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): ~~February~~April 2910, 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 2.~~02.~~03 ~~Results~~– Creation of ~~Operations~~a ~~and~~Direct Financial ~~Condition~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 10, 2012, Edgen Murray II, L.P.’s and its subsidiaries, Edgen Murray Corporation (~~the~~“EMC”), Edgen Murray Europe Limited (“~~Company~~EM Europe”), ~~selected~~Edgen ~~consolidated~~Murray ~~financial~~Canada ~~information~~Inc. at(“EM ~~December 31~~Canada”), ~~2011~~Edgen ~~and~~Murray ~~2010~~Pte. Ltd. (“EM Pte”) and ~~selected~~the other ~~financial~~ ~~information~~Loan atParties ~~December 31~~(as defined in the Seventh Amendment) party thereto (collectively, ~~2011~~“the Company”), ~~2010~~ entered into a consent and ~~2009~~seventh amendment (the “Seventh Amendment”) to the Company’s senior secured revolving credit facility (the “EM revolving credit facility”) with JPMorgan Chase Bank, isN.A., JPMorgan Chase Bank, N.A., Toronto Branch, J.P. Morgan Europe Limited, The HongKong and Shanghai Banking Corporation Limited and the Lenders (as ~~follows:~~defined in the Seventh Amendment).

~~(Unaudited—~~The Seventh Amendment permits EM Pte to incur $10 million of additional indebtedness secured by a warehouse facility owned by EM Pte in Singapore ~~millions)~~and increases the unused line fee payable to The HongKong and Shanghai Banking Corporation Limited, the Singapore Administrative Agent and the Singapore Collateral Agent under the EM revolving credit facility, from 0.50% to 0.65%.

~~Selected~~Additionally, ~~Consolidated~~the ~~Statement~~Seventh Amendment permits the Company to effect certain restructuring transactions to facilitate the proposed initial public offering of ~~Operations~~Edgen ~~Information~~Group Inc., to release Edgen Murray II, L.P. from its obligations under the EM revolving credit facility and to provide for certain other conforming and definitional changes. The effectiveness of these amendments is subject to the completion of the proposed initial public offering of Edgen Group Inc. and customary closing conditions.

	Year EndedDecember 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	)

There is no material relationship between the Company or any of its affiliates and any of the parties to the Seventh Amendment, other than in respect of the Seventh Amendment and the EM revolving credit facility. Certain of such parties or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending or commercial banking or trustee services for the Company and its affiliates, for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.

~~Selected~~The ~~Liquidity~~foregoing summary of the Seventh Amendment is not complete and ~~Capital~~is ~~Resources~~qualified ~~Information~~in its entirety by the full text of the Seventh Amendment, a copy of which is attached to this Report as Exhibit 10.1.

	December 31,		December 31,
	2011		2010
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 EndedDecember 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~~Item 9.01 Financial ~~Information~~Statements and Exhibits

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

(d) Exhibits.

Initial Public Offering of Edgen Group Inc.


Exhibit Number		Description

10.1		Seventh Amendment to Credit Agreement, dated as of April 10, 2012, by and among Edgen Murray Corporation, Edgen Murray Canada Inc., Edgen Murray Europe Limited, Edgen Murray Pte. Ltd., the Loan Parties party thereto, JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, J.P. Morgan Europe Limited, The HongKong and Shanghai Banking Corporation Limited and the Lenders party thereto.

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: February 29, 2012	EDGEN MURRAY II, L.P.
Dated: April 16, 2012	EDGEN MURRAY II, L.P.
	By:	~~By:~~/s/ David L. Laxton, III	~~/s/ David L. Laxton, III~~
			Name: David L. Laxton, III
	Name:	David L. Laxton, III
			Title: Chief Financial Officer
	Title:	Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Description

10.1		Seventh Amendment to Credit Agreement, dated as of April 10, 2012, by and among Edgen Murray Corporation, Edgen Murray Canada Inc., Edgen Murray Europe Limited, Edgen Murray Pte. Ltd., the Loan Parties party thereto, JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, J.P. Morgan Europe Limited, The HongKong and Shanghai Banking Corporation Limited and the Lenders party thereto.

Filing Compare · Edgen Murray II, L.P.