Item 1.01 Entry into a Material Definitive Agreement.

On September 3, 2021, MRC Global Inc. (the "Company") entered into a Fourth Amended and Restated Loan, Security and Guarantee Agreement (the "ABL Agreement") by and among the Company, as a guarantor, certain subsidiaries of the Company, as borrowers and guarantors, lenders and Bank of America, N.A. as administrative agent, security trustee and collateral agent.

Amended and Restated Global ABL Facility

Pursuant to the ABL Agreement, the Company amended and restated its existing ABL credit agreement to provide for a multi-currency, global, asset-based revolving credit facility with a maximum borrowing amount of $750.0 million (the "Global ABL Facility"), the aggregate commitments of which are allocated to jurisdiction-specific tranches (the "Facilities") as follows with various subsidiaries of the Company as borrowers:





     •    a $705.0 million U.S. tranche with a $30.0 million sub-limit for Canadian
          borrowings (the "U.S./Canadian Facility"), with certain of the Company's
          U.S. subsidiaries, as the initial U.S. borrowers (collectively, the "U.S.
          Borrowers"), and MRC Global (Canada) Ltd, as the initial Canadian
          borrower (the "Canadian Borrower"), available in U.S. dollars, with
          respect to U.S. borrowers, and Canadian Dollars and U.S. dollars, with
          respect to Canadian borrowers;




     •    a $7.5 million U.K. tranche, with MRC Global (UK) Limited, as the initial
          U.K. borrower, available in British pounds sterling, U.S. dollars and
          Euros;




     •    a $10.0 million Australian tranche, with MRC Global Australia Pty Ltd, as
          the initial Australian borrower, available in Australian dollars, British
          pounds sterling, U.S. dollars and Euros;




     •    a $10.5 million Dutch tranche, with MRC Global (Netherlands) B.V., as the
          initial Dutch borrower, available in U.S. dollars and Euros;




     •    a $5.0 million Belgian tranche, with MRC Global (Belgium) NV, as the
          initial Belgian borrower, available in U.S. dollars and Euros; and




     •    a $12.0 million Norwegian tranche, with MRC Global Norway AS, as the
          initial Norwegian borrower, available in British pounds sterling, U.S.
          dollars, Euros and Norwegian kroner.

Each of the facilities includes sub-limits for letters of credit and swingline loans. In this Form 8-K, the terms





     •    "ABL Borrowers" means all of the borrowers under the facilities described
          above;




     •    "Foreign Borrowers" means all of the ABL Borrowers, other than the U.S.
          Borrowers and the Canadian Borrower; and




     •    "Foreign Facilities" means all of the tranches of the Global ABL Facility
          other than the U.S./Canadian Facility.

The Global ABL Facility allows the addition of other borrowers in the above jurisdictions and also allows for potential future borrowers organized in New Zealand and Singapore.

Accordion. The Global ABL Facility allows for incremental increases of the commitments up to an aggregate of $250.0 million.

Maturity. The scheduled maturity date of the Global ABL Facility is September 3, 2026.

Borrowing Base. With respect to each Facility, advances will be limited to (a) the aggregate commitments under the Facility and (b) the sum of the following for the U.S./Canadian Borrowers or the applicable Foreign Borrower:





  •   85% of the book value of eligible accounts receivable; plus




  •   for the U.S./Canadian Facility only:




           •     90% of the book value of eligible accounts receivable owing by
                 investment grade account debtors, and




  •   100% of eligible pledged cash of the U.S./Canadian Borrowers; plus




  •   for all Facilities, the lesser of:




           •     70% of the net book value of eligible inventory (adding back the
                 LIFO reserve with respect to the U.S./Canadian Facility); and




           •     85% of the appraised net orderly liquidation value of eligible
                 inventory (net of current monthly shrinkage reserve calculated in
                 accordance with GAAP and valued at cost);




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• minus certain reserves.

Each Foreign Borrower has a separate stand-alone Borrowing Base that limits the Foreign Borrower's ability to borrow under its respective Facility, subject to an exception allowing the Foreign Borrowers to utilize excess availability under the U.S./Canadian Facility to borrow amounts in excess of their respective borrowing bases, which utilization will reduce excess availability under the U.S./Canadian Facility dollar for dollar.

Guarantees. Obligations of the U.S. Borrowers under the Global ABL Facility are guaranteed by the Company, each of the U.S. Borrowers, each of the Canadian Borrowers, each of the wholly owned material U.S. subsidiaries of the U.S. Borrowers from time to time party to the ABL Agreement (the "U.S. Guarantors") and each of the wholly owned Canadian subsidiaries of the Company from time to time party to the ABL Agreement (the "Canadian Guarantors"). The obligations of the Foreign Borrowers under the Global ABL Facility are guaranteed by the U.S. Borrowers, the U.S. Guarantors and, subject to certain limitations the ABL Agreement more particularly describes, the Foreign Borrowers (collectively, the "ABL Guarantors").

Security. Obligations under the U.S./Canadian Facility are primarily secured, subject to certain exceptions, by a first-priority security interest in the accounts receivable, inventory and related assets of the U.S. Borrowers, U.S. Guarantors, the Canadian Borrowers and the Canadian Guarantors. The obligations of any Foreign Borrower are primarily secured, subject to certain exceptions, by a first-priority security interest in the accounts receivable, inventory and related assets of the Foreign Borrower and the ABL Guarantors and a first-priority pledge by the Foreign Borrower of the equity interests in its direct, wholly owned restricted subsidiaries incorporated in the relevant borrower jurisdictions and intercompany debt instruments the Foreign Borrower holds. No property of a Foreign Borrower or its subsidiaries (other than the Canadian Borrowers) secures the U.S./Canadian Facility. The security interest in accounts receivable, inventory and related assets of the U.S. Borrowers ranks prior to the security interest in this collateral which secures the Term Loan.



Interest Rates and Fees. Prior to December 1, 2021, the applicable margin for
borrowings under the Global ABL Facility will be set at Level II of the
definition of "Applicable Margin" under the ABL Agreement as determined by a
consolidated fixed charge ratio greater than 1.50 to 1.00 but less than or equal
to 2.25 to 1.00, which means that borrowings will bear interest at a rate equal
to:



  •   in the case of U.S. dollar and euro advances,




  •   LIBOR plus 1.50%,




  •   EURIBOR plus 1.50%,




           •     for base rate advances in the U.S. or Canada, the U.S. Base Rate
                 (or Canadian Base Rate if in Canada) plus 0.50%, or




           •     for base rate advances outside the U.S. and Canada, an applicable
                 Base Rate plus 1.50%;




     •    in the case of Nowegian Kroner advances, NIBOR plus 1.50% or the
          Norwegian Base Rate plus 1.50%;




     •    in the case of Canadian dollar advances, the BA Equivalent Rate plus
          1.50% or the Canadian Prime Rate plus 0.50%;




     •    in the case of British pound sterling advances, SONIA plus 1.50%, or the
          UK Base Rate plus 1.50%; or




     •    in the case of Australian dollar advances, the Australian Bank Bill Rate
          plus 1.50% or the Australian Base Rate plus 1.50%.

On and after December 1, 2021 as of the end of the fiscal quarter that most recently ended, the applicable margins will be subject to a 0.25% step-down to Level III of the definition of "Applicable Margin" under the ABL Agreement as determined by a consolidated fixed charge ratio greater than 2.25 to 1.00 or a step-up to Level I of the definition of "Applicable Margin" under the ABL Agreement as determined by a consolidated fixed charge ratio less than or equal to 1.50 to 1.00.

In addition to paying interest on outstanding principal under the Global ABL Facility, the ABL Borrowers are required to pay a commitment fee in respect of unutilized commitments, which is equal to 0.375% per annum for each Facility (0.25% per annum if utilization of a Facility exceeds 35% of the aggregate commitments under the Facility).

Voluntary Prepayment. The ABL Borrowers will be able to voluntarily prepay the principal of any advance without penalty or premium at any time in whole or in part, subject to certain breakage costs.





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Restrictive Covenants and Other Matters. The Global ABL Facility requires the Company and its restricted subsidiaries, on a consolidated basis, to maintain a fixed charge coverage ratio (defined as the ratio of EBITDA to the sum of cash interest, principal payments on indebtedness, unfinanced capital expenditures and accrued income taxes) of at least 1.0 to 1.0 when excess availability is less than the greater of:

• 10% of the 'Line Cap' under the Global ABL Facility (defined as the

lesser of (a) the sum of the lower of (i) each Facility's borrowing base, . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an

Off-Balance Sheet Arrangement of a Registrant

The disclosure required by this item is included in Item 1.01 above and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.                              Exhibit Description

10.1                Fourth Amended and Restated Loan, Security and Guarantee
                  Agreement, dated as of September 3, 2021, among MRC Global (US)
                  Inc., Greenbrier Petroleum Corporation, McJunkin Red Man
                  Development Corporation, Midway-Tristate Corporation, Milton
                  Oil & Gas Company, MRC Global Management Company, MRC Global
                  Services Company LLC, Ruffner Realty Company and The South Texas
                  Supply Company, Inc., as U.S. Borrowers and Guarantors, MRC
                  Global Inc., as a guarantor, MRC Global Australia Pty Ltd., as
                  Australian Borrower, MRC Global (Belgium) NV, as Belgian
                  Borrower, MRC Global (Canada) Ltd, as Canadian Borrower, MRC
                  Global (Netherlands) B.V., as Dutch Borrower, MRC Global Norway
                  AS, as Norwegian Borrower, MRC Global (UK) Limited, as UK
                  Borrower, the other borrowers from time to time party thereto,
                  certain financial institutions as lenders and Bank of America,
                  N.A., as Administrative Agent, Security Trustee and Collateral
                  Agent and BOFA Securities Inc., as Lead Arranger and Book
                  Manager.




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10.2               Notice of Amendment and Confirmation of Intercreditor Agreement,
                 dated September 3, 2021, by and between Bank of America, N.A., in
                 its capacity as administrative agent and collateral agent for the
                 Revolving Credit Lenders under the Revolving Credit Agreement,
                 U.S. Bank National Association, in its capacity as collateral
                 trustee for the Term Secured Parties, the Additional Term Secured
                 Parties, if any, and the Subordinated Lien Secured Parties, if
                 any, MRC Global Inc. and certain of its subsidiaries.

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.




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