McDermott International, Inc. Announces $500 Million Offering of Second-Lien Senior Secured Notes

  McDermott International, Inc. Announces $500 Million Offering of Second-Lien
  Senior Secured Notes

Business Wire

HOUSTON -- March 28, 2014

McDermott International, Inc. (MDR) today announced that it intends, subject
to market and other conditions, to offer $500 million aggregate principal
amount of its second-lien senior secured notes due 2021.

The notes will be offered only to qualified institutional buyers under Rule
144A under the Securities Act of 1933, as amended (the “Securities Act”) and
to certain non-U.S. persons in transactions outside the United States under
Regulation S under the Securities Act.

McDermott intends to use the net proceeds from the offering of the notes,
together with other financing sources (including proceeds expected to be
received in connection with the refinancing of its outstanding credit
agreement with a new first-lien credit facility), to refinance revolving
credit facility indebtedness outstanding under its existing credit agreement
and for other general corporate purposes, including the funding of working
capital requirements and capital expenditures. The new first-lien credit
facility may include a term loan of up to $400 million and, potentially, a
letter of credit facility.

The notes will be unconditionally guaranteed, jointly and severally, on a
senior secured second-lien basis, by McDermott’s existing and future
subsidiaries that guarantee indebtedness under its credit agreement.

The notes and the guarantees will be secured on a second-lien basis by pledges
of capital stock of certain subsidiaries of McDermott and mortgages and other
security interests covering (1) substantially all personal property of
McDermott and substantially all of its wholly owned subsidiaries, subject to
certain exceptions, and (2) certain vessels owned by McDermott’s wholly owned

There can be no assurance that the financing transactions described in this
press release will occur, and, even if they do occur, there can be no
assurance as to what their terms will be. In addition, McDermott reserves the
right to pursue other financing transactions in place of, or in addition to,
the transactions described in this press release.

The notes have not been and 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 exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws.

This press release is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy the notes or any other
securities, nor shall there be any sale of notes or any other securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

All statements other than statements of historical fact included in this
release are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements in this
press release relate to, among other things, the offering of the notes and the
expected use of proceeds from such offering and proceeds from other
transactions. Although we believe that the expectations reflected in those
forward-looking statements are reasonable, we can give no assurance that those
expectations will prove to have been correct. Those statements are made by
using various underlying assumptions and are subject to various uncertainties.
This news release reflects expectations as of the date hereof. Except to the
extent required by applicable law, McDermott undertakes no obligation to
update or revise any forward-looking statement.


Investors, Analysts and Financial Media:
McDermott International, Inc.
Steven D. Oldham, 281-870-5147
Vice President, Treasurer and Investor Relations
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