Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On June 10, 2018, Mario Investments LLC (Mario Investments), exercised its rights, pursuant to the Certificate of
Designations, Preferences, Rights and Limitations of 6.50% Series A Convertible Perpetual Preferred Stock of MRC Global Inc. (the Company), dated June 10, 2015 (the Certificate of Designations) and that certain
Shareholders Agreement (the Shareholders Agreement), dated as of June 10, 2015, by and between the Company and Mario Investments, to designate a director to the Companys board of directors (the Board).
On June 10, 2018, pursuant to the Certificate of Designations and the Shareholders Agreement, the Board was automatically increased by one member and Mario Investments designated Henry Cornell as its director designee, and the Board has
elected Mr. Cornell to join the Board.
Mr. Cornell is the founder and senior partner of Cornell Capital LLC, a private
investment firm formed in 2013 and previously served as a director of the Company from 2007 until he resigned from the board in 2015. From 1984 until May 2013, Mr. Cornell was employed by Goldman, Sachs & Co., where he was the
vice-chairman of Goldman Sachs Merchant Banking Division, which included all of the firms corporate, real estate and infrastructure investment activities, and was a member of all of the global Merchant Banking Investment Committees.
Mr. Cornell earned a bachelor of arts from Grinnell College in 1976 and a juris doctorate from New York Law School in 1981. He is a member of the board of directors of Cypress Energy Partners GP, LLC.
Mr. Cornell will receive the same compensation as other
non-employee
Company directors as
described in the Companys 2018 Proxy Statement under
Non-Employee
Director Compensation. Mr. Cornell and the Company have entered into the Companys standard director
indemnification agreement, whereby the Company agrees to indemnify, defend and hold harmless its directors from and against losses and expenses incurred as a result of their Board service, subject to the terms and conditions provided in the
agreement.
Mr. Cornell is also the sole member of Cornell Investment Partners LLC, a Delaware limited liability company
(CIP). CIP is the general partner of Cornell Capital GP II LP, a Delaware limited partnership (CCGP) which is the general partner of Cornell Capital Special Situations Partners II LP, a Cayman Islands exempted
limited partnership (CCSS). CCSS is the sole member of Mario Investments. Mario Investments owns 363,000 shares of the Companys 6.50% Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the Series A
Preferred Stock), which shares of Series A Preferred Stock were acquired by Mario Investments pursuant to that certain Purchase Agreement, dated May 19, 2015, between the Company and Mario Investments (the Purchase Agreement
and, collectively with the Shareholders Agreement and the Certificate of Designations, the Transaction Documents). The Series A Preferred Stock is convertible into shares of the Companys common stock, par value $0.01 per
share (the Common Stock), at a conversion rate of 55.9284 shares of Common Stock for each share of Series A Preferred Stock. The conversion rate is subject to customary anti-dilution and other adjustments. Mario Investments, CCSS, CCGP
and CIP are the beneficial owners of 20,302,009 shares of Common Stock, which represents the number of shares of Common Stock that would be issued upon conversion of the Series A Preferred Stock. Mr. Cornell is the beneficial owner of the
shares of Common Stock beneficially owned by Mario Investments, CCSS, CCGP and CIP and, in addition, beneficially owns an additional 13,563 shares of Common Stock and 9,415 vested options to purchase shares at an exercise price of $24.07 with an
expiration date of August 8, 2023.
The foregoing descriptions of the Purchase Agreement, Certificate of Designations and the
Shareholders Agreement do not purport to be complete and are qualified in their entirety by reference to (i) the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form
8-K
of the Company filed with the Securities and Exchange Commission (SEC) on May 19, 2015, (ii) the Certificate of Designations, a copy of which is filed as Exhibit 3.1 to the Current Report
on Form
8-K
of the Company filed with the SEC on June 11, 2015 and (iii) the Shareholders Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form
8-K
of the Company filed with the SEC on June 11, 2015, each of which are incorporated herein by reference.
Other than as described above or as set forth in the Transaction Documents, Mr. Cornell has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.