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): ~~November~~December 2129, 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 27.~~02.~~01 ~~Results~~Regulation ofFD ~~Operations~~Disclosure ~~and Financial Condition~~

~~Edgen~~On ~~Murray~~December 29, II2011, LEdgen Group Inc.~~P.’s~~ ~~(the~~filed ~~“Company”)~~a ~~selected~~Registration ~~consolidated~~Statement ~~financial~~on ~~information~~Form asS-1 relating to an initial public offering of ~~September~~shares of its Class ~~30,~~A ~~2011~~common stock and on December 3129, ~~2010~~ ~~and~~2011 ~~for~~issued a press release relating to the ~~three~~same. ~~and~~Edgen ~~nine~~Group ~~months~~Inc. ~~ended~~is ~~September 30,~~a ~~2011~~newly ~~and~~formed ~~September 30,~~company ~~2010,~~that ~~and~~would ~~selected~~serve ~~other~~as ~~financial~~the ~~information~~holding atcompany ~~September 30,~~of ~~2011~~Edgen Murray II, ~~December 31,~~ ~~2010~~L.P. and ~~September 30,~~its ~~2010,~~subsidiaries isif asthe ~~follows:~~offering is completed. The registration statement disclosed non-public information about Edgen Murray II, L.P.

~~(Unaudited—~~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 ~~millions)~~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.

~~Selected~~Edgen ~~Consolidated~~Murray ~~Statement~~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 ~~Operations~~Section 18 ~~Information~~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.

	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	)

Item 9.01 Financial Statements and Exhibits

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

	September 30,		December 31,
Exhibit Number	Description
	2011		2010
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
Cash and cash equivalents	$	11.9	$	62.5
99.2	Press release of Edgen Group Inc. dated December 29, 2011
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

Selected Consolidated Statement of Cash Flows Information

	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	)

Other Financial Information

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

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: November 21, 2011		EDGEN MURRAY II, L.P.
Dated: December 29, 2011	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~~

3EXHIBIT 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.