EDGEN GROUP INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-11-20: Form 8-K; Period of report 2013-11-20; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2013-10-01: Form 8-K; Period of report 2013-10-01; Description 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 1.01.
- 2013-08-15: Form 8-K; Period of report 2013-08-15; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2013-08-08: Form 8-K; Period of report 2013-08-08; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-11-20 | 8-K | 2013-11-20 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 As previously disclosed, pursuant to the Agreement and Plan of Merger dated October 1, 2013 (the “Merger Agreement”), by and among Edgen Group Inc., a Delaware corporation (the “Company”), Sumitomo Corporation of America, a New York corporation (“Parent”), and Lochinvar Corporation, a Delaware corporation and a subsidiary of Parent (“Merger Sub”), on November 20, 2013, Merger Sub was merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a subsidiary of Parent. 3.01 In connection with the completion of the Merger on November 20, 2013, the Company notified the New York Stock Exchange (the “NYSE”) of the effectiveness of the Merger and requested that the NYSE file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to delisting of the Common Stock. 3.03 The information included in Items 2.01 and 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference herein. 5.01 The information included in Items 2.01 and 5.02 of this Current Report is incorporated by reference herein. 5.02 In connection with the Merger, and pursuant to the terms of the Merger Agreement, the sole director of Merger Sub immediately prior to the Effective Time became the sole director of the Company at the Effective Time and the following members of the Company’s board of directors immediately prior to the Effective Time ceased to be members of the board of directors of the Company and any board committees of which they were members at the Effective Time: Nicholas Daraviras, Edward DiPaolo, James Luikart, Samir Gibara, Cynthia Hostetler and John Kennedy. 5.03 Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company was amended and restated to read in its entirety as set forth in Exhibit D to the Merger Agreement (the “Second Amended and Restated Certificate of Incorporation”). 8.01 On November 20, 2013, the Company and Parent jointly issued a press release announcing completion of the Merger. | d632810d8k.htm |
| 2013-10-01 | 8-K | 2013-10-01 | 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.07 On October 1, 2013, the Majority Stockholders, holders of 24,343,138 shares of Class B Stock collectively, constituting approximately 56.2% of the Voting Stock at such time, executed the Written Consent adopting the Merger Agreement and approving the Merger. 8.01 On October 1, 2013, the Company and Parent will jointly issue a press release in connection with the Merger. | d604739d8k.htm |
| 2013-08-15 | 8-K | 2013-08-15 | 7.01 Regulation FD Disclosure | 7.01 Edgen Group Inc. intends to use the materials furnished herewith as Exhibit 99.1, in whole or in part, in one or more meetings with investors, analysts and others beginning on August 15, 2013. | edg20130814_8k.htm |
| 2013-08-08 | 8-K | 2013-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2013, Edgen Group Inc. (“Edgen Group,” the “Company,” “we”, “us” or “our”) issued a press release announcing its results for the three and six months ended June 30, 2013. | edg20130806b_8k.htm |
| 2013-07-22 | 8-K | 2013-07-22 | 8.01 Other Events | 8.01 On July 22, 2013, Edgen Group Inc. (“Edgen Group,” the “Company,” “we”, “us” or “our”) announced it will release its second quarter 2013 financial results on Thursday, August 8, 2013 after the market closes. | edg20130722_8k.htm |
| 2013-05-23 | 8-K | 2013-05-23 | 7.01 Regulation FD Disclosure | 7.01 Edgen Group Inc. intends to use the materials furnished herewith as Exhibit 99.1, in whole or in part, in one or more meetings with investors, analysts and others beginning on May 23, 2013. | edg20130521_8k.htm |
| 2013-05-13 | 8-K | 2013-05-13 | 2.02 Results of Operations and Financial Condition | 2.02 On May 13, 2013, Edgen Group Inc. (“Edgen Group,” the “Company,” “we”, “us” or “our”) issued a press release announcing its results for the three months ended March 31, 2013. | edg20130510_8k.htm |
| 2013-04-18 | 8-K | 2013-04-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Edgen Group Inc. (“Edgen Group,” the “Company,” “we,” “us” or “our”) announced today that, effective April 19, 2013, Daniel D. Keaton will cease to serve as Senior Vice President and Chief Accounting Officer of the Company and assume the operational role of Senior Vice President, Americas for the Edgen Murray brand of our Energy & Infrastructure (“E&I”) segment. 8.01 On April 18, 2013, the Company issued a press release announcing that Daniel D. Keaton had been named Senior Vice President, Americas for the Edgen Murray brand. | edg20130417_8k.htm |
| 2013-04-16 | 8-K | 2013-04-16 | 8.01 Other Events | 8.01 On April 16, 2013, Edgen Group Inc. (“Edgen Group,” the “Company,” “we”, “us” or “our”) announced it will release its first quarter 2013 financial results on Monday, May 13, 2013 before the market opens. | edg20130416_8k.htm |
| 2013-03-21 | 8-K | 2013-03-21 | 7.01 Regulation FD Disclosure | 7.01 Edgen Group Inc. intends to use the materials furnished herewith as Exhibit 99.1, in whole or in part, in one or more meetings with investors, analysts and others beginning on March 21, 2013. | edg20130320_8k.htm |
| 2013-03-15 | 8-K/A | 2013-03-14 | 2.02 Results of Operations and Financial Condition | 2.02 On March 14, 2013, Edgen Group Inc. (“Edgen Group,” the “Company,” “we”, “us” or “our”) issued a press release announcing its results for the three and twelve months ended December 31, 2012. | edg20130315_8ka.htm |
| 2013-03-14 | 8-K | 2013-03-14 | 2.02 Results of Operations and Financial Condition | 2.02 On March 14, 2013, Edgen Group Inc. (“Edgen Group,” the “Company,” “we”, “us” or “our”) issued a press release announcing its results for the three and twelve months ended December 31, 2012. | edg20130313_8k.htm |
| 2013-02-21 | 8-K | 2013-02-21 | 8.01 Other Events | 8.01 On February 21, 2013, Edgen Group Inc. (the “Company,”) announced that the Company will hold its 2013 Annual Meeting of Stockholders on Friday, May 10, 2013 at 10:00 a.m. | edg20130221_8k.htm |
| 2013-02-07 | 8-K | 2013-02-07 | 8.01 Other Events | 8.01 On February 7, 2013, Edgen Group Inc. (“Edgen Group,” the “Company,” “we”, “us” or “our”) announced it will release its fourth quarter and year end 2012 financial results on Thursday, March 14, 2013 after the market closes. | edg20130206_8k.htm |
| 2013-01-30 | 8-K | 2013-01-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 (d) Election of Director. 8.01 A copy of the Company's press release announcing Mr. Kennedy's appointment is attached hereto as Exhibit 99.2. | edg20130129_8k.htm |
| 2012-12-28 | 8-K | 2012-12-21 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On December 21, 2012, Edgen Group Inc. (the “Company”) and certain of its subsidiaries entered into a new asset based revolving credit agreement (“Global Credit Agreement”). 1.02 In connection with the closing of the Global Credit Agreement on December 21, 2012, certain subsidiaries of the Company repaid their obligations in full and terminated (1) the Credit Agreement, dated as of May 11, 2007, by and among Edgen Murray Corporation, Edgen Murray Canada, Inc. and Edgen Murray Europe Limited, the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch and J.P. Morgan Europe Limited, as amended, (2) the Amended and Restated Credit Agreement, dated as of May 2, 2012, by and among Bourland & Leverich Supply Co. LLC, Regions Bank, RBS Business Capital and Regions Business Capital, as amended, and (3) the related Intercreditor Agreement, dated October 16, 2012, by and between Regions Bank and The Bank of New York Mellon Trust Company, N.A. and the Intercreditor Agreement, dated October 16, 2012, by and among Edgen Murray Corporation, EM Holdings LLC, JP Morgan Chase Bank, N.A. and The Bank of New York Mellon Trust Company, National Association, as trustee. 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | edg_8k-122012.htm |
| 2012-11-13 | 8-K | 2012-11-13 | 7.01 Regulation FD Disclosure | 7.01 – Regulation FD Disclosure. | edgen_8k-111312.htm |
| 2012-11-08 | 8-K | 2012-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 On November 8, 2012, Edgen Group Inc. (“Edgen Group,” the “Company,” “we”, “us” or “our”) issued a press release announcing its results for the three and nine months ended September 30, 2012. | edgen_8k-110812.htm |
| 2012-11-07 | 8-K | 2012-11-07 | 8.01 Other Events | 8.01 On Friday, November 9, 2012 at 11:00 a.m. | edg20121030_8k.htm |
| 2012-10-17 | 8-K/A | 2012-10-15 | 8.01 Other Events | 8.01 On October 15, 2012, Edgen Group Inc. issued a press release announcing the early tender results of the previously announced cash tender offer and consent solicitation for any and all of Edgen Murray Corporation’s $465,000,000 aggregate principal amount 12 ¼% Senior Secured Notes due 2015 (CUSIP Nos. 280148 AC1 and 280148 AA5). | edgen_8k-101512.htm |
| 2012-10-17 | 8-K | 2012-10-16 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information provided in Item 1.01 of this Report is hereby incorporated by reference into this Item 2.03. 3.03 The information provided in Item 1.01 of this Report is hereby incorporated by reference into this Item 3.03. 8.01 On October 16, 2016, Edgen Group Inc. issued a press release announcing the closing of EMC’s previously announced offering of $540,000,000 aggregate principal amount of 8 ¾% Senior Secured Notes due 2020. | edgen_8k-101612.htm |
| 2012-10-16 | 8-K | 2012-10-05 | 8.01 Other Events | 8.01 On October 5, 2012, Edgen Group Inc. issued a press release announcing that its indirect subsidiary, Edgen Murray Corporation, has priced its offering of $540,000,000 aggregate principal amount of its 8.75% Senior Secured Notes due 2020 (the “Notes”) to be issued through a private placement to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. | edgen_8k-100512.htm |
| 2012-10-05 | 8-K | 2012-10-05 | 8.01 Other Events | 8.01 On October 5, 2012, Edgen Group Inc. issued a press release announcing that its indirect subsidiary, Edgen Murray Corporation, has priced its offering of $540,000,000 aggregate principal amount of its 8.75% Senior Secured Notes due 2020 (the “Notes”) to be issued through a private placement to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. | edgen_8k-100512.htm |
| 2012-10-01 | 8-K | 2012-10-01 | 7.01 Regulation FD Disclosure | 7.01 The information set forth in this Item 7.01 is intended to be furnished under Item 7.01 of Form 8-K (Regulation FD Disclosure). | d419270d8k.htm |
| 2012-10-01 | 8-K | 2012-10-01 | 8.01 Other Events | 8.01 On October 1, 2012, Edgen Group Inc. (“Edgen Group”) issued a press release announcing that Edgen Murray Corporation (the “Company”), an indirect subsidiary of Edgen Group and a direct, wholly-owned subsidiary of EM Holdings LLC, had commenced a cash tender offer for any and all of the Company’s $465,000,000 aggregate principal amount of 12 1/4% senior secured notes due 2015 (CUSIP Nos. 280148 AC1 and 280148 AA5) and a related consent solicitation to amend the indenture relating to these notes. | d419250d8k.htm |
| 2012-08-08 | 8-K | 2012-08-08 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | edgengroup_8k-080812.htm |
| 2012-08-07 | 8-K | 2012-08-07 | 7.01 Regulation FD Disclosure | 7.01 Edgen Group Inc. intends to use the materials furnished herewith as Exhibit 99.1, in whole or in part, in one or more meetings with investors, analysts and others beginning on August 7, 2012. | edgen_8k-080712.htm |
| 2012-08-02 | 8-K | 2012-08-02 | 2.02 Results of Operations and Financial Condition | 2.02 On August 2, 2012, Edgen Group Inc. (“Edgen Group,” the “Company,” “we”, “us” or “our”) issued a press release announcing its results for the three and six months ended June 30, 2012. | edgen_8k-080212.htm |
| 2012-08-02 | 8-K | 2012-08-02 | 8.01 Other Events | 8.01 On Friday, August 3, 2012 at 11:00 a.m. | edgen_8k-080112.htm |
| 2012-07-10 | 8-K | 2012-07-10 | 7.01 Regulation FD Disclosure | 7.01 We intend to use the materials furnished herewith as Exhibit 99.1, in whole or in part, in one or more meetings with investors, analysts and others beginning on July 10, 2012. | edgen_8k-071012.htm |
| 2012-06-18 | 8-K | 2012-06-18 | 7.01 Regulation FD Disclosure | 7.01 We intend to use the materials furnished herewith as Exhibit 99.1, in whole or in part, in one or more meetings with investors, analysts and others beginning on June 18, 2012. | egi_8k-061812.htm |
| 2012-05-09 | 8-K | 2012-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2012, Edgen Group Inc. (“Edgen Group” or the “Company”) issued a press release announcing its pro forma results, and the actual results of its accounting predecessor, for the three months ended March 31, 2012. | edgengroup_8k-050912.htm |
| 2012-05-02 | 8-K | 2012-04-26 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. 5.02 Effective May 2, 2012, Samir G. Gibara and Cynthia L. Hostetler have been appointed to the Board of Directors of the Company, thereby joining Daniel J. O’Leary, Nicholas Daraviras, James L. Luikart and Edward J. DiPaolo. 5.03 On April 27, 2012, the Company’s amended and restated certificate of incorporation, in the form previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-178790), became effective. 8.01 and Citigroup Global Markets Inc. The other underwriters in the syndicate were Stephens Inc., Tudor, Pickering, Holt & Co. Securities, Inc., BB&T Capital Markets and HSBC Securities (USA) Inc. The Company has granted to the underwriters an option exercisable for 30 days from April 26, 2012 to purchase up to an additional 2,250,000 shares of Class A common stock from the Company for $10.2575 per share (the public offering price less the underwriting discount). | d342287d8k.htm |