Item 5. Interest in Securities of the Issuer.
Item 5 of the Original 13D is hereby amended in its entirety as follows:
“(a) As of May 25, 2010, McJunkin Red Man owns 623,521 shares of Common Stock, or approximately 20.6% of the 3,026,397 shares of Common Stock outstanding as of May 11, 2010 based on information in the Company’s Form 10-Q for the quarterly period ended March 31, 2010, as filed with the Securities and Exchange Commission on May 17, 2010.
(b) McJunkin Red Man has the sole power to vote and dispose of the Shares.
(c) Not applicable.
(d) On January 31, 2007, McJunkin Red Man was acquired by affiliates of The Goldman Sachs Group, Inc. pursuant to the Merger Agreement. Pursuant to the Merger Agreement, McJunkin Red Man has agreed to sell the Shares and remit an amount equal to 95% of the net proceeds of such sale less 40% of the taxable gain therefrom to those persons listed on Schedule B hereto who were the record holders of shares of McJunkin Red Man immediately prior to the consummation of the merger. The preceding description of the Merger Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibits 2-4 to this Schedule 13D, and is incorporated herein by reference.
On June 2, 2009, McJunkin Red Man entered into the Engagement Letter with Stephens Inc. pursuant to which Stephens Inc. agreed to act as the exclusive placement agent for a private sale of the Shares. Under the Engagement Letter, Stephens Inc. will, upon closing of the private placement, receive a success fee equal to 6% of the gross proceeds received by McJunkin Red Man from the private placement. On June 2, 2009, McJunkin Red Man entered into the Letter Agreement with the Company, pursuant to which McJunkin Red Man agreed to pay or reimburse the Company for certain expenses incurred by the Company in connection with McJunkin Red Man’s sale of the Shares. The preceding descriptions of the Engagement Letter and the Letter Agreement are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are attached as Exhibits 5 and 6 to this Schedule 13D, respectively, and are incorporated herein by reference.
On May 20, 2010 and May 21, 2010, McJunkin Red Man entered into Subscription Agreements pursuant to which McJunkin Red Man has agreed to sell an aggregate of 437,500 shares in the Private Placement for an aggregate consideration (prior to taking into account Stephens Inc.’s fees) of $5,250,000. On May 20, 2010, McJunkin Red Man entered into the Repurchase Agreement with the Company pursuant to which McJunkin Red Man has agreed to sell an aggregate of 136,021 shares for an aggregate consideration (prior to taking into account Stephens Inc.’s fees) of $1,632,252. The preceding description of the Subscription Agreements and the Repurchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreements, the form of which is attached as Exhibit 7 to this Schedule 13D and incorporated herein by reference, and the Repurchase Agreement, which is attached as Exhibit 8 to this Schedule 13D and incorporated herein by reference.
On May 25, 2010, McJunkin Red Man entered into the Wehrle Subscription Agreement pursuant to which McJunkin Red Man has agreed to sell an aggregate of 50,000 shares in a private placement for an aggregate consideration (prior to taking into account Stephens Inc.’s fees) of $600,000. The preceding description of the Wehrle Subscription Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Wehrle Subscription Agreement, the form of which is attached as Exhibit 7 to this Schedule 13D and incorporated herein by reference.
(e) Not applicable.”
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Original 13D is hereby amended by:
(i) deleting the last sentence of the fifth paragraph thereof.
(ii) adding the following paragraph after the fifth paragraph thereof:
“On May 25, 2010, McJunkin Red Man entered into the Wehrle Subscription Agreement pursuant to which McJunkin Red Man has agreed to sell an aggregate of 50,000 shares in a private placement for an aggregate consideration (prior to taking into account Stephens Inc.’s fees) of $600,000. The preceding description of the Wehrle Subscription Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Wehrle Subscription Agreement, the form of which is attached as Exhibit 7 to this Schedule 13D and incorporated herein by reference.”