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): April 1017, 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 27.0301. –Regulation ~~Creation~~FD ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Disclosure.

On April 1017, 2012, Edgen ~~Murray~~Group ~~II,~~Inc. Lfiled Amendment No.P. 4 ~~and~~to its ~~subsidiaries,~~Registration ~~Edgen~~Statement ~~Murray Corporation~~on ~~(“EMC”),~~Form ~~Edgen~~S-1 ~~Murray~~relating ~~Europe~~to ~~Limited~~an ~~(“EM~~initial public ~~Europe”),~~offering ~~Edgen~~of ~~Murray~~shares ~~Canada~~of ~~Inc.~~its ~~(“EM~~Class A ~~Canada”),~~common stock. Edgen ~~Murray~~Group ~~Pte~~Inc. ~~Ltd.~~is ~~(“EM~~a ~~Pte”)~~newly ~~and~~formed ~~the~~company ~~other~~that ~~Loan~~would ~~Parties~~serve (as ~~defined in~~ the ~~Seventh~~holding ~~Amendment)~~company ~~party thereto~~for ~~(collectively, “~~the ~~Company”),~~business ~~entered~~of ~~into~~Edgen aMurray ~~consent~~II, L.P. and ~~seventh~~its ~~amendment~~subsidiaries ~~(the~~if ~~“Seventh Amendment”) to~~ the ~~Company’s~~offering ~~senior~~is ~~secured~~completed. ~~revolving~~This registration ~~credit~~statement ~~facility~~disclosed ~~(the~~certain ~~“EM~~preliminary ~~revolving~~information ~~credit~~related ~~facility”)~~to ~~with JPMorgan~~the ~~Chase~~expected ~~Bank,~~results ~~N.A.,~~of ~~JPMorgan~~operations ~~Chase~~of ~~Bank,~~Edgen ~~N.A.,~~Murray ~~Toronto Branch~~II, JL.P. ~~Morgan~~and ~~Europe~~other ~~Limited,~~financial ~~The~~data ~~HongKong~~relating ~~and~~to ~~Shanghai~~Edgen ~~Banking~~Murray ~~Corporation~~II, ~~Limited~~L.P. and ~~the~~its ~~Lenders~~equity ~~(as~~method ~~defined~~investment, inBourland & Leverich ~~the~~Holdings ~~Seventh Amendment)~~LLC.

~~The~~A ~~Seventh~~registration ~~Amendment~~statement ~~permits~~relating EMto ~~Pte~~these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to ~~incur~~buy ~~$10~~be ~~million~~accepted ofprior ~~additional~~to ~~indebtedness~~the ~~secured~~time bythe aregistration ~~warehouse~~statement ~~facility~~becomes ~~owned~~effective. byThis EMreport ~~Pte~~shall ~~in Singapore~~not ~~and~~constitute ~~increases~~an offer to sell or the ~~unused~~solicitation ~~line~~of ~~fee~~an ~~payable~~offer to ~~The~~buy ~~HongKong~~nor ~~and~~shall there ~~Shanghai~~be ~~Banking~~any ~~Corporation~~sales ~~Limited~~of these securities in any state or jurisdiction in which such offer, ~~the~~solicitation ~~Singapore~~or ~~Administrative~~sale ~~Agent~~would ~~and~~be ~~the~~unlawful ~~Singapore~~prior ~~Collateral~~to ~~Agent~~registration or qualification under the EMsecurities ~~revolving~~laws ~~credit~~of ~~facility,~~any ~~from~~such ~~0.50%~~state toor 0jurisdiction.~~65%.~~

~~Additionally~~Edgen Murray II, L.P. is furnishing the ~~Seventh~~information ~~Amendment~~in ~~permits~~this ~~the~~Current ~~Company~~Report on Form 8-K and in Exhibit 99.1 to ~~effect~~comply ~~certain~~with ~~restructuring~~Regulation ~~transactions~~FD. Such information shall not be deemed to ~~facilitate~~be “filed” for purposes of Section 18 of the ~~proposed~~ ~~initial~~Securities ~~public~~Exchange ~~offering~~Act of ~~Edgen~~1934, ~~Group~~as ~~Inc.~~amended, or otherwise subject to ~~release~~the liabilities of that section, and shall not be deemed to be incorporated by reference into any of Edgen Murray II, L.P.’s ~~from~~filings ~~its~~under ~~obligations~~the ~~under~~Securities Act of 1933, as amended, or the EMSecurities ~~revolving~~Exchange ~~credit~~Act ~~facility~~of ~~and~~1934, toas ~~provide~~amended, ~~for~~whether ~~certain~~made ~~other~~before ~~conforming~~or ~~and~~after ~~definitional~~the ~~changes.~~date ~~The~~hereof ~~effectiveness~~and regardless of ~~these amendments~~any isgeneral ~~subject~~incorporation language toin ~~the~~such ~~completion~~filings, ofexcept to the ~~proposed~~extent ~~initial~~expressly ~~public~~set ~~offering~~forth ofby ~~Edgen~~specific ~~Group~~reference ~~Inc.~~in ~~and~~such ~~customary~~a ~~closing conditions~~filing.

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.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

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.
99.1		Disclosure regarding Edgen Murray II, L.P. in connection with the filing of Amendment No. 4 to Edgen Group Inc.’s Registration Statement on Form S-1 on April 17, 2012.

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: April 16, 2012	EDGEN MURRAY II, L.P.
Dated: April 17, 2012	EDGEN MURRAY II, L.P.
	By:	/s/ David L. Laxton, III
	Name:	David L. Laxton, III
	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.
99.1		Disclosure regarding Edgen Murray II, L.P. in connection with the filing of Amendment No. 4 to Edgen Group Inc.’s Registration Statement on Form S-1 on April 17, 2012.

Filing Compare · Edgen Murray II, L.P.