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): ~~September~~November 221, 2011

EDGEN MURRAY II, L.P.

(Exact name of Registrant as specified in its charter)

Delaware		333-~~165928~~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 2.0302. –Results ~~Creation~~ of aOperations ~~Direct~~and Financial ~~Obligation~~Condition ~~or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

~~On September 2, 2011,~~ Edgen Murray II, ~~LP and its subsidiaries, Edgen Murray Corporation (“EMC”), Edgen Murray Europe Limited (“EM Europe”), Edgen Murray Canada Inc~~L. ~~(“EM Canada”), Edgen Murray Pte~~P.’s ~~Ltd.~~ (~~“EM Pte”) and~~ the ~~other Loan Parties (as defined in the Sixth Amendment) party thereto (collectively,~~ “~~the~~ Company”), ~~entered~~selected ~~into~~consolidated afinancial ~~sixth~~information ~~amendment~~as ~~(the~~of ~~“Sixth~~September 30, ~~Amendment”)~~2011 toand ~~the~~December 31, 2010 ~~Company’s~~and ~~senior~~for ~~secured revolving credit facility (~~the ~~“ABL~~three ~~Facility”)~~and ~~with~~nine ~~JPMorgan~~months ~~Chase~~ended ~~Bank~~September 30, ~~N.A.,~~2011 ~~JPMorgan Chase~~and ~~Bank~~September 30, ~~N.A.~~2010, ~~Toronto Branch, J.P. Morgan Europe Limited, The HongKong~~ and ~~Shanghai~~selected ~~Banking~~other ~~Corporation~~financial ~~Limited~~information ~~and~~at ~~the Lenders (as defined in the Sixth Amendment) party thereto to extend the maturity date of the ABL Facility from May~~September 1130, ~~2012~~ ~~to May~~2011, 11December 31, ~~2014~~2010 and toSeptember 30, ~~increase~~2010, ~~the~~is ~~aggregate~~as ~~amount available under the ABL Facility from $175 million to $195 million (subject to an increase by the Company of up to $25 million for a total of $220 million) of which~~follows:

~~• EMC may utilize up to $180 million~~ (~~$25~~Unaudited—in ~~million of which can only be used for letters of credit~~millions) ~~less any amounts utilized under the sublimits of EM Canada and EM Europe;~~

•Selected EMConsolidated ~~Europe~~Statement ~~may~~of ~~utilize~~Operations upInformation ~~to $60 million;~~

• EM Canada may utilize up to $10 million; and


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Sales	$	244.8		$	174.2		$	653.0		$	454.4
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown below)		207.8			149.2			553.1			386.9
Selling, general and administrative expense, net of service fee income		20.8			15.3			55.4			50.5
Depreciation and amortization expense		5.3			5.1			15.9			15.1
Impairment of goodwill		—			—			—			62.8

Total operating expenses		233.9			169.6			624.4			515.3

Income (loss) from operations	$	10.9		$	4.6		$	28.6		$	(60.9	)

Net loss	$	(4.3	)	$	(4.9	)	$	(18.1	)	$	(87.2	)

•Selected EMLiquidity ~~Pte~~and ~~may~~Capital ~~utilize~~Resources upInformation ~~to $10 million, which increases automatically to $15 million upon the fulfillment by EM Pte of certain conditions precedent.~~

The financial, affirmative and negative covenants of the ABL Facility remain largely unchanged with the exception that, under the amended ABL Facility, to avoid having to comply with the minimum fixed charge coverage ratio of 1.25 to 1.00, the Company must maintain aggregate borrowing availability of greater than or equal to $27 million (increased from $25 million), and borrowing availability of EMC and EM Canada of greater than or equal to $16.5 million (increased from $15 million). If borrowing availability falls below these thresholds, the Company will be required to comply with the fixed charge coverage ratio until the date that both aggregate borrowing availability is greater than $32 million (increased from $30 million) and the borrowing availability of EMC and EM Canada is greater than $21.5 million (increased from $20 million) for a consecutive ninety day period, and no default or event of default exists or has existed during the period.


	September 30,		December 31,
	2011		2010
Cash and cash equivalents	$	11.9	$	62.5
Accrued interest		12.2		26.3

Long-term debt and capital lease:
Edgen Murray Corporation Senior Secured Notes	$	461.8	$	461.3
Asset Based Loan Facility (“ABL Facility”)		—		—
Edgen Murray FZE Facility (“FZE Facility”)		—		—
Capital lease		18.4		18.5

Total long-term debt and capital lease	$	480.2	$	479.8

Borrowing availability:
ABL Facility	$	101.7	$	80.8
FZE Facility		6.2		11.1

Total borrowing availability	$	107.9	$	91.9

~~There~~Selected isConsolidated ~~no material~~Statement ~~relationship between Edgen Murray II, L.P. or any~~ of ~~its~~Cash ~~affiliates~~Flows ~~and~~Information any of the parties to the Sixth Amendment, other than in respect of the Sixth Amendment and the ABL 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 Edgen Murray II, L.P. 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 Sixth Amendment is not complete and is qualified in its entirety by the full text of the Sixth Amendment, a copy of which is attached to this Report as Exhibit 10.1.


	Nine Months Ended
	September 30,
	2011			2010
Cash flows (used in) provided by operating activities	$	(55.1	)	$	1.7
Cash flows provided by (used in) investing activities		3.9			(23.3	)
Purchases of property, plant, and equipment		(2.4	)		(9.6	)
Cash flows provided by (used in) financing activities		1.2			(5.3	)

~~Item 9.01~~Other Financial ~~Statements~~Information ~~and Exhibits.~~

(d) Exhibits.


	September 30,		December 31,		September 30,
	2011		2010		2010
Sales backlog (end of period)	$	412	$	210	$	168

No.		Exhibit
10.1		Sixth Amendment to Credit Agreement, dated as of September 2, 2011, 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.

Conference Call

A conference call to discuss the financial results of the Company for the three and nine months ended September 30, 2011 will be held on Tuesday, November 22, 2011, at 11 a.m. Eastern time (10:00 a.m. Central time).

Interested parties in the United States may dial 1-877-317-6789. Additionally, interested parties in Canada may dial 1-866-605-3852, and international parties may dial 1-412-317-6789, to listen live to the conference call.

A replay of the teleconference (conference number 10006694) will be available in the United States by dialing 1-877-344-7529 and international parties may dial 1-412-317-0088. A replay of the teleconference will also be available at the Company’s website, www.edgenmurray.com, and will remain available for seven days following the date the replay is posted.

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: September 7, 2011	EDGEN MURRAY II, L.P.
Dated: November 21, 2011		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 INDEX

Exhibit Number		Description
Exhibit 10.1		Sixth Amendment to Credit Agreement, dated as of September 2, 2011, 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.