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-25

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-25 — Statement of Eligibility of Trustee

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

Statement of Eligibility of Trustee

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)


		95-3571558
(State of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

700 South Flower Street Suite 500 Los Angeles, California		90017
(Address of principal executive offices)		(Zip code)

EDGEN MURRAY CORPORATION

(Exact name of obligor as specified in its charter)

Nevada

13-3908690

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

Edgen Murray II, L.P.

(Exact name of obligor as specified in its charter)

Delaware

20-8864225

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

18444 Highland Road

Baton Rouge, Louisiana

70809

(Address of principal executive offices)

(Zip code)

12.25% Senior Secured Notes due 2015

and Guarantees of 12.25% Senior Secured Notes due 2015

(Title of the indenture securities)

1.	General information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Comptroller of the Currency United States Department of the Treasury		Washington, D.C. 20219

Federal Reserve Bank		San Francisco, California 94105

Federal Deposit Insurance Corporation		Washington, D.C. 20429

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville, and State of Florida, on the 13th day of May, 2010.


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:		/S/ GERALDINE CRESWELL

Name:		Geraldine Creswell
Title:		Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business March 31, 2010, published in accordance with Federal regulatory authority instructions.


		Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			1,504
Interest-bearing balances			288
Securities:
Held-to-maturity securities			12
Available-for-sale securities			581,259
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold			113,000
Securities purchased under agreements to resell			0
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, net of unearned income	0
LESS: Allowance for loan and lease losses	0
Loans and leases, net of unearned income and allowance			0
Trading assets			0
Premises and fixed assets (including capitalized leases)			10,486
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			2
Direct and indirect investments in real estate ventures			0
Intangible assets:
Goodwill			856,313
Other intangible assets			237,642
Other assets			166,465

Total assets		$	1,966,971


LIABILITIES

Deposits:
In domestic offices		533
Noninterest-bearing	533
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		268,691
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		210,010
Total liabilities		479,234
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		1,121,520
Not applicable
Retained earnings		364,077
Accumulated other comprehensive income		1,140
Other equity capital components		0
Not available
Total bank equity capital		1,487,737
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		1,487,737

Total liabilities and equity capital		1,966,971

I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.


Karen Bayz		)		Managing Director

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.


Troy Kilpatrick, President	)
Frank P. Sulzberger, MD	)	Directors (Trustees)
William D. Lindelof, MD	)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-4/A’ Filing	Date	Other Filings

Filed on:	5/19/10	None on these Dates
	3/31/10
		List all Filings

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.)