UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 29, 2011
EDGEN MURRAY II, L.P.
(Exact name of Registrant as specified in its charter)
| | | | |
| Delaware | | 333-165298-01 | | 20-8864225 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
18444 Highland Road
Baton Rouge, LA 70809
(225) 756-9868
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
On December 29, 2011, Edgen Group Inc. filed a Registration Statement on Form S-1 relating to an initial public offering of shares of its Class A common stock and on December 29, 2011 issued a press release relating to the same. Edgen Group Inc. is a newly formed company that would serve as the holding company of Edgen Murray II, L.P. and its subsidiaries if the offering is completed. The registration statement disclosed non-public information about Edgen Murray II, L.P.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Edgen Murray II, L.P. is furnishing the information in this Current Report on Form 8-K and in Exhibits 99.1 and 99.2 to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of Edgen Murray II, L.P.’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number | | Description |
| |
| 99.1 | | Disclosure regarding Edgen Murray II, L.P. in connection with the filing of the Registration Statement on Form S-1 by Edgen Group Inc. on December 29, 2011 |
| |
| 99.2 | | Press release of Edgen Group Inc. dated December 29, 2011 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: December 29, 2011 | | EDGEN MURRAY II, L.P. |
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| | By: | | /s/ David L. Laxton, III |
| | | | |
| | | | Name: David L. Laxton, III |
| | | | Title: Chief Financial Officer |
EXHIBIT INDEX
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Exhibit Number | | Description |
| |
| 99.1 | | Disclosure regarding Edgen Murray II, L.P. in connection with the filing of the Registration Statement on Form S-1 by Edgen Group Inc. on December 29, 2011 |
| |
| 99.2 | | Press release of Edgen Group Inc. dated December 29, 2011 |
