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EM Holdings LLC – ‘8-K15D5’ for 5/2/12

On:  Friday, 5/4/12, at 9:34am ET   ·   As of:  5/2/12   ·   For:  5/2/12   ·   Accession #:  1437749-12-4382   ·   File #:  33-100003

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

 5/02/12  EM Holdings LLC                   8-K15D5:1,9 5/02/12    2:68K                                    RDG Filings/FA

Notice of Assumption of Duty to Report by a Successor Issuer   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K15D5     Form 8-K                                            HTML     22K 
 2: EX-4        Exhibit 4.1                                         HTML     30K 


8-K15D5   —   Form 8-K


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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): May 2, 2012
 
______________
 
EM Holdings LLC
(Exact name of Registrant as specified in its charter)
 
______________
 
Delaware
 
80-0800485
(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 1.01 – Entry into a Material Definitive Agreement.
 
This Form 8-K is being filed by EM Holdings LLC, a Delaware limited liability company (the“ Company”), as the initial report of the Company to the Securities and Exchange Commission and as notice that the Company is the “successor issuer” to Edgen Murray II, L.P., a Delaware limited partnership (“EM II LP”), pursuant to Rule 15d-5 promulgated under the Securities and Exchange Act of 1934, as amended.
 
On May 2, 2012, in connection with the completion of the initial public offering of Edgen Group Inc., the Company’s parent company, the Company, EM II LP, Edgen Murray Corporation and The Bank of New York Mellon Trust Company, National Association (the “Trustee”) executed a supplemental indenture (the “Supplemental Indenture) pursuant to which (i) EM II LP was released as the parent guarantor of Edgen Murray Corporation’s 12.25% Senior Secured Notes due 2015 (the “Notes”) and (ii) the Company assumed all of EM II LP’s obligations as the parent guarantor of the Notes.  The Notes were issued pursuant to an Indenture, dated as of December 23, 2009, by and among Edgen Murray Corporation, EM II LP and the Trustee (the Indenture).
 
There is no material relationship between the Company or any of its affiliates and any of the parties to the Supplemental Indenture, other than in respect of the Supplemental Indenture, the Indenture and the Notes.  Certain of such parties or their affiliates have in the past performed, and may in the future from time to time perform, 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 Supplemental indenture is not complete and is qualified in its entirety by the full text of the Supplemental Indenture, a copy of which is attached to this Report as Exhibit 4.1.
 
Item 9.01 – Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit Number
  
Description
4.1
 
Supplemental Indenture, dated as of May 2, 2012, by and among EM Holdings LLC, Edgen Murray II, L.P., Edgen Murray Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee.
 
 
2

 
 
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.
 
 
EM HOLDINGS LLC
       
   
By:  
     
     
Title: Chief Financial Officer
 
 
3

 
 
EXHIBIT INDEX
 
Exhibit Number
  
Description
4.1
 
Supplemental Indenture, dated as of May 2, 2012, by and among EM Holdings LLC, Edgen Murray II, L.P., Edgen Murray Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee.
 
 
4

Dates Referenced Herein

This ‘8-K15D5’ Filing    Date    Other Filings
Filed on:5/4/12None on these Dates
Filed as of / For Period End:5/2/12
12/23/09
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Filing Submission 0001437749-12-004382   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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