McDermott International, Inc. Announces Public Offering of Tangible Equity Units

  McDermott International, Inc. Announces Public Offering of Tangible Equity

Business Wire

HOUSTON -- March 31, 2014

McDermott International, Inc. (MDR) today announced that it intends, subject
to market and other conditions, to offer 10,000,000 tangible equity units (the
“Units”), each with a stated value of $25.00, in an underwritten public
offering. In addition, McDermott intends to grant the underwriter an option to
purchase up to an additional 1,500,000 Units. Each Unit will consist of a
prepaid stock purchase contract and an amortizing note. Unless earlier
settled, each stock purchase contract will automatically settle on April 1,
2017 for shares of McDermott’s common stock (subject to postponement in
limited circumstances). The amortizing notes will pay proportionally equal
quarterly installments that will constitute a payment of interest and a
partial repayment of principal. The amortizing notes will have a final
installment payment date of April 1, 2017 and will be unsecured senior
obligations of McDermott. All of the securities to be offered will be issued
under McDermott’s currently effective shelf registration statement.
McDermott's common stock is listed on the New York Stock Exchange under the
symbol “MDR.”

McDermott intends to use the net proceeds from the offering, together with
proceeds expected to be received from other previously announced financing
transactions relating to the refinancing of its outstanding credit agreement,
for general corporate purposes, including the funding of working capital
requirements and capital expenditures.

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.

Goldman, Sachs & Co. will serve as the sole book-running manager for the

This press release is being issued pursuant to and in accordance with Rule 134
under the Securities Act of 1933, as amended. The offering of these securities
may be made only by means of a prospectus and a related prospectus supplement,
forming a part of the effective registration statement, a copy of which may be
obtained by contacting: Goldman, Sachs & Co., Prospectus Department, 200 West
Street, New York, NY 10282, telephone: (866) 471-2526, facsimile: (212)
902-9316, e-mail:

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 Units or any other
securities, nor shall there be any sale of the Units or any other securities,
in any state or jurisdiction in which such an offer, solicitation or sale
would be unlawful.

About McDermott

McDermott is a leading provider of integrated engineering, procurement,
construction and installation (EPCI) services for upstream field developments
worldwide. McDermott delivers fixed and floating production facilities,
pipelines and subsea systems from concept to commissioning for complex
Offshore and Subsea oil and gas projects to help oil companies safely produce
and transport hydrocarbons. Operating in more than 20 countries across the
world, McDermott’s locally focused and globally integrated resources include
approximately 14,000 employees, a diversified fleet of specialty marine
construction vessels, fabrication facilities and engineering offices.

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 number of Units, the expected
use of proceeds and other aspects of the offering and expected 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.


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