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McDermott International, Inc. Announces Pricing of Tangible Equity Units

  McDermott International, Inc. Announces Pricing of Tangible Equity Units

Business Wire

HOUSTON -- April 1, 2014

McDermott International, Inc. (NYSE:MDR) today announced the pricing of an
underwritten public offering of 10,000,000 6.25% tangible equity units (the
“Units”), each with a stated value of $25.00, which will result in net
proceeds to McDermott of approximately $242 million. In addition, the
underwriter has a 13-day option to purchase up to an additional 1,500,000
Units from McDermott. Settlement of the offering is subject to customary
closing conditions and is expected to occur on April 7, 2014. 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 (subject to postponement in limited circumstances) for a number
of shares of McDermott’s common stock that will equal at least 2.9030 and not
more than 3.5562 shares (subject to adjustment in certain circumstances). The
amortizing notes will pay proportionally equal cash quarterly installments of
$0.3906 per note (except the first such installment, which will be $0.3646 per
note), which will constitute a payment of interest and a partial repayment of
principal, and which in the aggregate will be equivalent to a 6.25% cash
payment per year with respect to each $25.00 stated amount of each Unit. 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. is serving as the sole book-running manager for the
offering.

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: prospectus-ny@ny.email.gs.com.

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 timing of the closing, 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.

Contact:

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