This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the New Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The offering will be made by means of an offering memorandum to qualified institutional buyers pursuant to Rule 144A and to certain persons in offshore transactions pursuant to Regulation S, each under the Securities Act of 1933, as amended (the “Securities Act”). The securities will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Commencement of Tender Offer and Consent Solicitation
As part of Edgen Group’s plans to repurchase or retire all of the Existing Notes, EMC has commenced a cash tender offer (the “Offer to Purchase”) and consent solicitation (the “Consent Solicitation,” and together with the Offer to Purchase, the “Offer”) for any and all of the Existing Notes.The Consent Solicitation seeks consents to eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Existing Notes, release the collateral securing the Existing Notes and shorten the minimum notice period for a redemption of the Existing Notes from thirty days to three days prior to a redemption date. The terms and conditions of the Offer are described in the Offer to Purchase and Consent Solicitation Statement dated October 1, 2012 (the “Statement”) and the related Letter of Transmittal and Consent (the “Letter of Transmittal”) to be distributed to holders of the Existing Notes. EMC expects to fund the Offer with proceeds from the New Notes offering.