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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/07/22 MRC Global Inc. 8-K:1,9 12/06/22 11:2.7M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 2: EX-10.1 Material Contract HTML 2.16M 6: R1 Document and Entity Information HTML 47K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- d420725d8k_htm XML 13K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB XBRL Labels -- mrc-20221206_lab XML 55K 5: EX-101.PRE XBRL Presentations -- mrc-20221206_pre XML 35K 3: EX-101.SCH XBRL Schema -- mrc-20221206 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K 11: ZIP XBRL Zipped Folder -- 0001193125-22-300138-xbrl Zip 473K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 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): i December 6, 2022
i MRC GLOBAL INC.
(Exact name of registrant as specified in its charter)
i Delaware | i 001-35479 | i 20-5956993 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
i 1301 McKinney Street, i Suite 2300
i Houston, i Texas i 77010
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: i (877) i 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):
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | 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 on which registered | ||
i Common Stock, par value $0.01 | i MRC | i 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 i ☐
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 1.01 | Entry into a Material Definitive Agreement. |
On December 6, 2022, MRC Global Inc. (the “Company”), certain subsidiaries of the Company, the Lenders (as defined below) and Bank of America, N.A., as administrative agent, security trustee and collateral agent (the “Administrative Agent”), entered into the First Amendment to Fourth Amended and Restated Loan, Security and Guarantee Agreement (the “Amendment”), which amends the Fourth Amended and Restated Loan, Security and Guarantee Agreement dated September 3, 2021, by and among the Company, as a guarantor, certain subsidiaries of the Company, as borrowers and guarantors, lenders party thereto (the “Lenders”) and the Administrative Agent (the “ABL Agreement”).
Prior to the effectiveness of the Amendment, the ABL Agreement included the London Interbank Offered Rate (“LIBOR”) as one of the interest rate benchmark options for U.S. dollar borrowings. However, on March 5, 2021, the Financial Conduct Authority, the regulatory supervisor of LIBOR’s administrator, announced in a public statement that the publication of one-week and two-month LIBOR maturities would cease immediately on December 31, 2021; and that the remaining maturities (3-month, 6-month and 12- month) would cease on or before June 30, 2023. The aforementioned 3-month, 6-month and 12- month U.S. dollar LIBOR maturities were each available to the borrowers under the ABL Agreement prior to the effectiveness of the Amendment.
Considering the announced discontinuation of LIBOR, a determination was made by the Administrative Agent and the Company to amend U.S. dollar denominated syndicated credit facilities to replace LIBOR with a new prevailing benchmark interest rate known as Term SOFR. “Term SOFR” is the forward-looking, per annum secured overnight financing rate administered by CME Group Benchmark Administration Limited and published on the applicable Thompson Reuters Corporation website page for each of 1-month, 3-month and 6-month maturities. As a result of this determination, the Company and the Administrative Agent have executed the Amendment to adopt Term SOFR as the new benchmark interest rate to replace LIBOR for U.S. dollar borrowings. The Amendment contains no other material changes to the terms of the ABL Agreement.
For a complete description of the terms of the Amendment, see the First Amendment to Fourth Amended and Restated Loan, Security and Guarantee Agreement, dated December 6, 2022, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
2
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: December 7, 2022
MRC GLOBAL INC. | ||
By: | ||
Kelly D. Youngblood | ||
Executive Vice President & Chief Financial Officer |
3
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
6/30/23 | ||||
Filed on: | 12/7/22 | |||
For Period end: | 12/6/22 | |||
12/31/21 | 10-K, 4, SD | |||
9/3/21 | 8-K | |||
3/5/21 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/24 MRC Global Inc. 10-K 12/31/23 97:8.9M RDG Filings/FA 2/14/23 MRC Global Inc. 10-K 12/31/22 96:9.1M RDG Filings/FA |