McDermott International, Inc. Announces Proposed Offering of $950 Million of Senior Unsecured Notes due 2024 and $550 Million...
March 21 2018 - 4:30PM
McDermott International, Inc. (MDR) (“McDermott”) today announced
that McDermott Technology (US), Inc. and McDermott Technology
(Americas), Inc. (together, the “Post-Merger Co-Issuers”), each a
wholly owned subsidiary of McDermott, intend, subject to market and
other conditions, to jointly offer $950 million in aggregate
principal amount of senior unsecured notes due 2024 and $550
million in aggregate principal amount of senior unsecured notes due
2026 (collectively, the “notes”).
The notes will be initially issued by McDermott
Escrow 1, Inc. and McDermott Escrow 2, Inc. (together, the “Escrow
Issuers”), each of which is a special purpose entity incorporated
under the laws of the State of Delaware and is wholly owned by
Stichting Hydra Notes, a foundation organized under the laws of the
Netherlands.
The proceeds of the offering will be deposited into
a segregated escrow account until the date on which certain escrow
conditions are satisfied and the escrow proceeds are released (the
“Escrow Conditions”). Concurrent with the satisfaction of the
Escrow Conditions, the Escrow Issuers will merge with and into the
Post-Merger Co-Issuers, with each Post-Merger Co-Issuer being a
surviving entity that will assume, by operation of law, the
obligations of the applicable Escrow Issuer under the notes and the
indenture governing the notes.
Upon the consummation of the business combination
(the “Combination”) between McDermott and Chicago Bridge & Iron
Company N.V. (“CB&I”), the notes will be jointly and severally
guaranteed on a senior unsecured basis by McDermott, each of
McDermott’s and CB&I’s material restricted subsidiaries (other
than the Post-Merger Co-Issuers) that guarantees indebtedness of
either Post-Merger Co-Issuer or any guarantor under McDermott’s
credit agreement.
Upon satisfaction of the Escrow Conditions,
McDermott intends to use the net proceeds from the offering of the
notes to pay a portion of the purchase price for the pending
acquisition of the technology operations of CB&I in connection
with the Combination.
The notes will be subject to a special mandatory
redemption if the Escrow Conditions are not satisfied or the
issuers of the notes determine in their discretion that the Escrow
Conditions are incapable of being satisfied on or prior to the
applicable outside date, which in any event will be on or before
August 17, 2018.
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.
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, satisfaction of the Escrow
Conditions relating to and release of the escrowed proceeds from
the offering and the mergers between the Escrow Issuers and the
Post-Merger Co-Issuers. 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 & Financial MediaTy LawrenceVice President,
Investor
Relations 281.870.5147 TPLawrence@mcdermott.com
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