SEC Info - Edgen Murray Corp, et al. - ‘S-4/A’ on 5/19/10

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Edgen Murray Corp, et al. – ‘S-4/A’ on 5/19/10 – EX-99.2

On: Wednesday, 5/19/10, at 5:27pm ET · Accession #: 1193125-10-124381 · File #s: 333-165928, -01

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/19/10  Edgen Murray Corp                 S-4/A                 11:5.0M                                   RR Donnelley/FA
          Edgen Murray II, L.P.

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 1 to Form S-4                         HTML   3.39M 
 2: EX-5.1      Opinion of Dechert LLP                              HTML     16K 
 3: EX-5.2      Opinion of Brownstein Hyatt Farber Schreck, LLP     HTML     15K 
 4: EX-12.1     Computation of Ratio of Earnings to Fixed Charges   HTML     39K 
 5: EX-23.2     Consent of Deloittte & Touche LLP                   HTML      7K 
 6: EX-25       Statement of Eligibility of Trustee                 HTML     43K 
 7: EX-99.1     Form of Letter of Transmittal                       HTML    122K 
 8: EX-99.2     Form of Notice of Guaranteed Delivery               HTML     26K 
 9: EX-99.3     Form of Letter to Holders                           HTML      9K 
10: EX-99.4     Form of Letter to Brokers                           HTML     14K 
11: EX-99.5     Form of Letter to Clients                           HTML     19K

EX-99.2 — Form of Notice of Guaranteed Delivery

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Form of Notice of Guaranteed Delivery

Exhibit 99.2

EDGEN MURRAY CORPORATION

NOTICE OF GUARANTEED DELIVERY

OFFER TO EXCHANGE

$465,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS

12.25% SENIOR SECURED NOTES DUE 2015

This form, or one substantially equivalent hereto, must be used to accept the Exchange Offer made by Edgen Murray Corporation, a Nevada corporation (the “Company”), and Edgen Murray II, L.P., a Delaware limited partnership (the “Guarantor”), pursuant to the Prospectus, dated , 2010 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), if the certificates for the Initial Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 5:00 p.m., New York City time, on , 2010 (the “Expiration Date”). Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to The Bank of New York Mellon (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the Initial Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent is:

THE BANK OF NEW YORK MELLON


By Registered or Certified Mail:	By Regular Mail:	By Overnight Courier or Hand Delivery:

The Bank of New York Mellon Corporation Corporate Trust Operations Reorganization Unit 101 Barclay Street - 7 East New York, N.Y. 10286 Attn: Mrs. Carolle Montreuil	The Bank of New York Mellon Corporation Corporate Trust Operations Reorganization Unit 101 Barclay Street - 7 East New York, N.Y. 10286 Attn: Mrs. Carolle Montreuil	The Bank of New York Mellon Corporation Corporate Trust Operations Reorganization Unit 101 Barclay Street - 7 East New York, N.Y. 10286 Attn: Mrs. Carolle Montreuil

By Facsimile Transmission

(eligible institutions only):

(212) 298-1915

To Confirm by Telephone:

(212) 815-5920

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Letter of Transmittal), such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Initial Notes indicated below, pursuant to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedure” section of the Prospectus.


Certificate Number(s) (if known) of Initial Notes or Account Number at Book-Entry Transfer Facility	Aggregate Principal Amount Represented by Initial Notes	Aggregate Principal Amount of Initial Notes Being Tendered

PLEASE COMPLETE AND SIGN

(Signature(s) of Record Holder(s))

(Please Type or Print Name(s) of Record Holder(s))

Dated: , 2010


Address:


		(Zip Code)

(Daytime Area Code and Telephone No.)

¨	Check this Box if the Initial Notes will be delivered by book-entry transfer to The Depository Trust Company.


Account Number:

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” the Initial Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Initial Notes complies with Rule 14e-4 under the Exchange Act and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Initial Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Initial Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.


Name of Firm:

(Authorized Signature)


Address:
		(Zip Code)



Area Code and Tel. No.:



Name:
(Please Type or Print)



Title:



Dated: , 2008


NOTE:		DO NOT SEND INITIAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. INITIAL NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal. No notice of Guaranteed Delivery should be sent to the Company.

2. Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Initial Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Initial Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Initial Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Initial Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3. Questions and Requests for Assistance or Additional Copies.

Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/07/10  SEC                               UPLOAD¶     9/30/17    1:87K  Edgen Murray II, L.P.

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Filing Submission 0001193125-10-124381 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)