UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~February 29, ~~2011~~2012

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 72.0102. ~~Regulation~~Results FDof ~~Disclosure~~Operations and Financial Condition

OnEdgen ~~December 29,~~Murray ~~2011~~II, ~~Edgen Group Inc~~L.P.’s ~~filed~~(the a“Company”) ~~Registration~~selected ~~Statement~~consolidated onfinancial ~~Form~~information ~~S-1~~at ~~relating~~December 31, to2011 anand ~~initial~~2010 ~~public~~and ~~offering~~selected ~~of shares of~~other ~~its~~financial ~~Class A~~information ~~common~~at ~~stock and on~~ December 2931, 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~~, 2010 ~~L.P.~~ and ~~its~~2009, ~~subsidiaries if the offering~~ is ~~completed.~~as ~~The~~follows: ~~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 (Unaudited—in ~~any~~millions) ~~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~~Selected ~~Murray~~Consolidated ~~II,~~Statement ~~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~~Operations ofInformation 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


	Year Ended December 31,
	2011			2010
Sales	$	911.6		$	627.7
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown below)		777.1			536.8
Selling, general and administrative expense, net of service fee income		75.0			65.3
Depreciation and amortization expense		21.1			20.3
Impairment of goodwill		—			62.8

Total operating expenses		873.2			685.2

Income (loss) from operations	$	38.4		$	(57.5	)

Net loss	$	(24.5	)	$	(98.3	)

~~(d) Exhibits.~~Selected Liquidity and Capital Resources Information

Exhibit Number	Description
	December 31,		December 31,
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
	2011		2010
99.2	Press release of Edgen Group Inc. dated December 29, 2011
Cash and cash equivalents	$	26.2	$	62.5
Accrued interest		26.4		26.3
Long-term debt and capital lease:
Edgen Murray Corporation Senior Secured Notes	$	462.0	$	461.3
EM Revolving Credit Facility		20.5		—
EM FZE Facility		—		—
Capital lease		18.2		18.5
Total long-term debt and capital lease	$	500.7	$	479.8
Borrowing availability:
EM Revolving Credit Facility	$	95.0	$	80.8
EM FZE Facility		4.5		11.1
Total borrowing availability	$	99.5	$	91.9

Selected Consolidated Statement of Cash Flows Information


	Year Ended December 31,
	2011			2010
Cash flows (used in) provided by operating activities	$	(57.6	)	$	30.2
Cash flows provided by (used in) investing activities		3.4			(26.8	)
Purchases of property, plant, and equipment		(2.8	)		(14.0	)
Cash flows provided by (used in) financing activities		19.0			(5.6	)

Other Financial Information


	December 31, 2011		December 31, 2010		December 31, 2009
Sales backlog (end of period)	$	353	$	210	$	144

Initial Public Offering of Edgen Group Inc.

On December 29, 2011, Edgen Group Inc., a newly formed Delaware corporation, filed a Registration Statement on Form S-1 with the United States Securities and Exchange Commission relating to an initial public offering of shares of its Class A common stock. If the registration statement is declared effective and if the offering is completed, Edgen Group Inc. would serve as the holding company of EM II LP and its subsidiaries. While the registration statement relating to these securities is pending, the Company will not hold a conference call to discuss the financial results for the year ended December 31, 2011.

The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, unless expressly set forth by specific reference in such filing.

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.

Dated: December 29, 2011	EDGEN MURRAY II, L.P.
Dated: February 29, 2012	EDGEN MURRAY II, L.P.
	~~By:~~	~~/s/ David L. Laxton, III~~By:	/s/ David L. Laxton, III
		~~Name: David L. Laxton, III~~	Name: David L. Laxton, III
		~~Title: Chief Financial Officer~~	Title: Chief Financial Officer

~~EXHIBIT~~4 ~~INDEX~~

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

Filing Compare · Edgen Murray II, L.P.