rs13da-primeenergy_mcjunkin.htm

0000895345-10-000191.txt : 20100524 0000895345-10-000191.hdr.sgml : 20100524 20100524171740 ACCESSION NUMBER: 0000895345-10-000191 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100524 DATE AS OF CHANGE: 20100524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMEENERGY CORP CENTRAL INDEX KEY: 0000056868 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840637348 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20321 FILM NUMBER: 10854760 BUSINESS ADDRESS: STREET 1: ONE LANDMARK SQ CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033585700 MAIL ADDRESS: STREET 1: ONE LANDMARK SQ CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: KRM PETROLEUM CORP DATE OF NAME CHANGE: 19900614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McJunkin Red Man Corp CENTRAL INDEX KEY: 0001016497 IRS NUMBER: 550229830 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 HOUSTON CENTER STREET 2: 909 FANNIN, SUITE 3100 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: (713) 655-1005 MAIL ADDRESS: STREET 1: 2 HOUSTON CENTER STREET 2: 909 FANNIN, SUITE 3100 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: MCJUNKIN RED MAN Corp DATE OF NAME CHANGE: 20090522 FORMER COMPANY: FORMER CONFORMED NAME: MCJUNKIN CORP DATE OF NAME CHANGE: 19960610 SC 13D/A 1 rs13da-primeenergy_mcjunkin.htm rs13da-primeenergy_mcjunkin.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

PRIMEENERGY CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.10

(Title of Class of Securities)

74158E104

(CUSIP Number)

Stephen W. Lake, Esq.

McJunkin Red Man Corporation

8023 East 63rd Place

Tulsa, Oklahoma 74133

(918) 250-8541

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 20, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 13d-1(f) or 240.13d-1(g), check the following box [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

13D

CUSIP No. 74158E104

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) MCJUNKIN RED MAN CORPORATION 55-0229830
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) BK (Please see item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) &# 160; [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION West Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 623,521
		8	SHARED VOTING POWER - 0 -
		9	SOLE DISPOSITIVE POWER 623,521
		10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 623,521
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ; [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.6%
14	TYPE OF REPORTING PERSON (See Instructions) CO

This Amendment No.2 (this “Amendment No. 2”) supplements and amends certain information in the Schedule 13D filed on June 2, 2009 as amended by Amendment No. 1 thereto filed on June 4, 2009 (the “Original 13D” and, together with this Amendment No. 2, the “Schedule 13D”) by McJunkin Red Man Corporation, formerly McJunkin Corporation, a West Virginia corporation (“McJunkin Red Man”). Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings given in the Original 13D.

Item 2. Identity and Background.

Item 2 of the Original 13D is hereby amended by amending the second paragraph in its entirety as follows:

“Information relating to the directors and executive officers of McJunkin Red Man is set forth in Schedule A to this Amendment No. 2 and is incorporated herein by reference.”

Item 4. Purpose of Transaction.

Item 4 of the Original 13D is hereby amended by:

(i) adding the following paragraph after the third paragraph thereof:

“On May 20, 2010, McJunkin Red Man entered into subscription agreements with Hale Capital Partners L.P., The Gaines Wehrle 2008 Family Trust, Gaines Wehrle, Forest Hill Select Fund, L.P., Forest Hill Select Offshore, Ltd, Harbour Holdings Ltd., Skylands Special Investment LLC, Skylands Special Investment II LLC and Skylands Quest LLC (the “May 20th Subscription Agreements”), and on May 21, 2010, McJunkin Red Man entered into a subscription agreement with M. Chilton Mueller (together with the May 20th Subscription Agreements, the “Subscription Agreements”), pursuant to which McJunkin Red Man has agreed to sell an aggregate of 437,500 shares in a private placement (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 a repurchase agreement (the “Repurchase Agreement”) with the Company pursuant to which McJunkin Red Man has agreed to sell an aggregate of 136,021 shares (together with the Private Placement, the “Sale”) 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, an d the Repurchase Agreement, which is attached as Exhibit 8 to this Schedule 13D and incorporated herein by reference. As promptly as practicable following the Sale, in accordance with its obligations under the Merger Agreement and pursuant to the Engagement Letter with Stephens Inc., McJunkin Red Man also intends to sell the remaining Shares.”

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 20, 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.

(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 ar e 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. As promptly as practicable following the Sale, in accordance with its obligations under the Merger Agreement and pursuant to the Engagement Letter with Stephens Inc., McJunkin Red Man also intends to sell the remaining Shares.

(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 adding the following paragraph at the end thereof:

“On May 20, 2010 and on 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 referen ce 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. As promptly as practicable following the Sale, in accordance with its obligations under the Merger Agreement and pursuant to the Engagement Letter with Stephens Inc., McJunkin Red Man also intends to sell the remaining Shares.”

Item 7. Material to be Filed as Exhibits.

Item 7 of the Original 13D is hereby amended by adding the following exhibits:

“7.

Form of Subscription Agreements, by and among McJunkin Red Man, Hale Capital Partners L.P., The Gaines Wehrle 2008 Family Trust, Gaines Wehrle, M. Chilton Mueller, Forest Hill Select Fund, L.P., Forest Hill Select Offshore, Ltd, Harbour Holdings Ltd., Skylands Special Investment LLC, Skylands Special Investment II LLC, Skylands Quest LLC and M. Chilton Mueller.

Repurchase Agreement, dated May 20, 2010, between McJunkin Red Man and PrimeEnergy Corporation.”

SIGNATURE TO SCHEDULE 13D

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 24, 2010.

	MCJUNKIN RED MAN CORPORATION
	/s/ Stephen W. Lake
	By: Stephen W. Lake
	Its: Executive Vice President and General Counsel

SCHEDULE A*

EXECUTIVE OFFICERS

Andrew Lane	James F. Underhill
President and CEO	Executive Vice President and CFO
McJunkin Red Man Corporation	McJunkin Red Man Corporation
2 Houston Center	835 Hillcrest Drive
909 Fannin, Suite 3100	Charleston, West Virginia 25311
Houston, Texas 77010-1011

Stephen W. Lake	Scott A. Hutchinson
Executive Vice President and General	Executive Vice President – North America Operations
Counsel	McJunkin Red Man Corporation
McJunkin Red Man Corporation	2 Houston Center
8023 East 63rd Place	909 Fannin, Suite 3100
Tulsa, Oklahoma 74133	Houston, Texas 77010-1011

Rory M. Isaac	Gary A. Ittner
Executive Vice President – Business	Executive Vice President – Supply Chain Management
Development	McJunkin Red Man Corporation
McJunkin Red Man Corporation	2 Houston Center
2 Houston Center	909 Fannin, Suite 3100
909 Fannin, Suite 3100	Houston, Texas 77010-1011
Houston, Texas 77010-1011

Diana D. Morris	Neil P. Wagstaff
Executive Vice President – Human Resources	Executive Vice President – International Operations
McJunkin Red Man Corporation	McJunkin Red Man Corporation
835 Hillcrest Drive	2 Houston Center, 909 Fannin, Suite 3100
Charleston, West Virginia 25311	Houston, Texas 77010-1011

BOARD OF DIRECTORS

Andrew Lane

McJunkin Red Man Corporation

2 Houston Center

909 Fannin, Suite 3100

Houston, Texas 77010-1011

*All individuals listed above are citizens of the United States except Neil Wagstaff.

INDEX TO EXHIBITS

No. Exhibit

8	Repurchase Agreement, dated May 20, 2010, by and between McJunkin Red Man and PrimeEnergy Corporation.

EX-7 2 rsex7-primeenergy_mcjunkin.htm SUBSCRIPTION AGREEMENTS rsex7-primeenergy_mcjunkin.htm

SUBSCRIPTION AGREEMENT

McJunkin Red Man Corporation Stephens Inc.

2 Houston Center 3344 Peachtree Road

909 Fannin, Suite 3100 Suite 1650

Houston, Texas 77010 Atlanta, Georgia 30326

Gentlemen and Ladies:

The undersigned desires to invest in PrimeEnergy Corporation (the “Company”) on the terms and conditions described in this subscription agreement (the “Subscription Agreement”) and the Confidential Private Investment Memorandum dated April 30, 2010 (the “Memorandum”). Pursuant to the terms described in the Memorandum and this Subscription Agreement, McJunkin Red Man Corporation (the “Seller”), holder of shares of common stock in the Company, is offering to subscribers up to 623,521 shares of the Company’s common stock (the “Common Stock”) at a price of $12.00 per share (the “Offering”). Stephens Inc. (“Stephens”) has agreed to assist the Seller in the Offering as placement agen t.

1. Subscription

Subject to and in accordance with the terms and conditions of this Subscription Agreement, the undersigned hereby offers to purchase up to the number of shares of the Common Stock set forth on the Signature Page hereto.

·	If the undersigned is an entity, the undersigned will set forth on the Signature Page the undersigned’s DTC Participant agent for settlement of the purchase price for the subscription for the Common Stock.

If the undersigned is an individual, the undersigned will open an account with Stephens for the exclusive purpose of settlement of the purchase price for the subscription for the Common Stock. The undersigned will deposit into such account hereby the full purchase price for the subscription for the Common Stock in the form of a wire transfer.

The undersigned understands and agrees that this Subscription Agreement constitutes the binding obligation of the undersigned to deliver the full purchase price to the Seller for the portion of the subscription accepted by the Seller. After the termination of the Offering, the undersigned will be notified by the Seller whether the undersigned’s subscription has been accepted. The Seller reserves the right in its sole discretion to reject all or part of any subscription. If the Offering is not completed or a subscription is not accepted for any other reason, the subscription amount will be returned to the undersigned without interest. The undersigned understands and agrees that this subscription represents an offer to purchase Common Stock that shall be binding on the undersigned when th is subscription is accepted by the Seller.

The subscription period for the Common Stock will terminate on May 10, 2010 or such earlier or later date as the Seller in its sole discretion may select. In the event that the Offering of the Common Stock is successfully completed, the funds from the Offering may be accepted by the Seller. The Common Stock is being offered and sold, and this subscription is being made, pursuant to the terms and conditions set forth in this Subscription Agreement and the Memorandum. The Common Stock shall not be deemed issued to or owned by the undersigned until the Seller has delivered to the undersigned notice of acceptance of this Subscription Agreement.

2. Representations and Warranties of the Undersigned

The undersigned hereby represents and warrants to, and agrees with, the Seller and Stephens as follows:

(a)

(1)

the undersigned can bear the economic risk of losing the undersigned’s entire investment in the Common Stock;

(2)

the undersigned is acquiring the Common Stock for investment purposes only and the shares of Common Stock the undersigned is acquiring will be held by the undersigned without sale, transfer or other disposition for an indefinite period unless the transfer of the Common Stock subsequently is registered under the U.S. federal securities laws or unless exemptions from registration are available;

(3)

the undersigned’s overall commitments to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Common Stock will not cause such overall commitments to become excessive;

(4)

the undersigned’s financial condition is such that the undersigned is under no present or contemplated future need to dispose of any portion of the Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness;

(5)

the undersigned has adequate means of providing for the undersigned’s current needs and personal contingencies and has no need for liquidity in the undersigned’s investment in the Common Stock; and

(6)

the undersigned has sufficient knowledge and experience in business and financial matters to evaluate and has evaluated the merits and risks of this investment.

(b) The address set forth below on the signature page of this Subscription Agreement the undersigned’s true and correct residence, and the undersigned has no present intention of becoming a resident of any other state or jurisdiction.

(c) The undersigned is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act of 1933, as amended (the “1933 Act”), because the undersigned meets one of the following criteria:

(1) An individual with a net worth, individually or jointly with the undersigned’s spouse, of $1,000,000; or

(2) An individual with income in excess of $200,000 in each of the two most recent years, or joint income with the undersigned’s spouse in excess of $300,000 in each of those years, and the undersigned has a reasonable expectation of reaching the same income level in the current year; or

(3) An individual who is an officer or director of the Company; or

(4) A corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or

(5) A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D, as promulgated under the 1933 Act; or

(6) An entity in which all of the equity owners are accredited investors.

(d) The undersigned confirms that it has (i) received and reviewed the Memorandum and the other documents included with the Memorandum including the Company’s Annual Report on Form 10-K as filed on April 15, 2010 with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “1934 Act”) that contains financial statements and other disclosures for the Company’s latest fiscal year, and the Company’s Proxy Statement on Schedule 14A as filed on April 20, 2010 with the SEC pursuant to Section 14(a) of the 1934 Act, and (ii) acknowledges that the Company is a public company and that additional information regarding the Company, including exhibits to the Company’s SEC filings, are available at www.sec.gov. The undersigned also acknowledges that Stephens and the Seller make no representations or warranties with respect to any such information and have made no independent investigation or review of any such information. The undersigned further represents that the undersigned is cognizant of the operations, financial condition and capitalization of the Company, is cognizant of the fact that the Company will not be receiving any of the proceeds from the undersigned’s purchase of the Common Stock, and has available full information concerning the Company’s affairs to evaluate the merits and risks of the investment in the Common Stock.

(e) The undersigned understands that the shares of Common Stock have not been registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings and no U.S. federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the offering of the Common Stock.

(f) The Common Stock for which the undersigned hereby subscribes is being or will be acquired solely for the undersigned’s own account, for investment, and is not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; the undersigned has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof.

(g) The undersigned acknowledges that, in making the decision to purchase the Common Stock, it has relied solely upon its own review of the Company’s public documents as filed with the SEC pursuant to the 1934 Act. The undersigned acknowledges that the Seller is not represented on the board of directors of the Company, and has no access to information about the Company, and the Company has not reviewed or commented on the contents of the Memorandum.

(i) The undersigned has the full right, power and authority to enter this Subscription Agreement and to carry out and consummate the transactions herein. This Subscription Agreement constitutes the legal, valid and binding obligation of the undersigned.

(j) The undersigned represents that an investment in the Common Stock is a suitable investment for the undersigned.

(k) The undersigned is not an associate person or affiliate of any member firm of the Financial Industry Regulatory Authority.

(l) The undersigned acknowledges and is aware that, in addition to any other legends required by law, the following legend(s) will be imprinted on the certificates representing the Common Stock comprising the Common Stock subscribed to by the undersigned:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ACT), AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

If the undersigned will be an affiliate of the Company after the purchase of the Common Stock, the following additional legend will be included:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE SOLD IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, AS APPLICABLE, TO AFFILIATES (AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933) OF PRIMEENERGY CORPORATION.

(m) The undersigned acknowledges and is aware of the following, in addition to other information included in the information provided to the undersigned:

(1)

The Common Stock is a speculative investment and involves a high degree of risk of loss by the undersigned of the undersigned’s total investment.

(2)

There are substantial restrictions on the transferability of the shares of Common Stock comprising the Common Stock. The Common Stock can not be transferred, pledged, hypothecated, sold or otherwise disposed of unless it is registered under the 1933 Act, or an exemption from such registration is available and established to the satisfaction of the Seller; investors in the Company have no rights to require that any transfer of the Common Stock be registered under the 1933 Act.

(3)

There is a limited public market for the Common Stock; and accordingly, the undersigned may have to hold the Common Stock indefinitely; and it may not be possible for the undersigned to liquidate the undersigned’s investment in the Company.

(n) The undersigned understands and agrees that the Seller and Stephens are relying upon the accuracy, completeness, and truth of the undersigned’s representations, warranties, agreements, and certifications contained in this Subscription Agreement, in determining the undersigned’s suitability as an investor in the Common Stock of the Company and in establishing compliance with federal and state securities laws. The undersigned understands that any incomplete, inaccurate, or untruthful response, or the breach of the undersigned’s representations, warranties, agreements, or certifications, may result in the undersigned or the Seller and Stephens, or all of them, being in violation of federal or s tate securities laws, and any person, including the Seller and Stephens, who suffers damage as a result may have a claim against the undersigned for damages. The undersigned also acknowledges that the undersigned is indemnifying the Seller, Stephens and others for these and other losses in accordance with Section 4 of this Subscription Agreement.

The foregoing representations and warranties are true and accurate as of the date hereof and shall survive the delivery of the subscription amount and the completed Subscription Agreement.

3. Representations and Warranties of Seller. Seller hereby represents and warrants to the undersigned as of the date hereof as follows:

(a) The Seller has the full right, power and authority to enter this Subscription Agreement and to carry out and consummate the transactions herein. Upon acceptance of this Subscription Agreement by the Seller, this Subscription Agreement will constitute the legal, valid and binding obligation of the Seller.

(b) The Seller is the legal and beneficial owner of the Shares, free and clear of any lien or encumbrance.

(c) The sale of the Shares by the Seller is not prompted by any information concerning the Company or any of its subsidiaries which is not in the Memorandum.

4. Indemnification

The undersigned acknowledges that the undersigned understands the meaning and legal consequences of the representations, warranties, agreements, and certifications contained above, and the undersigned hereby agrees to indemnify and hold harmless each of the Seller and Stephens and their respective managers, officers, directors, representatives and agents from and against any and all loss, damage, or liability due to or arising out of a breach of any representation, warranty, agreement, or certification, or the inaccuracy of any statement, of the undersigned contained in this Subscription Agreement or any other document submitted by the undersigned in connection with the undersigned’s subscription for the Common Stock. Further, the undersigned agrees to waive any rights i t may have under the 1933 Act, the 1934 Act and any other federal or state securities laws in connection with the Offering.

5. Miscellaneous

(a) This Subscription Agreement may be executed in one or more counterparts all of which taken together shall constitute a single instrument.

(b) This Subscription Agreement shall be governed and construed as binding upon the parties hereto, and their respective successors, and no other person shall have any right or obligation hereunder. This subscription shall be irrevocable, and may not be assigned by the undersigned. Subject to the foregoing, this Subscription Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the undersigned.

(c) This Subscription Agreement constitutes the entire agreement between the undersigned and the Seller with respect to the subject matter of this Subscription Agreement and supersedes all prior and contemporaneous agreements between the undersigned and the Seller with respect to the subject matter of this Subscription Agreement.

(d) This Subscription Agreement will be construed and enforced in accordance with and governed by the laws of the State of Texas, except for matters arising under the 1933 Act, without reference to principles of conflicts of law.

(e) If any provision of this Subscription Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Subscription Agreement in that jurisdiction or the validity or enforceability of any provision of this Subscription Agreement in any other jurisdiction.

_____________________________

With such full understandings and acknowledgements, the undersigned does hereby affirm the undersigned’s subscription to the purchase of the Common Stock being offered by the Seller as described herein. The undersigned does further acknowledge the undersigned’s understandings of all the terms and provisions of this Subscription Agreement and agrees to be bound by all of the terms and conditions of this Subscription Agreement.

[Remainder of page intentionally left blank.]

SIGNATURE PAGE FOR INDIVIDUALS


NUMBER OF SHARES OF COMMON STOCK SUBSCRIBED		DATE


EXACT NAME IN WHICH TITLE IS TO BE HELD

If the Common Stock is to be held in joint tenancy or as tenants in common, indicate the manner in which the Common Stock is to be held and both persons must sign below.

_____ Tenants in Common _____ Joint Tenants


SIGNATURE		SIGNATURE OF CO-OWNER

PRINT NAME		PRINT NAME OF CO-OWNER

SOCIAL SECURITY NUMBER		SOCIAL SECURITY NUMBER

ADDRESS

CITY, STATE, POSTAL OR ZIP CODE, COUNTRY

---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


STATE		COUNTY

On _______________________________, 2010, before me personally appeared the person(s) set forth above, who being duly sworn, acknowledged execution of this Subscription Agreement.

My commission expires:___________________________


NOTARY PUBLIC		ADDRESS

This subscription is accepted by McJunkin Red Man Corporation on _______________________________, 2010.


SIGNATURE

PRINT NAME

TITLE

SIGNATURE PAGE FOR ENTITIES


NUMBER OF SHARES OF COMMON STOCK SUBSCRIBED		DATE


EXACT NAME OF ENTITY (SHARES WILL BE ISSUED IN THIS NAME)


SIGNATURE

PRINT NAME

TITLE

ADDRESS

CITY, STATE, POSTAL OR ZIP CODE, COUNTRY


TAX IDENTIFICATION NUMBER


NAME OF DTC PARTICIPANT AGENT FOR ENTITY NAMED ABOVE


DTC PARTICIPANT ACCOUNT NUMBER


STATE		COUNTY

On _______________________________, 2010, before me personally appeared the person set forth above, who being duly sworn, acknowledged execution of this Subscription Agreement in the name of said entity, that (s)he had the authority to execute the same, and that (s)he executed the same as the act and deed of said entity for the uses and purposes therein stated.

My commission expires:___________________________


NOTARY PUBLIC		ADDRESS

This subscription is accepted by McJunkin Red Man Corporation on _______________________________, 2010.


SIGNATURE

PRINT NAME

TITLE

EX-8 3 rsex8-primeenergy_mcjunkin.htm REPURCHASE AGREEMENT rsex8-primeenergy_mcjunkin.htm

REPURCHASE AGREEMENT

On May 20, 2010, PrimeEnergy Corporation, a Delaware corporation (the “Corporation”), and McJunkin Red Man Corporation, a West Virginia corporation formerly known as McJunkin Corporation (the “Shareholder”), hereby agree that the Corporation shall repurchase (the “Repurchase”) 136,021 shares of its common stock, par value $.10 per share currently held by the Shareholder (the “Repurchased Shares”), at a purchase price of $12.00 per Repurchased Share for a total purchase price of $1,632,252. 00 (the “Purchase Price”).

On the date hereof, the Corporation agrees to wire the Purchase Price to the Shareholder pursuant to the following wire transfer instructions:

Bank of America

Little Rock, AR

ABA # 026009593

Account # 89203828, Stephens Inc.

For further credit to: PrimeEnergy Corporation

The Repurchase shall be effective immediately upon receipt of the Purchase Price on behalf of the Seller in the account listed above. After said receipt, the Shareholder shall have no further rights as a shareholder with respect to the Repurchased Shares.

In witness whereof, the parties to this Repurchase Agreement hereby agree to be bound on the date first listed above effective as of the receipt of the Purchase Price on behalf of the Shareholder.

	PRIMEENERGY CORPORATION


	By:	/s/ Charles E. Drimal, Jr.
	Name:	Charles E. Drimal, Jr.
	Title:	President and CEO

	MCJUNKIN RED MAN CORPORATION


	By:	/s/ Andrew Lane
	Name:	Andrew Lane
	Title:	Chairman, President and CEO