Edgen Group Announces Early Results for the Tender Offer and Consent
Solicitation and Proposed Redemption of Outstanding Notes
BATON ROUGE, La. -- October 16, 2012
Edgen Group Inc. (“Edgen”) (NYSE: EDG) announced today the early tender
results of Edgen Murray Corporation’s previously announced cash tender offer
and consent solicitation (the “Offer”) for any and all of its $465,000,000
aggregate principal amount outstanding of 12¼% Senior Secured Notes due 2015
(the “Notes”). Edgen Murray Corporation is an indirect subsidiary of Edgen.
The Offer is described in the Offer to Purchase and Consent Solicitation
Statement dated October 1, 2012 (the “Offer to Purchase”). The table below
sets forth the results of the Offer as of 5:00 p.m., New York City time, on
October 15, 2012 (the “Consent Deadline”).
Amount of Approximate
CUSIP Principal Notes Percentage of
Title of Notes Numbers Amount Tendered and Notes
Outstanding Consented Tendered and
12¼% Senior 280148 $465,000,000 $438,308,000 94.26%
Notes due 2015 280148
Based on the Notes tendered and consents delivered as of the Consent Deadline,
both the proposed amendments to the indenture governing the Notes and the
proposed amendments releasing collateral securing the Notes have been
approved, as the consent of the holders of at least the requisite 66 2/3% in
aggregate principal amount of the Notes has been received. Notes tendered and
consents delivered prior to the Consent Deadline may not be withdrawn. The
Company intends to execute a second supplemental indenture, which will amend
the indenture governing the Notes. The proposed amendments to the indenture
governing the Notes will become effective only when the second supplemental
indenture is executed and the Company accepts for purchase and pays for all
the Notes tendered prior to the Consent Deadline.
The Offer will expire at 11:59 p.m., New York City time, on October 29, 2012
unless extended (the “Expiration Date”). Holders of the Notes who validly
tender their Notes after the Consent Deadline, but on or prior to the
Expiration Date, will receive $1,060 per $1,000 principal amount of the Notes
accepted, plus, in each case, any accrued and unpaid interest on such Notes up
to, but not including, the payment date for such Notes; however, holders of
Notes tendered after the Consent Deadline will not receive a consent payment.
The complete terms and conditions of the Offer are described in the Offer to
Purchase. Edgen Murray Corporation reserves the right to amend the terms of
the Offer or extend the Expiration Date, in its sole discretion, at any time.
Persons with questions regarding the Offer should contact Jefferies & Company,
Inc., the Dealer Manager and Solicitation Agent, at (203) 363-8273 (Call
Collect) or (888) 708-583 (Toll Free). Requests for copies of the Offer to
Purchase or other tender offer materials may be directed to i-Deal LLC, the
Information Agent, at (888) 593-9546.
This press release does not constitute an offer to purchase the Notes or a
solicitation of consents to amend the related indenture. The Offer is made
solely pursuant to the Offer to Purchase. The Offer is not being made to
holders of the Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or other laws
of such jurisdiction. Holders of the Notes are urged to read the Offer to
Purchase and related documents carefully before making any decision with
respect to the Offer. Holders of the Notes must make their own decisions as to
whether to tender their Notes and provide the related consents. None of Edgen,
Edgen Murray Corporation, the Dealer Manager and Solicitation Agent, or the
Information Agent or their respective affiliates makes any recommendation as
to whether holders should tender their Notes pursuant to the Offer or provide
the related consents, and no one has been authorized to make such a
Following the Consent Deadline, Edgen also announced that Edgen Murray
Corporation intends to redeem any Notes that are not tendered in the Offer.
The redemption would be initiated through a notice of redemption provided on
behalf of Edgen Murray Corporation by the trustee under the indenture
governing the Notes. The redemption price for any Notes not tendered in the
Offer is expected to be 100% of the principal amount of the Notes being
redeemed plus the “Applicable Premium” (as defined in the indenture governing
the Notes) as of, and accrued and unpaid interest to, if any, the date of
redemption. The redemption date is expected to be October 19, 2012. This press
release does not constitute a notice of redemption.
About Edgen Group
Edgen Group is a leading global distributor of specialized products and
services to the energy and industrial infrastructure markets, including steel
pipe, valves, quenched and tempered and high yield heavy plate and related
components. Edgen Group is headquartered in Baton Rouge, Louisiana.
Forward-Looking Statement Disclaimer
This press release contains forward-looking statements within the meaning of
federal securities laws. All statements other than statements of historical
fact are considered forward-looking statements including, without limitation,
statements regarding the deadlines and other terms and conditions of the Offer
and the proposed redemption of the Notes. These forward-looking statements
involve a number of risks, uncertainties, assumptions and other factors that
could affect future results and cause actual results and events to differ
materially from historical and expected results and those expressed or implied
in the forward-looking statements, including, but not limited to, that there
can be no assurance that we will redeem the untendered Notes or be able to
consummate the Offer or a redemption of the Notes on a timely basis or on
terms satisfactory to us or at all. Our historical financial information, and
the risks and other important factors that could affect the outcome of the
events set forth in these statements and that could affect our operating
results and financial condition, are contained in our filings with the
Securities and Exchange Commission (“SEC”), including our prospectus filed
with the SEC on April 27, 2012 and in our subsequent filings with the SEC made
prior to or after the date hereof. We undertake no obligation to review or
update any forward-looking statements to reflect events or circumstances
occurring after the date of this press release. Readers are urged to consider
these factors carefully in evaluating the forward-looking statements and are
cautioned not to place undue reliance on such forward-looking statements.
Edgen Group Inc.
Erika Fortenberry, 225-756-9868
Director of Investor Relations
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