[LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP]
March 16, 2009
VIA EDGAR AND FEDERAL EXPRESS
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Jennifer R. Hardy
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McJunkin Red Man Holding Corporation
Registration Statement on Form S-1 (File No. 333-153091)
Request for Withdrawal |
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), we, on behalf of McJunkin Red Man Holding Corporation (the
“Registrant”), hereby request that the Securities and Exchange Commission (the
“Commission”) consent to the withdrawal, effective as of the date hereof, of Registration
Statement File No. 333-153091, and all amendments and exhibits thereto (collectively, the
“Registration Statement”).
The Registrant requests withdrawal of the Registration Statement because it has determined not
to proceed with the public offering contemplated by the Registration Statement due to current
market conditions for initial public offerings. The Registrant did not print or distribute any
preliminary prospectuses, or actively offer for sale or sell any securities under the Registration
Statement. In accordance with Rule 477(c) under the Securities Act, the Registrant advises that it
may undertake a subsequent private offering of securities in reliance upon Rule 155(c) under the
Securities Act. The Registrant requests that, in accordance with Rule 457(p) under the Securities
Act, all fees paid to the Commission in connection with the filing of the Registration Statement be
credited for future use.
If you have any questions or require further information or documentation, please do not
hesitate to contact me at 212-859-8735.