL tags from this Current Report on Form 8-K are
Embedded within the Inline XBRL document.
INDEX TO EXHIBITS
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99.1 |
| Press release dated September 5, 2019 |
104 |
| Cover Page Interactive Data File – The cover page XBRL tags from this Current Report on Form 8-K are embedded 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: September 5, 2019
MRC GLOBAL INC.
By: /s/ James E. Braun
James E. Braun
Executive Vice President and Chief Financial Officer
